EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of
March 1 , 1999, by and between Xxxxxx Residential Properties,
Inc., a Maryland corporation (the "Company"), and Xxxxxxxx X.
Xxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires (a) to assure itself of both
present and future continuity of management, (b) to provide
certain minimum termination benefits for Executive, and (c) to
provide additional inducements for Executive to continue to
remain in the employ of the Company following the date hereof;
and
WHEREAS, Executive is willing to render services to the
Company on the terms and subject to the conditions set forth in
this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises
and the agreements set forth herein, the Company and Executive
agree as follows:
1. Employment. The Company agrees to and does hereby employ
Executive to perform the duties of Executive Vice President -
Property Operations of the Company, and Executive accepts such
employment, upon the terms and conditions set forth herein.
2. Term. The term of this Agreement shall be the period
commencing as of the date set forth above and continuing
thereafter for a period of three years (as extended as
hereinafter provided, the "Term"); provided, however, that at the
end of such three year period and each anniversary date
thereafter, the Term will automatically be extended for an
additional year unless, not later than 60 days prior to the end
of such three year period or any such anniversary date, as the
case may be, the Company or Executive shall have given notice
that the Company or Executive, as the case may be, does not wish
to have the Term extended.
3. Duties and Services.
(a) Executive agrees to serve the Company as the Executive Vice
President - Property Operations and to devote his full time,
attention and energies to the business of the Company and will
not, without the prior written consent of the Board or Directors
of the Company (the "Board"), be engaged (whether or not during
normal business hours) in any other business or professional
activity, whether or not such activities are pursued for gain,
profit or other pecuniary advantage. Notwithstanding the
foregoing, Executive will not be prevented from (i) engaging in
any civic or charitable activity for which Executive receives no
compensation or other pecuniary advantage; (ii) investing his
personal assets in businesses which do not compete with the
Company provided that such investment will not require any
services on the part of Executive in the operation of the affairs
of the businesses in which investments are made and provided
further that Executive's participation in such businesses is
solely that of an investor; (iii) purchasing securities in any
corporation whose securities are publicly traded, provided that
such purchases will not result in Executive owning beneficially
at any time five percent (5%) or more of the equity securities of
any corporation engaged in a business competitive with that of
the Company; or (iv) participating in any other activity approved
in advance in writing by the Board. Executive also agrees to
perform from time to time such other executive services as the
Company shall reasonably request, provided that such services
shall be consistent with his position and status as Executive
Vice President - Property Operations. In attending to the
business and affairs of the Company, Executive agrees to serve
the Company faithfully, diligently and to the best of his
ability.
(b) The duties and responsibilities of Executive shall be
commensurate with those of the executive vice president -
property operations of any large, publicly-held corporation
similar to the Company.
4. Compensation.
(a) As consideration for the services to be rendered hereunder by
Executive, the Company agrees to pay Executive, and Executive
agrees to accept, payable in accordance with the Company's
standard payroll practices for executives, but payable in not
less than bi-weekly installments, compensation of (i) $175,000
for the 12 month period commencing on the date hereof, (ii)
$200,000 for the 12 month period commencing on the first
anniversary of the date hereof and (iii) $225,000 for the 12
month period commencing on the second anniversary of the date
hereof, or such greater amounts as may be determined from time to
time by the Board pursuant to performance reviews to be conducted
on an annual basis or such shorter time period as the Board shall
deem appropriate.
(b) At all times during the Term, Executive shall be eligible to
receive an annual incentive bonus as provided for in any
incentive plan of the Company, based on the level of
accomplishment of specific performance targets established by the
Board or any committee thereof, or such other bonus plans as may
be adopted by the Board from time to time in the future. In
addition, Executive shall participate in any Company perquisite
and supplemental benefit programs established for the benefit of
senior executives of the Company.
5. Termination for Cause.
(a) In the event that Executive shall be discharged for "Cause"
as provided in Section 5(b) hereof, all compensation payable to
Executive pursuant to Section 4 in respect of periods after such
discharge shall terminate immediately upon such discharge, and
the Company shall have no obligations with respect thereto, nor
shall the Company be obligated to pay Executive severance
compensation under Section 7 hereof.
