EMPLOYMENT AGREEMENT
Exhibit 10.1
EMPLOYMENT AGREEMENT, dated as of May 22, 2019 (this “Agreement”), by and between Emerald Expositions, LLC, a Delaware limited liability company (the “Company”), and Xxxxx Xxxxx
(the “Executive”) (each of the Executive and the Company, a “Party,” and collectively,
the “Parties”) and, solely for purposes of Sections 2.3 and 8.1, Emerald Expositions Events, Inc., a Delaware corporation (“Parent”).
WHEREAS, the Company desires to employ the Executive as Chief Operating Officer of the Company and wishes to acquire and be assured of the Executive’s services on the terms and conditions hereinafter set forth;
and
WHEREAS, the Executive desires to be employed by the Company as Chief Operating Officer and
to perform and to serve the Company on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valid
consideration, the sufficiency of which is acknowledged, the Parties hereto agree as follows:
Section 1. Employment.
1.1. Term.
Subject to Section 3 hereof, the Company agrees to employ the Executive, and the Executive agrees to be employed by the Company, in each case pursuant to this Agreement, for a period commencing on June 1, 2019
(the “Effective Date”) and ending on the date of the termination of the Executive’s employment in accordance with the terms hereof. The Executive’s period of
employment pursuant to this Agreement shall hereinafter be referred to as the “Employment Period.”
1.2. Duties. During the Employment Period, the Executive shall serve as the Company’s Chief Operating Officer and in such other positions as an officer or
director of the Company and such Affiliates (as defined in Section 8.12 below) of the Company as the Executive and the board of directors of Parent (the “Board”)
shall mutually agree from time to time, and shall report directly to the Chief Executive Officer. In the Executive’s position as Chief Operating Officer, the Executive shall perform such duties, functions and responsibilities during the Employment Period as are commensurate with such position, as reasonably and lawfully directed by the
Chief Executive Officer. The Executive’s principal place of employment shall be the Company’s offices in New York, New York and White Plains, New York.
1.3. Exclusivity. During the Employment Period, the Executive shall devote substantially all of the Executive’s business time and attention to the business and affairs of the Company, shall faithfully serve the Company, and shall conform to
and comply with the lawful and reasonable directions and instructions given to the Executive by the Board, consistent with Section 1.2 hereof. During the Employment Period, the Executive shall use the Executive’s best efforts to promote and serve
the interests of the Company and shall not engage in any other business activity, whether or not such activity shall be engaged in for pecuniary profit; provided
that the Executive may (a) serve any civic, charitable, educational or professional organization and (b) manage the Executive’s personal investments, in each case so long as any such activities do not (X) violate the terms of this Agreement
(including Section 4) or (Y) interfere with the Executive’s duties and responsibilities to the Company.
Section 2. Compensation.
2.1. Salary. As compensation for the performance of the Executive’s services hereunder, during the Employment Period, the Company shall pay to the Executive a salary at an annual rate of $350,000, payable in accordance with the Company’s standard payroll policies (the “Base Salary”).
2.2. Annual Bonus. For each calendar year ending during the Employment Period, the Executive shall be eligible to receive an annual bonus (the “Annual Bonus”)
to be based upon Company performance and other criteria for each such calendar year as determined by the Board. The Executive’s target Annual Bonus opportunity for each calendar year that ends during the Employment Period shall be $200,000 (the “Target Annual Bonus Opportunity”). The amount of the Annual Bonus actually paid shall depend on the extent to which the performance goals, set annually by the Board, are
achieved or exceeded. For calendar year 2019, however, in no event shall the Annual Bonus be less than $116,666.67. The Annual Bonus shall be paid in the calendar year following the calendar year in respect of which it is earned at the same time
as the Company normally pays bonuses to other senior executives; provided, that, if Executive’s employment hereunder is terminated prior to the Annual Bonus payment date (a) by the Company for Cause or (b) by the Executive voluntarily without Good
Reason and not for death or Disability, the Annual Bonus shall not be payable.
2.3. Equity. The Executive shall be provided the following equity incentive interests and/or rights to purchase equity interests in the Parent:
(a) Initial Equity Grant. On or as soon as practicable following the Effective Date, Parent shall grant to the Executive a combination of restricted stock units (“RSUs”) and an option to purchase common stock of Parent (an “Option”), pursuant to
Parent’s 2017 Omnibus Equity Plan. For calendar year 2019, the RSUs and Option shall have an aggregate value of $350,000 on the date of grant, allocated 70% to the RSUs and 30% to the Option, with the Option valued based on its Black-Scholes
value and RSUs valued based on the present market value of the underlying common stock of Parent, in each case as of the date of grant.
(b) Subsequent
Annual Equity Grants. For future years, the Executive will be eligible to receive equity grants commensurate with his position, as determined by the Compensation Committee of Parent.
(c) One-Time Performance Equity Grant. On or as soon as practicable following the Effective Date, the Executive shall receive an additional one-time performance based share award with vesting linked to the Company’s achievement of certain stock prices during the
Employment Period, pursuant to the Equity Plan and a performance based share award agreement, substantially in the form attached hereto as Exhibit A.
2.4. Employee Benefits. During the Employment Period, the Executive shall be eligible to participate in such health and other group insurance and other employee benefit plans and programs of the Company as in effect from time to time on the same
basis as other senior executives of the Company.
