EXHIBIT 10.40
EMPLOYMENT AGREEMENT
This Employment Agreement (the "Agreement"), dated and effective as of
April 1, 1998 (the "Effective Date"), is entered into by and between Able Telcom
Holding Corp., a Florida corporation (the "Company"), and Xxxx Xxxxx (the
"Employee").
PRELIMINARY STATEMENTS
The Company and its Subsidiaries were contemporaneously herewith
acquired by Able Telcom Holding Corp. ("Able"). Employee is one of the Sellers
who sold his stock in the Company to Able. Prior to the acquisition by Able,
Employee was employed by the Company, and he desires to continue such employment
under the new ownership of the Company by Able. The Company is engaged in the
business of telecommunications installation and construction, and desires to
employ the Employee, and the Employee desires to accept such employment with the
Company, on the terms and conditions set forth in this Agreement. In view of the
Employee's prior relationships with customers, suppliers and others doing
business with the Company and its Subsidiaries, and his experience and knowledge
in the Business (as that term is hereinafter defined), and as a material
inducement to the Company to enter into this Agreement and provide the
compensation and benefits provided for herein, the Employee is willing to agree
to refrain from certain activities in competition with the Company and its
affiliates and to maintain the confidentiality of information as to the Company
or Able to which he may have or gain access.
AGREEMENT
In consideration of the premises and the respective covenants and
agreements of the parties set forth below, and intending to be legally bound
hereby, the parties agree as FOLLOWS:
1. EMPLOYMENT. The Company hereby employs the Employee, and the Employee
hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.
2. TERM. The term of the Employee's employment hereunder (the "Term")
shall commence on the Effective Date and continue for a period of 24
months, unless sooner terminated as hereinafter provided.
3. DUTIES AND RESPONSIBILITIES. The Employee shall serve as a Group Vice
President of the Company, reporting to the President of the Company,
and shall perform such duties and responsibilities commensurate with
his position as shall be assigned to him from time to time by the
President of the Company. During the Term, the Employee shall (i)
devote his full business time and attention to the performance of
services under this Agreement, (ii) use his best efforts, skills and
abilities to promote the interests of the Company, and (iii) diligently
and competently perform his employment duties pursuant to this
Agreement. Employee shall owe to the Company a strict fiduciary duty of
good faith, loyalty, diligence and fair dealing.
4. COMPENSATION AND BENEFITS. During the term of this Agreement, the
Employee shall receive the compensation and benefits described below.
(A) BASE SALARY. The Company shall pay to the Employee, and the
Employee shall accept from the Company, as compensation for
the performance of services to the Company in all capacities
and the Employee's observance and performance of all of the
provisions hereof, a base salary at the annualized rate of
$159,000.00 per annum (the "Base Salary"). The Base Salary
shall be payable in accordance with the normal payroll
practices of the Company and shall be subject to withholding
for applicable taxes and other amounts.
(B) INCENTIVE COMPENSATION. In addition to the Base Salary, with
respect to each fiscal year of the Company ending during the
Term, the Employee shall be eligible to (i) earn incentive or
bonus compensation pursuant to such plan or plans of the
Company as may be in effect from time to time, compensation
under which may in the form of cash, shares of parent company
common stock, or a combination of the foregoing, and (ii)
receive grants of options to purchase shares of parent company
common stock pursuant to such plan or plans as may be in
effect from time to time.
(C) EMPLOYMENT BENEFITS. The Employee shall receive such health,
dental and life insurance benefits as are made available to
employees of the Company generally, and shall be entitled to
participate in the Company's 401(k) plan (subject to
applicable eligibility requirements). The Employee shall be
entitled to paid vacation in accordance with Company policies
as in effect from time to time.
5. REPRESENTATIONS OF EMPLOYEE. The Employee represents and warrants to
the Company that:
(a) He is not a party to, or bound by, any agreement or
commitment, or subject to any restriction, including but not
limited to agreements related to previous employment
containing confidentiality or noncompetition covenants, which
would prevent or materially impair his ability to accept and
perform the employment duties contemplated by this Agreement.
(b) He has not, at any time, been convicted in any criminal
proceeding and is not currently the named subject of a pending
criminal proceeding.
(c) He is not and has not been the subject of any court order,
judgment or decree that permanently or temporarily enjoins him
from engaging in any type of business practice.