(b) For the purposes of this Agreement, "Cause" shall mean that,
prior to any termination pursuant to Section 5(a) hereof,
Executive shall have committed:
(i) an intentional act or acts of fraud, embezzlement or theft
constituting a felony and resulting or intended to result
directly or indirectly in gain or personal enrichment for
Executive at the expense of the Company; or
(ii) the continued, repeated, intentional and willful refusal to
perform the duties associated with Executive's position with the
Company, which is not cured within 15 days following written
notice to Executive.
For purposes of this Agreement, no act or failure to act on the
part of Executive shall be deemed "intentional" if it was due
primarily to an error in judgment or negligence, but shall be
deemed "intentional" only if done or omitted to be done by
Executive not in good faith and without reasonable belief that
his action or omission was in the best interest of the Company.
Executive shall not be deemed to have been terminated for
"Cause" hereunder unless and until there shall have been
delivered to Executive a copy of a resolution duly adopted by the
affirmative vote of not less than a majority of the Board then in
office at a meeting of the Board called and held for such
purpose, after reasonable notice to Executive and an opportunity
for Executive, together with his counsel (if Executive chooses to
have counsel present at such meeting), to be heard before the
Board, finding that, in the good faith opinion of the Board,
Executive had committed an act constituting "Cause" as herein
defined and specifying the particulars thereof in detail.
Nothing herein will limit the right of Executive or his
beneficiaries to contest the validity or propriety of any such
determination.
6. Termination Without Cause. Either the Company or Executive
may terminate this Agreement without Cause, but only upon
delivery to the other party of a written notice of termination
specifying a termination date at least 30 days, but not more than
60 days, after the date of delivery of such notice. Executive
may elect to terminate this Agreement under this Section 6 at any
time prior to receiving the Board resolution described in Section
5(b) hereof notwithstanding that the Company claims a right to
terminate Executive under Section 5(a) hereof and such election
by Executive shall be binding on both parties.
7. Termination Compensation.
(a) If, during the Term, this Agreement is terminated (i) for any
reason other than (A) pursuant to Section 5(a) hereof, (B) by
reason of death, (C) by reason of "Disability," or (D) by notice
by Executive pursuant to Section 6 hereof or (ii) by Executive
due to "Constructive Discharge," then Executive shall receive
termination pay in an amount equal to the highest annualized rate
of Executive's Salary prior to the date of termination, payable
in cash within five business days of the date of termination.
(b) For the purposes of this Agreement, "Constructive Discharge"
shall mean:
(i) any reduction in Salary;
(ii) a material reduction in Executive's job function, authority,
duties or responsibilities, or a similar change in Executive's
reporting relationships;
(iii) a required relocation of Executive of more than 35
miles from Executive's current job location;
(iv) any breach of any of the terms of this Agreement by the
Company which is not cured within 15 days following written
notice thereof by Executive to the Company; or
(v) in the event of a "Change in Control" (as hereinafter
defined) Executive has reasonably determined that, as a result of
a change in circumstances following the Change in Control of the
Company that significantly affect his relationship with the
Company, he is unable to exercise the authority, duties and
responsibilities contemplated by Section 3 hereof;
provided, however, that the term "Constructive Discharge" shall
not include a specific event described in the preceding clause
(i), (ii), (iii), (iv) or (v) unless Executive actually
terminates his employment with the Company within 60 days after
the occurrence of such event.
(c) The amount of compensation payable pursuant to this Section 7
is not subject to any deduction (except for withholding taxes),
reduction, offset or counterclaim, and the Company may not give
advance notice of termination in lieu of the payment provided for
in this Section 7.
8. Termination in the Event of Death. This Agreement shall
terminate automatically upon the death of Executive. In such
event, the Company shall pay to Executive's legal representative
only the base salary due to Executive up to the date of
termination as well as incentive bonuses, which have accrued
through the date of termination, and benefits payable pursuant to
this Agreement.
9. Termination in the Event of Disability. If during the Term,
Executive becomes physically or mentally disabled so as to become
unable, for a period of more than six (6) consecutive months, to
perform his duties hereunder on substantially a full time basis
("Disability"), the Company may at its option terminate this
Agreement upon not less than thirty (30) days' written notice.