2.5. Vacation. During the Employment Period, the Executive shall be entitled to an unlimited number of vacation days, pursuant to the Company’s MyTime policy.
2.6. Business Expenses. The Company shall pay or reimburse the Executive, upon presentation of documentation, for all commercially reasonable business out-of-pocket expenses that the Executive incurs during the Employment Period in performing the
Executive’s duties under this Agreement in accordance with the expense reimbursement policy of the Company as approved by the Board (or a committee thereof), as in effect from time to time. To the extent that any travel requires a flight
approximately two hours or longer, the Executive shall be permitted to fly business class. Notwithstanding anything herein to the contrary or otherwise, except to the extent any expense or reimbursement described in this Agreement does not
constitute a “deferral of compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations and guidance thereunder (“Section 409A”), any expense or reimbursement described in this Agreement shall meet the following requirements: (a) the amount of expenses eligible for reimbursement provided to the Executive during any
calendar year will not affect the amount of expenses eligible for reimbursement to the Executive in any other calendar year; (b) the reimbursements for expenses for which the Executive is entitled to be reimbursed shall be made on or before the
last day of the calendar quarter following the calendar quarter in which the applicable expense is incurred; (c) the right to payment or reimbursement or in-kind benefits hereunder may not be liquidated or exchanged for any other benefit; and (d)
the reimbursements shall be made pursuant to objectively determinable and nondiscretionary Company policies and procedures regarding such reimbursement of expenses.
2.7. Legal Fees. The Company shall reimburse the Executive up to $15,000 for reasonable, documented legal fees and related expenses incurred in connection with the drafting, negotiation and execution of this Agreement.
Section 3. Employment Termination.
3.1. Termination of Employment. The Company may terminate the Executive’s employment hereunder for any reason, and the Executive may voluntarily terminate the Executive’s employment hereunder for any reason at any time upon not less than 15 days’ notice
to the Company (the date on which the Executive’s employment terminates for any reason is herein referred to as the “Termination Date”). Upon the termination of the
Executive’s employment with the Company for any reason, the Executive shall be entitled to (a) payment of any Base Salary earned but unpaid through the Termination Date, (b) earned but unpaid Annual Bonus for calendar years completed prior to the
Termination Date (payable in the ordinary course pursuant to Section 2.2), (c) vested benefits (if any) in accordance with the applicable terms of applicable Company arrangements and (d) any unreimbursed expenses in accordance with Sections 2.6 and
2.7 hereof (collectively, the “Accrued Amounts”).
3.2. Certain Terminations.
(a) Termination by the Company other than for Cause, Death or Disability; Termination by
the Executive for Good Reason. If the Executive’s employment is terminated (X) by the Company other than for Cause, death or Disability or (Y) by the Executive for Good Reason, in addition to
the Accrued Amounts, the Executive shall be entitled to: (i) a payment equal to one times the sum of the Executive’s Base Salary at the rate in effect immediately prior to the Termination Date and the Annual Bonus actually paid to the Executive for
the previous calendar year (or the Target Annual Bonus Opportunity if the Termination Date occurs prior to the payment of the first Annual Bonus) (the “Severance Amount”);
(ii) payment of the Pro-Rata Bonus (as defined below), payable at the time when annual bonuses are paid generally and (ii) subject to the timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”) and the Executive’s copayment of premiums associated with such coverage consistent with amounts paid by the Executive during the year in which the
Termination Date occurs, the Company shall reimburse the Executive, on a monthly basis, for the excess costs of continued health benefits for himself and his covered dependents for the twelve-month period following the Termination Date, or such
earlier date on which COBRA coverage for the Executive and his covered dependents terminates in accordance with COBRA (“Medical Benefit Continuation”).
The Company’s obligations to pay the Severance Amount and the Pro-Rata Bonus and to provide Medical Benefit Continuation shall be conditioned upon (i) the
Executive’s continued compliance with the Executive’s obligations under Section 4 of this Agreement and (ii) the Executive executing and delivering to the Company a general release in the form attached hereto as Exhibit B (the “Release”) and the Release becoming irrevocable within 30 days following the Termination
Date (the date that the Release becomes irrevocable, the “Release Effective Date”). Payment of the Severance Amount will be made in equal installments on the
Company’s payroll dates occurring in the 12 month period following the Release Effective Date, and payments of the Medical Benefit Continuation will be paid, in each case commencing on the first payroll date of the Company following the Release
Effective Date; provided, that, if the 30-day period referred to in the preceding
sentence spans two calendar years, payments shall in all cases be paid or commence to be paid on the first payroll date in the second calendar year; provided,
further, that, the first payment will include any installments that would have been paid prior thereto but for this sentence.
If the Executive is not permitted to continue participation in the Company’s medical insurance plan pursuant to the terms of such plan or pursuant to a
determination by the Company’s insurance providers or such continued participation in any plan would result in the imposition of an excise tax on the Company pursuant to Section 4980D of the Code, the Company shall use reasonable efforts to obtain
individual insurance policies providing medical benefits to the Executive and his covered dependents during the Medical Benefits Continuation period, but shall be required to pay for such policies only an amount equal to the amount the Company
would have paid had the Executive continued participation in the Company’s medical plans; provided, that, if such coverage cannot be obtained, the Company shall pay
to the Executive monthly during the Medical Benefit Continuation period an amount equal to the amount the Company would have paid had the Executive continued participation in the Company’s medical plan.