(d) He has not, at any time, been found by a court in a civil
action or by the Securities and Exchange Commission to have
violated any federal or state securities law where such
judgment has not subsequently been reversed, suspended or
vacated.
(e) No petition under the Bankruptcy Code (Title 11 of the United
States Code) or any state insolvency law has been filed by or
against, nor has any receiver or similar officer been
appointed by a court for the business or property of, (i) the
Employee, (ii) any partnership in which the Employee was a
general partner at or within two years before the time of
filing, or (iii) any corporation or business association of
which the Employee was an executive officer or director at or
within two years before the time of such filing.
(f) Except as set forth on Schedule 5 attached hereto, neither the
Employee nor any member of Employee's Family (as defined
below), owns, directly or indirectly, any interest in, or is
an officer, director or employee or consultant of, any entity
which is, or is engaged in business as, a competitor, lessor,
lessee, supplier, distributor, sales agent or customer of the
Company IN the Business.
As used herein, "Employee's Family" shall mean the Employee's extended
family, which shall include his parents, spouse, siblings, aunts, uncles,
nieces, nephews, children and grandchildren. During the Term, the Employee shall
be under a continuing obligation to revise Schedule 5 to assure that the
representations and warranties contained in Section 5(f) are true and correct as
if made every day subsequent to the date thereof.
6. CONFIDENTIALITY.
(A) CONFIDENTIAL INFORMATION. The Employee acknowledges that as a
result of his prior employment with the Company and in the
course of his employment pursuant to this Agreement, he has
had and is expected to continue to have extensive contact with
customers of the Company and its affiliates, and to have
knowledge of and access to trade secrets and other proprietary
and confidential information of the Company and its
affiliates, including, without limitation, the identity of
customers and suppliers and other persons with whom the
Company and its affiliates have business relationships,
technical information, know-how, plans, specifications, and
information relating to the financial condition, results of
operations, employees, inventions, sources, leads or methods
of obtaining business, pricing formulae, methods or
procedures, cost of supplies or services and marketing
strategies of the Company or its affiliates or any other
information relating to the Company or its affiliates that
could reasonably be regarded as confidential or proprietary or
which is not available to the public (collectively, the
"Confidential information"), and that such information, even
to the extent it may be or have been developed or acquired by
or through the efforts of the Employee, constitutes valuable,
special and unique assets of the Company and its affiliates
developed or acquired at great expense which are the exclusive
property of the Company and its affiliates. Accordingly, the
Employee shall not at any time, either during or subsequent to
the term of this Agreement, use or purport to authorize any
person to use, reveal, report, publish, transfer or otherwise
disclose to any person, corporation or other entity, any of
the Confidential information without the
prior written consent of the Company, except to responsible
officers of the Company and other responsible persons who are
in a contractual or fiduciary relationship with the Company
and who have a need for such information for purposes in the
best interests of the Company. Without limiting the generality
of the foregoing, the Employee shall not, directly or
indirectly, disclose or otherwise make known to any Person the
names or addresses of any of the customers of the Company or
its affiliates, whether such persons are customers as of the
Effective Date or become such in the future and whether or not
such persons have previously conducted business with the
Employee in any capacity, or any information as to the
Company's employees and others providing services to the
Company or its affiliates, including with respect to their
abilities, compensation, benefits and other terms of
employment or engagement. The Employee acknowledges that the
Company would not enter into this Agreement without the
assurances provided above with respect to the Confidential
Information of the Company and its affiliates. The
restrictions following expiration of the Term or termination,
whichever is later, shall be for a period of two (2) years
following such expiration or termination for Confidential
Information that does not consist of trade secrets, but there
shall be no time limitation for the restrictions on disclosure
of trade secrets.
(B) RETURN OF CONFIDENTIAL INFORMATION. Upon the termination of
the Employee's employment with the Company, the Employee shall
promptly deliver to the Company all customer files,
correspondence, manuals, notes, notebooks, reports and copies
thereof, and all other materials relating to the Company's
business, including without limitation any materials
incorporating Confidential information, which are in the
possession or control of the Employee.
(C) CONFIDENTIALITY PROCEDURES. Employee shall be responsible for
establishing, maintaining and enforcing procedures to protect
the confidentiality of the Company's trade secrets and other
confidential information, including also such trade secrets
and confidential information of Able and its affiliates as may
be disclosed or made available to him as a result of or in
conjunction with his employment with the Company since its
inception.