In the event of such termination, Executive shall be entitled to
continue to receive his base salary and benefits, excluding any
incentive bonuses, for a period equal to the lesser of (a)
twenty-four (24) months from the date of termination and (b) the
remainder of the Term, and then shall receive such benefits as
are available to senior executives of the Company under any
applicable disability plan.
10. Change in Control of the Company.
(a) If a Change in Control (as hereinafter defined) of the
Company occurs prior to the scheduled expiration of the Term and
within three years after the Change in Control of the Company (i)
Executive is terminated by the Company for reasons other than (A)
death, (B) Disability, or (C) Cause or (ii) Executive terminates
his employment as a result of Constructive Discharge, the Company
or any successor thereto, within 30 days of Executive's
termination of employment, will pay to Executive, in lieu of any
severance obligation under Section 7 hereof, an amount equal to
2.99 times Executive's compensation, which, for purposes of this
Section 10, shall mean an amount equal to the highest annualized
rate of Executive's Salary prior to the date of termination, plus
Executive's cash bonus for the year immediately prior to such
termination.
(b) For purposes of this Agreement, a "Change in Control" shall
have occurred if at any time during the Term any of the following
events occurs:
(i) The Company is merged, consolidated or reorganized into or
with another corporation or other legal person and as a result of
such merger, consolidation or reorganization less than a majority
of the combined voting power of the then-outstanding securities
of such corporation or person immediately after such transaction
are held in the aggregate by the holders of Voting Stock (as
hereinafter defined) of the Company immediately prior to such
transaction;
(ii) The Company sells all or substantially all of its assets to
any other corporation or other legal person, less than a majority
of the combined voting power of the then-outstanding voting
securities of which are held in the aggregate by the holders of
Voting Stock of the Company immediately prior to such sale;
(iii) There is a report filed on Schedule 13D or Schedule
14D-1 (or any successor schedule, form or report), each as
promulgated pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), disclosing that any person (as the
term "person" is used in Section 13(d)(3) or Section 14(d)(2) of
the Exchange Act) has become the beneficial owner (as the term
"beneficial owner" is defined under Rule 13d-3 or any successor
rule or regulation promulgated under the Exchange Act) of
securities representing 25% or more of the combined voting power
of the then-outstanding securities of the Company entitled to
vote generally in the election of directors of the Company
("Voting Stock"), other than as a result of the transactions
contemplated by the Contribution Agreement and the Exchange
Agreement, dated as of May 21, 1997 by and among the Company,
Drever and the other parties named therein;
(iv) The Company files a report or proxy statement with the
Securities and Exchange Commission pursuant to the Exchange Act
disclosing in response to Form 8-K or Schedule 14A (or any
successor schedule, form or report or item therein) that a change
in control of the Company has or may have occurred or will or may
occur in the future pursuant to any then-existing contract or
transaction; or
(v) If during any period of two consecutive years, individuals
who at the beginning of any such period constitute the directors
of the Company cease for any reason to constitute at least a
majority thereof unless the election, or the nomination for
election by the Company's stockholders, of each director of the
Company first elected during such period was approved by a vote
of at least two-thirds of the directors of the Company then still
in office who were directors of the Company at the beginning of
any such period.
Notwithstanding the foregoing provisions of Section 10(b)(iii) or
10(b)(iv) hereof, a "Change in Control" shall not be deemed to
have occurred for purposes of this Agreement solely because the
Company, an entity in which the Company directly or indirectly
beneficially owns 50% or more of the voting securities of such
entity, any Company-sponsored employee stock ownership plan or
any other employee benefit plan of the Company either files or
becomes obligated to file a report or a proxy statement under or
in response to Schedule 13D, Schedule 14D-1, Form 8-K or Schedule
14A (or any successor schedule, form or report or item therein)
under the Exchange Act, disclosing beneficial ownership by it of
shares of voting securities of the Company, whether in excess of
25% or otherwise, or because the Company, reports that a change
in control of the Company has or may have occurred or will or may
occur in the future by reason of such beneficial ownership.