(b) Termination by Death or Disability. If the Executive’s employment is terminated by reason of the Executive’s death or Disability, the Company shall pay the Executive (or the Executive’s heirs upon a termination by death) a pro-rata bonus for the year of
termination, equal to the Annual Bonus the Executive would have been entitled to receive had the Executive’s employment not been terminated, based on the actual performance of the Company for the full year, multiplied by a fraction, the numerator
of which is the number of days the Executive is employed by the Company during the applicable year prior to and including the Termination Date and the denominator of which is 365 (the “Pro-Rata Bonus”), payable at the time when annual bonuses are paid generally.
(c) Definitions. For purposes of Section 3, the following terms have the following meanings:
(1) “Cause” shall mean the Executive’s having engaged in any of the following: (A) willful misconduct or gross negligence in the performance of any of the Executive’s duties to the Company, which, if capable of being cured, is not cured to the
reasonable satisfaction of the Board within 30 days after the Executive receives from the Board written notice of such willful misconduct or gross negligence; (B) intentional failure or refusal to perform reasonably assigned duties by the Board or
to cooperate with an internal investigation being conducted by or at the direction of the Board, which is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Board written notice of such
failure or refusal; (C) any indictment for, conviction of, or plea of guilty or nolo contendere to, (1) any felony (other than motor vehicle offenses the effect of which do not materially affect the performance of the Executive’s duties) or (2) any
crime (whether or not a felony) involving fraud, theft, breach of trust or similar acts, whether of the United States or any state thereof or any similar foreign law to which the Executive may be subject; (D) any willful failure to comply with any
written rules, regulations, policies or procedures of the Company which, if not complied with, would reasonably be expected to have a material adverse effect on the business or financial condition of the Company, which in the case of a failure that
is capable of being cured, is not cured to the reasonable satisfaction of the Board within 30 days after the Executive receives from the Company written notice of such failure or (E) abuse of alcohol or another controlled substance. If the Company
terminates the Executive’s employment for Cause, the Company shall provide written notice to the Executive of that fact on or before the termination of employment.However, if, within 60 days following the termination, the Company first discovers
facts that would have established “Cause” for termination, and those facts were not known by the Company at the time of the termination, then the Company may provide Executive with written notice, including the facts establishing that the purported
“Cause” was not known at the time of the termination, in which case the Executive’s termination of employment will be considered a for Cause termination under this Agreement, and Executive shall be required to immediately return to the Company all
amounts previously paid or provided to the Executive pursuant to Section 3.2(a), and the Company shall have the right to cease to pay or provide any future amounts pursuant to Section 3.2(a).
(2) “Disability” shall mean the Executive is entitled to and has begun to receive long-term disability benefits under the long-term disability plan of the Company in which the Executive participates, or, if there is no such plan, the
Executive’s inability, due to physical or mental illness, to perform the essential functions of the Executive’s job, with or without a reasonable accommodation, for 180 days out of any 270 day consecutive day period.
(3) “Good Reason” shall mean one of the following has occurred: (A) a material breach by the Company of any of the covenants in this Agreement; (B) any reduction in the Executive’s Base Salary or bonus opportunity; (C) the relocation of the
Executive’s principal place of employment that would increase the Executive’s one-way commute by more than 20 miles; or (D) any material and adverse change in the Executive’s position, title or status or any change in the Executive’s job duties,
authority or responsibilities to those of lesser status. A termination of employment by the Executive for Good Reason shall be effectuated by giving the Company written notice of the termination, setting forth the conduct of the Company that
constitutes Good Reason, within 30 days of the first date on which the Executive has knowledge of such conduct.The Executive shall further provide the
Company at least 30 days following the date on which such notice is provided to cure such conduct. Failing such cure, a termination of employment by the Executive for Good Reason shall be effective on the day following the expiration of such cure
period.
(d) Section 409A. If the Executive is a “specified employee” for purposes of Section 409A, to the extent the Severance Amount required to be paid pursuant to Section 3.2 hereof constitutes “non-qualified deferred compensation” for purposes
of Section 409A, payment thereof shall be delayed until the day after the first to occur of (i) the day which is six months from the Termination Date and (ii) the date of the Executive’s death, with any delayed amounts being paid in a lump sum on
such date and any remaining payments being made in the normal course. For purposes of this Agreement, the terms “terminate,” “terminated” and “termination” mean a termination of the Executive’s employment that constitutes a “separation from
service” within the meaning of the default rules under Section 409A. For purposes of Section 409A, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.
3.3. Exclusive Remedy. The foregoing payments upon termination of the Executive’s employment shall constitute the exclusive severance payments and benefits due the Executive upon a termination of the Executive’s employment.
3.4. Resignation from All Positions. Upon the termination of the Executive’s employment with the Company for any reason, the Executive shall, if requested, resign as of the Termination Date, from all positions the Executive then holds as an officer, director
and member of the boards of directors (and any committee thereof) of the Company and its Affiliates. The Executive shall be required to execute such writings as are required to effectuate the foregoing.
3.5. Cooperation. Following the termination of the Executive’s employment with the Company for any reason, upon reasonable request from the Company and at the Company’s expense, the Executive shall respond and provide information with
respect to matters in which Executive has knowledge as a result of his services to the Company and its subsidiaries, and will provide reasonable assistance to the Company in defense of any claims that may be made against the Company, and will
assist the Company in the prosecution of any claims that may be made by the Company, to the extent that such claims may relate to the period of the Executive’s employment with the Company.
Section 4.
Unauthorized Disclosure; Non-Competition; Non-Solicitation; Interference with Business
Relationships; Proprietary Rights.
4.1. Unauthorized Disclosure. The Executive agrees and understands that in the Executive’s position with the Company, the Executive will be exposed to and will receive information relating to the confidential affairs of the Company and its Affiliates,
including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans,
business policies and practices of the Company and its Affiliates and other forms of information considered by the Company and its Affiliates to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and
development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s
violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s
employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or
organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the
Company and shall not use or attempt to use any such information in any manner other than in connection with the Executive’s employment with the Company, unless required or permitted by law to disclose such information, in which case the Executive
shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as reasonably practicable. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination
of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs,
machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during the Executive’s employment with the Company, and any copies thereof, in each case, to the
extent remaining in the Executive’s (or capable of being reduced to the Executive’s) possession. Notwithstanding the foregoing, nothing herein shall prevent the Executive from disclosing Confidential Information to the extent required by law.
Additionally, nothing herein shall preclude the Executive’s right to communicate, cooperate or file a complaint with any U.S. federal, state or local governmental or law enforcement branch, agency or entity (collectively, a “Governmental Entity”) with respect to possible violations of any U.S. federal, state or local law or regulation, or otherwise make disclosures to any Governmental Entity,
in each case, that are protected under the whistleblower or similar provisions of any such law or regulation; provided that in each case such communications and
disclosures are consistent with applicable law. Nothing herein shall preclude the Executive’s right to receive an award from a Governmental Entity for information provided under any whistleblower or similar program. The Executive shall not be
held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or
investigating a suspected violation of law. The Executive shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in a complaint or other document filed in a
lawsuit or other proceeding, provided that such filing is made under seal. If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s
attorney and use the trade secret information in any related court proceeding, provided that the Executive files any document containing the trade secret under seal and does not disclose the trade secret except pursuant to court order.
4.2. Non-Competition. By and in consideration of the Company entering into this Agreement, and in further consideration of the Executive’s exposure to the Confidential Information, the Executive agrees that the Executive shall not, during the
Employment Period and for a period of 12 months after the Executive’s termination of employment for any reason (the “Restriction Period”), directly or indirectly,
own, manage, operate, join, control, be employed by, or participate in the ownership, management, operation or control of, or be connected in any manner with, including, without limitation, holding any position as a stockholder, director, officer,
consultant, independent contractor, employee, partner, or investor in, any Restricted Enterprise (as defined below); provided that in no event shall (X) ownership by
the Executive of two percent or less of the outstanding securities of any class of any issuer whose securities are registered under the Securities Exchange Act of 1934, as amended, standing alone, be prohibited by this Section 4.2, so long as the
Executive does not have, or exercise, any rights to manage or operate the business of such issuer other than rights as a shareholder thereof or (Y) being employed by an entity, standing alone, be prohibited by this Section 4.2, so long as the
entity has more than one discrete and readily distinguishable part of its business and the Executive’s duties are not at or involving the part of the entity’s business that is actively engaged in a Restricted Enterprise. For purposes of this
paragraph, “Restricted Enterprise” shall mean any Person that is engaged, directly or indirectly, in a business which is in competition with a business of Parent or
any of its subsidiaries as of the Termination Date in any country or territory in which Parent or any of its subsidiaries markets any of its services or products or has plans to begin marketing any of its services or products. During the
Restriction Period, upon request of the Company, the Executive shall notify the Company of the Executive’s then-current employment status.
4.3. Non-Solicitation of Employees. During the Restriction Period, the Executive shall not directly or indirectly hire, contact, induce or solicit (or assist any Person to hire, contact, induce or solicit) for employment any person who is, or within 12 months
prior to the date of such hiring, contacting, inducing or solicitation was, an employee of the Company or any of its Affiliates; provided, however, that the foregoing shall not prevent the Executive from placing advertisements in publications of
general circulation or on job search websites, so long as the Executive is not personally involved in recruiting any individual who responds to such an advertisement.
4.4. Interference with Business Relationships.
During the Restriction Period (other than in connection with carrying out the Executive’s responsibilities for the Company and its Affiliates), the Executive shall not directly or indirectly induce or solicit (or
assist any Person to induce or solicit) any customer or client of the Company or its subsidiaries to terminate its relationship or otherwise cease doing business in whole or in part with the Company or its Affiliates, or directly or indirectly
interfere with (or assist any Person to interfere with) any material relationship between the Company or its Affiliates and any of its or their customers or clients so as to cause harm to the Company or its Affiliates.
4.5. Extension of Restriction Period. The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Section 4.2, 4.3 or 4.4 hereof.