11. Certain Additional Payments by the Company.
(a) Anything in this Agreement to the contrary notwithstanding,
in the event that it shall be determined (as hereafter provided)
that any payment or distribution by the Company to or for the
benefit of Executive, whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or
otherwise pursuant to or by reason of any other agreement,
policy, plan, program or arrangement (a "Payment"), would be
subject to the excise tax imposed by Section 4999 (or any
successor provision thereto) of the Internal Revenue Code of
1986, as amended (the "Code"), or any interest or penalties with
respect to such excise tax (such excise tax, together with any
such interest and penalties, are hereafter collectively referred
to as the "Excise Tax"), then Executive shall be entitled to
receive an additional payment or payments (a "Gross-Up Payment")
in an amount such that, after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such
taxes), including any Excise Tax imposed upon the Gross-Up
Payment, Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.
(b) All determinations required to be made under this Section 11,
including whether an Excise Tax is payable by Executive and the
amount of such Excise Tax and whether a Gross-Up Payment is
required and the amount of such Gross-Up Payment, shall be made
by a nationally recognized firm of certified public accountants
(the "Accounting Firm") selected by Executive in his sole
discretion. Executive shall direct the Accounting Firm to submit
its determination and detailed supporting calculations to both
the Company and Executive within 15 calendar days after the
termination date, if applicable, or such earlier time or times as
may be requested by the Company or Executive. If the Accounting
Firm determines that any Excise Tax is payable by Executive, the
Company shall pay the required Gross-Up Payment to Executive
within five business days after receipt of such determination and
calculations. If the Accounting Firm determines that no Excise
Tax is payable by Executive, it shall, at the same time as it
makes such determination, furnish Executive with an opinion that
he has substantial authority not to report any Excise Tax on his
federal income tax return. Any determination by the Accounting
Firm as to the amount of the Gross-Up Payment shall be binding
upon the Company and Executive. As a result of the uncertainty
in the application of Section 4999 of the Code (or any successor
provision thereto) at the time of the initial determination by
the Accounting Firm hereunder, it is possible that Gross-Up
Payments which will not have been made by the Company should have
been made (an "Underpayment"), consistent with the calculations
required to be made hereunder. In the event that Executive is
required to make a payment of any Excise Tax, Executive shall
direct the Accounting Firm to determine the amount of the
Underpayment that has occurred and to submit its determination
and detailed supporting calculations to both the Company and
Executive as promptly as possible. Any such Underpayment shall
be promptly paid by the Company to, or for the benefit of,
Executive within five business days after receipt of such
determination and calculations.
(c) The Company and Executive shall each provide the Accounting
Firm access to and copies of any books, records and documents in
the possession of the Company or Executive, as the case may be,
reasonably requested by the Accounting Firm, and otherwise
cooperate with the Accounting Firm in connection with the
preparation and issuance of the determination contemplated by
Section 11(b) hereof.
(d) The fees and expenses of the Accounting Firm for its services
in connection with the determinations and calculations
contemplated by Section 11(b) hereof shall be borne by the
Company. If such fees and expenses are initially paid by
Executive, the Company shall reimburse Executive the full amount
of such fees and expenses within five business days after receipt
from Executive of a statement therefor and reasonable evidence of
his payment thereof.
12. Other Benefits.
(a) Except as expressly provided herein, this Agreement shall
not:
(i) be deemed to limit or affect the right of Executive to
receive other forms of additional compensation or to participate
in any insurance, retirement, disability, profit-sharing, stock
purchase, stock option, stock appreciation rights, cash or stock
bonus or other plan or arrangement or in any other benefits now
or hereafter provided by the Company or any of the Company's
affiliated companies for its employees; or
(ii) be deemed to be a waiver by Executive of any vested rights
which Executive may have or may hereafter acquire under any
employee benefit plan or arrangement of the Company or any of the
Company's affiliated companies.
(b) It is contemplated that, in connection with his services
hereunder, Executive may be required to incur reasonable
business, entertainment, telephone and travel expenses. The
Company agrees to reimburse Executive in full for all reasonable
and necessary business, entertainment, telephone and other
related expenses, including travel expenses, incurred or expended
by him incident to the performance of his duties hereunder, upon
submission by Executive to the Company of such vouchers or
expense statements satisfactorily evidencing such expenses as may
be reasonably requested by the Company.