4.6. Proprietary Rights. Except to the extent any rights in any inventions, discoveries, and improvements (whether or not patentable or registrable under copyright or similar statutes), and all patentable or copyrightable works, initiated,
conceived, discovered, reduced to practice, or made by the Executive, either alone or in conjunction with others, during the Executive’s employment with the Company and related to the business or activities of the Company and its Affiliates (the “Developments”) constitute a work made for hire under the U.S. Copyright Act, 17 U.S.C. § 101 et seq. that are owned ab initio by the Company and/or its applicable
Affiliate, the Executive assigns and agrees to assign all of the Executive’s right, title and interest in all Developments (including all intellectual property rights therein) to the Company or its nominee without further compensation, including
all rights or benefits therefor, including without limitation the right to xxx and recover for past and future infringement. The Executive acknowledges that any rights in any Developments constituting a work made for hire under the U.S. Copyright
Act, 17 U.S.C § 101 et seq. are owned upon creation by the Company and/or its applicable Affiliate as the Executive’s employer. The Executive hereby expressly and irrevocably waives any and all moral rights in the Developments including, without
limitation, the right to attribution or anonymity in respect of authorship, the right to restrain any distortion, mutilation or other modification of any such Developments and the right to prohibit any use of any such Developments in association
with a product, service, cause or institution that may be prejudicial to his honor or reputation. Whenever requested to do so by the Company, and at the expense of the Company, the Executive shall execute any and all applications, assignments or
other instruments which the Company shall reasonably deem necessary to apply for and obtain trademarks, patents or copyrights of the United States or any foreign country or otherwise protect the interests of the Company and its Affiliates therein
with respect to the Developments. These obligations shall continue beyond the end of the Executive’s employment with the Company with respect to Developments initiated, conceived or made by the Executive while employed by the Company, and shall be
binding upon the Executive’s employers, assigns, executors, administrators and other legal representatives. In connection with the Executive’s execution of this Agreement, the Executive has informed the Company in writing of any interest in any
inventions or intellectual property rights related to the Company’s business that the Executive holds as of the date hereof. If the Company is unable for any reason, after reasonable effort, to obtain the Executive’s signature on any document
needed in connection with the actions described in this Section 4.6, the Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as the Executive’s agent and attorney in fact to act for and on
the Executive’s behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 4.6 with the same legal force and effect as if executed by the Executive.
4.7. Confidentiality of Agreement. Other than with respect to information required to be disclosed by applicable law, the parties hereto agree not to disclose the terms of this Agreement to any Person; provided that the Executive may disclose this Agreement and/or any of its terms to the Executive’s immediate family, financial advisors and attorneys, so long as the Executive instructs every such Person to
whom the Executive makes such disclosure not to disclose the terms of this Agreement further. Any time after this Agreement is filed with the SEC or any other government agency by the Company and becomes a public record, this provision shall no
longer apply.
4.8. Remedies. The Executive agrees that any breach of the terms of this
Section 4 would result in irreparable injury and damage to the Company for which the Company would have no adequate remedy at law; the Executive therefore also agrees that in the event of
said breach or any threat of breach, the Company shall be entitled to an immediate injunction and restraining order to prevent such breach, threatened breach and/or continued breach by the Executive and/or any and all Persons acting for and/or with
the Executive, without having to prove damages, in addition to any other remedies to which the Company may be entitled at law or in equity. The terms of this paragraph shall not prevent the Company from pursuing any other available remedies for
any breach or threatened breach hereof, including, without limitation, the recovery of damages from the Executive. The Executive and the Company further agree that the provisions of the covenants contained in this Section 4 are reasonable and
necessary to protect the businesses of the Company and its Affiliates because of the Executive’s access to Confidential Information and the Executive’s material participation in the operation of such businesses.
Section 5. Representations. The Executive represents and warrants that (a) the Executive is not subject to any contract, arrangement, policy or understanding, or to any statute, governmental rule or regulation, that in any way limits the Executive’s ability to enter
into and fully perform the Executive’s obligations under this Agreement and (b) the Executive is not otherwise unable to enter into and fully perform the Executive’s obligations under this Agreement. In the event of a breach of any representation
in this Section 5, the Company may terminate this Agreement and the Executive’s employment with the Company without any liability to the Executive and the Executive shall indemnify the Company for any liability it may incur as a result of any such
breach.
Section 6. Non-Disparagement. From and after the Effective Date and following termination of the Executive’s employment with the Company (i) the Executive agrees not to make any statement that is intended to become public, or that should reasonably be
expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the Company, any of its subsidiaries, Affiliates, employees, officers, directors or stockholders, and (ii) the Company agrees to instruct each
director and executive officer of the Company not to make any statement that is intended to become public, or that should reasonably be expected to become public, and that criticizes, ridicules, disparages or is otherwise derogatory of the
Executive.
Section 7. Taxes; Clawbacks.
7.1. Withholding. All amounts paid to the Executive under this Agreement during or following the Employment Period shall be subject to withholding and other employment taxes imposed by applicable law. The Executive shall be solely
responsible for the payment of all taxes imposed on the Executive relating to the payment or provision of any amounts or benefits hereunder.
7.2. Section 280G. (a) In the event that shareholder approval is not obtained pursuant to Section 7.2(c) below, if (i) the aggregate of all amounts and benefits due to the Executive under this Agreement or under any other Company arrangement
would, if received by the Executive in full and valued under Section 280G of the Code, constitute “parachute payments” as defined in and under Section 280G of the Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, be less than
the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” as defined in and under Section 280G of
the Code, less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be
reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if
the Executive fails to select an order under the preceding sentence, any such reduction shall occur in the following order: (i) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market
value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (ii) by reducing any cash payments not subject to Section 409A of the Code;
(iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (iv), by reducing any cash payments that are
subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (v) by reducing the payments of any restricted stock, restricted
stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to performance-based vesting (and if there be more than one such award held by the Executive, by reducing the
awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); (vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar
equity-based awards that have been awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such award held by Executive, by reducing the awards in the reverse order of the date of their award,
with the most-recently awarded reduced first and the oldest award reduced last); and (vii) by reducing the acceleration of vesting of any stock options that are not described in (i), above.
(b) It is possible that after the determinations and selections made pursuant to this Section 7.2, the
Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to
a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the
Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that
it is determined (i) by a court or (ii) by the Auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the
applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment.
(c) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other plan, program, agreement, or
arrangement of the Company or any of its Affiliates may constitute a “parachute payment” under Section 280G(b)(2) of the Code, the Company (if eligible to use such exemption) shall use its best reasonable efforts to obtain shareholder approval of
such payments for purposes of Section 280G(b)(5) of the Code.
7.3. Clawbacks. If any law, rule or regulation applicable to the Company or its Affiliates (including any rule or requirement of any nationally recognized stock exchange on which the stock of the Company or its Affiliates has been listed),
or any policy of the Company or its Affiliates reasonably designed to comply therewith, requires the forfeiture or recoupment of any amount paid or payable to the Executive hereunder (or under any other agreement between the Executive and the
Company or its Affiliates or under any plan in which the Executive participates), the Executive hereby consents to such forfeiture or recoupment, in each case in the time and manner determined by the Company in its reasonable good faith
discretion. Furthermore, if the Executive engages in any act of embezzlement, fraud or dishonesty involving the Company or its Affiliates which results in a financial loss to the Company or its Affiliates, the Company shall be entitled to recoup
an amount from the Executive determined by the Company in its reasonable discretion to be commensurate with such financial loss.
Section 8. Miscellaneous.
8.1. Indemnification and Insurance. On the Effective Date, Parent and the Executive shall enter into the standard form of indemnification agreement that Parent offers to its Section 16 officers. The Executive shall be covered under any directors’ and
officers’ insurance that the Company and Parent maintain for its directors and other officers in the same manner and on the same basis as the Company’s and Parent’s other directors and other senior officers.
8.2. Amendments and Waivers. This Agreement and any of the provisions hereof may be amended, waived (either generally or in a particular instance and either retroactively
or prospectively), modified or supplemented, in whole or in part, only by written agreement signed by the parties hereto; provided that the observance of any
provision of this Agreement may be waived in writing by the Party that will lose the benefit of such provision as a result of such waiver. The waiver by either Party of a breach of any provision of this Agreement shall not operate or be construed
as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach, except as otherwise explicitly provided for in such waiver. Except as otherwise expressly provided herein, no failure on the part of either Party to
exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by
such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.
8.3. Assignment; No Third-Party Beneficiaries.
This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned by the Executive, and any purported assignment by the Executive in violation hereof shall be null and void. Nothing in
this Agreement shall confer upon any Person not a party to this Agreement, or the legal representatives of such Person, any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, except the personal representative
of the deceased Executive may enforce the provisions hereof applicable in the event of the death of the Executive. The Company is authorized to assign this Agreement and its rights and obligations hereunder without the consent of the Executive as
part of the transfer of all or substantially all of its properties or assets to any other Person or entity.
8.4. Notices. Unless otherwise provided herein, all notices, requests, demands, claims and other communications provided for under the terms of this Agreement shall be in writing. Any notice, request, demand, claim or other communication hereunder shall
be sent by (i) personal delivery (including receipted courier service) or overnight delivery service, with confirmation of receipt, (ii) e-mail, (iii) facsimile, with confirmation of receipt, to the number indicated, (iv) reputable commercial
overnight delivery service courier, with confirmation of receipt or (v) registered or certified mail, return receipt requested, postage prepaid and addressed to the intended recipient as set forth below:
If to the Company or Parent:
Emerald Expositions, LLC
00000 Xxx Xxxxxx Xx., Xxxxx 000
Xxx Xxxx Xxxxxxxxxx, XX 00000
Attention: Chairman of the Board and General Counsel
with a copy to:
Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx LLP
Xxx Xxx Xxxx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx Xxxx, Esq.
Facsimile: 212-859-4000
If to the Executive: At the Executive’s principal office at the Company (during the Employment Period), and at all times to the Executive’s principal residence as reflected in the records of the Company. If by e-mail, to the Executive’s Company-supplied e-mail address.
with a copy to:
Xxxxxx and Xxxxxx, P.A.
2200 IDS Center
00 Xxxxx 0xx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxxxx
All such notices, requests, consents and other communications shall be deemed to have been given when received (or the following business day in the case of
emails or facsimiles delivered after normal business hours at the location of the recipient). Either Party may change its facsimile number or its address to which notices, requests, demands, claims and other communications hereunder are to be
delivered by giving the other parties hereto notice in the manner then set forth.
8.5. Governing Law. This Agreement shall be construed and enforced in accordance with, and the rights and obligations of the parties hereto shall be governed by, the laws of the State of New York without giving effect to the conflicts of law
principles thereof.