(c) It is understood and agreed by the Company that during the
term of Executive's employment hereunder as Executive Vice
President - Property Operations, he shall be entitled to annual
paid vacations (taken consecutively or in segments), the length
of which shall be consistent with the effective discharge of
Executive's duties and the general customs and practices of the
Company applicable to its executive officers.
13. No Mitigation Obligation. The Company hereby acknowledges
that it will be difficult and may be impossible (a) for Executive
to find reasonably comparable employment following the date of
termination, and (b) to measure the amount of damages which
Executive may suffer as a result of termination of employment
hereunder. Accordingly, the payment of the termination
compensation by the Company to Executive in accordance with the
terms of this Agreement is hereby acknowledged by the Company to
be reasonable and will be liquidated damages, and Executive will
not be required to mitigate the amount of any payment provided
for in this Agreement by seeking other employment or otherwise,
nor will any profits, income, earnings or other benefits from any
source whatsoever create any mitigation, offset, reduction or any
other obligation on the part of Executive hereunder or otherwise.
14. Confidentiality.
(a) Recognizing that the knowledge and information about the
business methods, systems, plans and policies of the Company and
of its affiliated companies which Executive has heretofore and
shall hereafter receive, obtain or establish as an employee of
the Company or its affiliated companies are valuable and unique
assets of the Company and its affiliated companies, Executive
agrees that he shall not (otherwise than pursuant to his duties
hereunder) disclose, without the written consent of the Company,
any confidential knowledge or information pertaining to the
Company or its affiliated companies, or their business, personnel
or plans, to any person, firm, corporation or other entity, which
would result in any material harm or damage to the Company, its
business or prospects, for any reason or purpose whatsoever,
unless required by law or legal process. In the event Executive
is required by law or legal process to provide documents or
disclose information, he shall take all reasonable steps to
maintain confidentiality of documents and information, including
notifying the Company and giving it an opportunity to seek a
protective order, at its sole cost and expense.
(b) The provisions of this Section 14 shall survive the
expiration or termination of this Agreement, without regard to
the reason therefor, for a period of two years from the earlier
of (i) expiration of the Term or (ii) the date of termination.
15. Legal Fees and Expenses. It is the intent of the Company
that Executive not be required to incur legal fees and the
related expenses associated with the interpretation, enforcement
or defense of Executive's rights under this Agreement by
litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be
extended to Executive hereunder. Accordingly, if it should
appear to Executive that the Company has failed to comply with
any of its obligations under this Agreement or in the event that
the Company or any other person takes or threatens to take any
action to declare this Agreement void or unenforceable or in any
way reduce the possibility of collecting the amounts due
hereunder, or institutes any litigation or other action or
proceeding designed to deny, or to recover from, Executive any
payments or benefits provided hereunder, the Company irrevocably
authorizes Executive from time to time to retain counsel of
Executive's choice, at the expense of the Company as hereafter
provided, to advise and represent Executive in connection with
any such interpretation, enforcement or defense, including,
without limitation, the initiation or defense of any litigation
or other legal action, whether by or against the Company or any
director, officer, stockholder or other person affiliated with
the Company, in any jurisdiction. The Company will pay and be
solely financially responsible for any and all attorneys' and
related fees and expenses incurred by Executive in connection
with any of the foregoing, except only in the event of litigation
where the Company fully and finally prevails on all causes of
action.
16. Withholding of Taxes. The Company may withhold from any
amounts payable under this Agreement all federal, state, city or
other taxes as the Company is required to withhold pursuant to
any law or government regulation or ruling.
17. Successors and Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or
otherwise) to all or substantially all of the business or assets
of the Company, by agreement in form and substance satisfactory
to Executive, expressly to assume and agree to perform this
Agreement in the same manner and to the same extent the Company
would be required to perform if no such succession had taken
place. This Agreement will be binding upon and inure to the
benefit of the Company and any successor to the Company,
including, without limitation, any persons acquiring directly or
indirectly all or substantially all of the business or assets of
the Company whether by purchase, merger, consolidation,
reorganization or otherwise (and such successor shall thereafter
be deemed the "Company" for the purposes of this Agreement), but
will not otherwise be assignable, transferable or delegable by
the Company.