8.6. Jurisdiction; Waiver of Jury Trial. The Executive agrees that jurisdiction and venue for any action arising from or relating to this Agreement or the relationship
among the parties hereto, including but not limited to matters concerning validity, construction, performance, or enforcement, shall be exclusively in the federal and state courts of the State of New York located in New York County (collectively,
the “Selected Courts”) (provided, that a final judgment in any such action shall be conclusive and enforced in other jurisdictions) and further agree that service of
process may be made in any matter permitted by law. The Executive irrevocably waives and agrees not to assert (i) any objection which he may ever have to the laying of venue of any action or proceeding arising out of this Agreement or the
transactions contemplated hereby in the Selected Courts, and (ii) any claim that any such action brought in any such court has been brought in an inconvenient forum. This Section 8.6 is intended to fix the location of potential litigation among
the parties hereto and does not create any causes of action or waive any defenses or immunities to suit. EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, TO THE EXTENT LAWFUL, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY
COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.
8.7. Severability. Whenever possible, each provision or portion of any provision of this Agreement, including those contained in Section 4 hereof, will be interpreted in such manner as to be effective and valid under applicable law but the
invalidity or unenforceability of any provision or portion of any provision of this Agreement in any jurisdiction shall not affect the validity or enforceability of the remainder of this Agreement in that jurisdiction or the validity or
enforceability of this Agreement, including that provision or portion of any provision, in any other jurisdiction. In addition, should a court or arbitrator determine that any provision or portion of any provision of this Agreement, including
those contained in Section 4 hereof, is not reasonable or valid, either in period of time, geographical area, or otherwise, the Parties agree that such provision should be interpreted and enforced to the maximum extent which such court or
arbitrator deems reasonable or valid.
8.8. Entire Agreement. From and after the Effective Date, this Agreement constitutes the entire agreement among the parties hereto, and supersedes all prior representations, agreements and understandings (including any prior course of dealings),
both written and oral, among the parties hereto with respect to the subject matter hereof.
8.9. Counterparts. This Agreement may be executed by .pdf or facsimile signatures in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.
8.10. Binding Effect. This Agreement shall inure to the benefit of, and be binding on, the successors and assigns of each of the parties hereto, including, without limitation, the Executive’s heirs and the personal representatives of the
Executive’s estate and any successor to all or substantially all of the business and/or assets of the Company or Parent.
8.11. General Interpretive Principles. The name assigned to this Agreement and headings of the sections, paragraphs, subparagraphs, clauses and subclauses of this Agreement are for convenience of reference only and shall not in any way affect the meaning or
interpretation of any of the provisions hereof. Words of inclusion shall not be construed as terms of limitation herein, so that references to “include,” “includes” and “including” shall not be limiting and shall be regarded as references to
non-exclusive and non-characterizing illustrations. Any reference to a Section of the Code shall be deemed to include any successor to such Section.
8.12. Affiliates. For purposes of this Agreement, the term “Affiliates” means any person or
entity Controlling, Controlled by, or Under Common Control with the Company. The term “Control,” including the correlative terms “Controlling,” “Controlled By,” and “Under Common Control with” means possession, directly or
indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities of any company or other ownership interest, by contract or otherwise) of a person or entity.
[signature page follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
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EMERALD EXPOSITIONS, LLC
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx
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Title:
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SVP, General Counsel and Secretary
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By:
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/s/ Xxxxx Xxxxxxx
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Name:
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Xxxxx Xxxxxxx
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Title:
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SVP, General Counsel and Secretary
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| EXECUTIVE | ||
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/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
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Exhibit A
Form of Performance
Based Share Award Agreement
Exhibit B
You should consult with an attorney before signing this release of claims.
Release
1. In consideration of the payments and benefits to be made under the Employment Agreement, dated as of May 22, 2019 (the “Employment Agreement”), by and between Xxxxx Xxxxx (the “Executive”) and Emerald Expositions, LLC, (the “Company”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”), and solely for the purpose of Section 2.3 of the Employment Agreement, Emerald Expositions Events, Inc., (“Parent”), the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding the Executive and the Executive’s heirs, executors, administrators and assigns, does hereby release, remise, acquit and
forever discharge the Company and each of its subsidiaries and Affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, insurers, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of
each of the foregoing (collectively, the “Company Released Parties”), of and from any and
all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise,
whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had,
owned or held, arising on or prior to the date hereof, against any Company Released Party that arises out of, or relates to, the Employment Agreement, the Executive’s employment with the Company or any of its subsidiaries and Affiliates, or any
termination of such employment, including claims (i) for severance, unpaid wages, salary or incentive payments, (ii) for breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional
harm or other tort, (iii) for any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and (iv) for employment discrimination under any applicable federal, state or local statute, provision, order
or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the New York Labor Code (specifically including the New York Retaliatory Action by Employers Law, the New York State Worker Adjustment and Retraining Notification Act, the New York Nondiscrimination for Legal Actions
Law and Article 6 of the New York Labor Law (which regulates the payment of wages and prohibits employers from discriminating in wages based on sex)), Section 125 of the New York Workers’ Compensation Law, Article 4 of the New York Civil Rights
Law, and any similar or analogous state statute, excepting only:
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A.
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rights of the Executive arising under, or preserved by, this Release or Section 3 of the Employment Agreement;
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B.
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the right of the Executive to receive COBRA continuation coverage in accordance with applicable law;
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C.
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claims for benefits under any health, disability, retirement, life insurance or other, similar employee benefit plan (within the meaning of Section 3(3)
of ERISA) of the Company Affiliated Group;
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D.
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rights to indemnification the Executive has or may have under the by-laws or certificate of incorporation of any member of the Company Affiliated Group
or as an insured under any director’s and officer’s liability insurance policy now or previously in force; and
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E.
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rights granted to the Executive during the Executive’s employment related to the purchase and/or grant of equity of Emerald Expositions Events, Inc.
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2. The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.
3. This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages,
liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses.
4. The Executive specifically acknowledges that the Executive’s acceptance of the terms of this Release is, among other things, a specific
waiver of the Executive’s rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything
contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.
5. The Executive acknowledges that the Executive has
been given a period of twenty-one (21) days to consider whether to execute this Release. If the Executive accepts the terms hereof and executes this Release, the Executive may thereafter, for a period of seven (7) days following (and not
including) the date of execution, revoke this Release. Any revocation within this period must be submitted, in writing, to Xxxxxx Xxxxx, VP, HR, Emerald Expositions, LLC, 000 Xxxxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, and must state: “I hereby
revoke my acceptance of the Release of Claims.” The revocation must be either: (a) personally delivered to Xxxxxx Xxxxx within 7 calendar days after the day Executive signs the Release; (b) mailed to Xxxxxx Xxxxx at the address specified above by
First Class United States mail and postmarked within 7 calendar days after the day Executive signs the Release; or (c) delivered to Xxxxxx Xxxxx at the address specified above through a reputable overnight delivery service with documented evidence
that it was sent within 7 calendar days after the day Executive signed the Release. If no such revocation occurs, this Release shall become irrevocable in its entirety, and binding and enforceable against the Executive, on the day next following
the day on which the foregoing seven-day period has elapsed. If such a revocation occurs, the Executive shall irrevocably forfeit any right to payment of the Severance Amount and the Pro-Rata Bonus and provision of the Medical Benefit
Continuation (as each is defined in the Employment Agreement), but the remainder of the Employment Agreement shall continue in full force.
6. The Executive acknowledges and agrees that the Executive has not, with respect to any
transaction or state of facts existing prior to the date hereof, filed or caused to be filed, and is not presently a party to, any complaints, charges or lawsuits against any Company Released Party with any governmental agency, court or tribunal. The Executive agrees to immediately withdraw or dismiss any complaints, charges or lawsuits that she has filed or caused to be filed, or to which
she is a party, against any Company Released Party. Solely with respect to the claims waived in this Release, the Executive (a) agrees not to file or maintain any complaint, charge or lawsuit against any Company Released Party and (b) agrees not
to (i) participate in, or encourage the pursuit of, any claims, or (ii) accept payment from any litigation or threatened litigation against any Company Released Party, unless compelled to testify pursuant to subpoena or order of a court of
competent jurisdiction.
7. THE EXECUTIVE ACKNOWLEDGES THAT THE EXECUTIVE HAS BEEN ADVISED TO SEEK, AND HAS HAD THE OPPORTUNITY TO SEEK, THE ADVICE AND
ASSISTANCE OF AN ATTORNEY WITH REGARD TO THIS RELEASE, AND HAS BEEN GIVEN A SUFFICIENT PERIOD WITHIN WHICH TO CONSIDER THIS RELEASE.
8. The Executive acknowledges that this Release relates only to claims that exist as of the date of this Release.
9. The Executive acknowledges that the severance payments and benefits the Executive is receiving in connection with this
Release and the Executive’s obligations under this Release are in addition to anything of value to which the Executive is entitled from the Company.
10. Each provision hereof is severable from this Release, and if one or more provisions hereof are declared invalid, the
remaining provisions shall nevertheless remain in full force and effect. If any provision of this Release is so broad, in scope, or duration or otherwise, as to be unenforceable, such provision shall be interpreted to be only so broad as is
enforceable.
11. This Release constitutes the complete agreement of the Parties in respect of the subject matter hereof and shall supersede
all prior agreements between the Parties in respect of the subject matter hereof except to the extent set forth herein. For the avoidance of doubt, however, nothing in this
Release shall constitute a waiver of any Company Released Party’s right to enforce any obligations of the Executive under the Employment Agreement that survive the Employment Agreement’s termination, including without limitation, any
non-competition covenant, non-solicitation covenant or any other restrictive covenants contained therein.
12. The failure to enforce at any time any of the provisions of this Release or to require at any time performance by another
party of any of the provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this Release, or any part hereof, or the right of any party thereafter to enforce each and every such provision in
accordance with the terms of this Release.
13. This Release may be executed in counterparts, both of which shall be deemed to be an original, but all of which together
shall constitute one and the same instrument. Signatures delivered by facsimile, email or pdf shall be deemed effective for all purposes.
14. This Release shall be binding upon any and all successors and assigns of the Executive and the Company.
15. Except for issues or matters as to which federal law is applicable, this Release shall be governed by and construed and
enforced in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof.
16. Employee further affirms that he has timely been paid or has received all compensation, wages, bonuses, commissions and
benefits to which he may be entitled and that no other leave (paid or unpaid), compensation, wages, bonuses, commissions or benefits are due to him except as follows:
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[signature page follows]
IN WITNESS WHEREOF, this Release has been signed by or on behalf of each of the Parties, all as of
____________________.
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EMERALD EXPOSITIONS, LLC
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By:
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Name:
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Title:
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| EXECUTIVE | ||
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Xxxxx Xxxxx
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