(b) This Agreement will inure to the benefit of and be
enforceable by Executive's personal or legal representatives,
executors, administrators, successors, heirs, distributees and
legatees.
(c) This Agreement is personal in nature and neither of the
parties hereto shall, without the consent of the other, assign,
transfer or delegate this Agreement or any rights or obligations
hereunder except as expressly provided in Sections 17(a) and
17(b) hereof and with respect to the Company's obligation to pay
legal fees and expenses under Section 15 hereof. Without
limiting the generality or effect of the foregoing, Executive's
right to receive payments hereunder will not be assignable,
transferable or delegable, whether by pledge, creation of a
security interest or otherwise, other than by a transfer by
Executive's will or by the laws of descent and distribution and,
in the event of any attempted assignment or transfer contrary to
this Section 17(c), the Company shall have no liability to pay
any amount so attempted to be assigned, transferred or delegated,
except with respect to legal fees and expenses, as and to the
extent provided in Section 15 hereof.
18. Notices. For all purposes of this Agreement, all
communications, including, without limitation, notices, consents,
requests or approvals, required or permitted to be given
hereunder will be in writing and will be deemed to have been duly
given when hand delivered or dispatched by electronic facsimile
transmission (with receipt thereof orally confirmed), or five
business days after having been mailed by United States
registered or certified mail, return receipt requested, postage
prepaid, or three business days after having been sent by a
nationally recognized overnight courier service such as Federal
Express, UPS or Purolator, addressed to the Company (to the
attention of the Secretary of the Company) at the address set
forth on the signature pages of this Agreement and to Executive
at the address set forth on the signature pages of this
Agreement, or to such other address as either party may have
furnished to the other in writing and in accordance herewith,
except that notices of changes of address shall be effective only
upon receipt.
19. Governing Law. The validity, interpretation, construction
and performance of this Agreement will be governed by and
construed in accordance with the substantive laws of the State of
Texas, without giving effect to the principles of conflict of
laws of such State.
20. Validity. If any provision of this Agreement or the
application of any provision hereof to any person or
circumstances is held invalid, unenforceable or otherwise
illegal, the remainder of this Agreement and the application of
such provision to any other person or circumstances will not be
affected, and the provision so held to be invalid, unenforceable
or otherwise illegal will be reformed to the extent (and only to
the extent) necessary to make it enforceable, valid or legal.
21. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification
or discharge is agreed to in writing signed by Executive and the
Company. No waiver by either party hereto at any time of any
breach by the other party hereto or compliance with any condition
or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time. No
agreements or representations, oral or otherwise, expressed or
implied with respect to the subject matter hereof have been made
by either party which are not set forth expressly in this
Agreement. Except as otherwise identified, references to
Sections are references to Sections of this Agreement.
22. Survival of Certain Provisions. Notwithstanding anything
herein to the contrary, the obligations of the Company under
Sections 7, 9, 10, 11, 12 and 15 hereof, to the extent
applicable, shall remain operative and in full force and effect
regardless of the expiration, for any reason, of the Term.
23. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but
all of which together will constitute one and the same agreement.
24. Warranty. Executive warrants and represents that he is not a
party to any agreement, contract or understanding, whether of
employment or otherwise, which would in any way restrict or
prohibit him from undertaking or performing employment in
accordance with the terms and conditions of this Agreement.
25. Board Approval. By executing this Agreement, the Company
acknowledges that this Agreement has been reviewed and approved
by the Compensation Committee of the Board.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement.
XXXXXX RESIDENTIAL PROPERTIES, INC.
By: /s/ Xxxxxxxx X. Xxxxxxx
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Xxxxxxxx X. Xxxxxxx
President and Chief Executive Officer
Address:
0000 Xxxxxxxx Xxxxx
Xxxxx 0000 Xxxx
Xxxxxxx, Xxxxx 00000
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Xxxxxxxx X. Xxxx, Individually
Address:
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[TEXT]