7. RESTRICTIVE COVENANTS. The Employee acknowledges that in order to
assure the Company that it will retain its value as a "going concern"
and will retain the value of its business relationships, it is
reasonable that the Employee be limited in utilizing his special
knowledge of the business of the Company and his relationships with
customers, suppliers and others to compete with the Company, as
hereinafter provided. The parties acknowledge that the Territory (as
defined below) consists of a geographic area where the Company
currently conducts business or intends to conduct business during the
Term. The Employee acknowledges that the Company would not enter into
this Agreement and pay the compensation and provide the benefits
provided for herein without the covenants and agreements of the
Employee set forth in this Section 7.
(A) RESTRICTION ON COMPETITION. During a period commencing on the
Effective Date and ending on the expiration of the Term or
effective date of termination, whichever is later (the
"Restricted Period"), the Employee shall not, and shall not
permit any persons subject to his direction or control to,
directly or indirectly, anywhere within the States of Georgia,
Tennessee, North Carolina, South Carolina, Virginia, Kentucky,
Florida, Alabama, Mississippi, Louisiana or Arkansas, or in
the District of Columbia (the "Territory"), whether alone or
in association with others, or as principal, officer, agent,
employee, director or stockholder of any corporation,
partnership, association or other entity, or through the
investment of capital, lending of money or property, rendering
of services or otherwise, engage in, significantly influence,
control, have an ownership interest in or otherwise become
actively involved with any business competitive with the
Company in the Business.
(B) NONSOLICITATION. During the Restricted Period and for one (1)
year thereafter, the Employee shall not, and shall not permit
any persons subject to his direction or control to, directly
or indirectly, on their own behalf or on behalf of any other
person (except the Company or its affiliates), (i) (Deleted],
(ii) otherwise divert or attempt to divert any Business from
the Company or any of its Subsidiaries operating in the
Territory, (iii) interfere with the business relationships
between the Company and any of its Subsidiaries operating in
the Territory, on the one hand, and any of their respective
Customers, suppliers or others with whom they have business
relationships in the Business, on the other hand, or (iv)
recruit or otherwise solicit or induce, or enter into or
participate in any plan or arrangement to cause any person who
is an employee of, or otherwise performing services for, the
Company or any of its Subsidiaries to terminate his or her
employment or other relationship with the Company or any of
its Subsidiaries, or (v) hire or assist someone else in hiring
any person who has left the employ of the Company or any of
its Subsidiaries during the twelve months preceding such
hiring.
(C) EXCEPTION. The ownership or control by the Employee or his
affiliates, as a passive investor, of up to five percent of
the outstanding voting securities or securities of any class
of a company with a class of securities registered under the
Securities Exchange Act of 1934, as amended, shall not be
deemed to be a violation of the provisions of this Section 7.
(D) DEFINITIONS. As used herein the term "Business" means and
includes the construction and installation (above ground or
below ground) of telecommunications lines and equipment or
materials appurtenant thereto. "Customer" means and includes
(i) any and all persons for or to whom the Company or its
Subsidiaries provided services or materials or with whom the
Company or any of its Subsidiaries had contracts for the
provision of services or materials at any time within the 14
month period ending on the date of termination of employment
or expiration of the Term hereof, whichever last occurs, (ii)
any and all persons or entities to whom proposals or bids were
submitted by the Company or its Subsidiaries during the 14
month period prior to the date of termination or expiration of
Term, whichever last occurs, and (iii) any and all persons or
entities from whom the Company or any of its Subsidiaries
received requests for bids or proposals during said 14 month
period.
8. REMEDIES. The restrictions set forth in Sections 6 and 7, including the
length of the Restricted Period, the geographic scope of the Territory
and the activities included in the Business, are considered by the
parties to be reasonable for the purposes of protecting the value of
the business and goodwill of the Company and the legitimate business
interests of Able. The Employee acknowledges that compliance with the
restrictions set forth in Sections 6 and 7 will not prevent him from
earning a livelihood, and that in the event of a breach by the Employee
of any of the provisions of Section 6 and 7, monetary damages would not
provide an adequate remedy to the Company. Accordingly, the Employee
agrees that, in addition to any other remedies available to the
Company, the Company shall be entitled to injunctive and other
equitable relief to secure the enforcement of these provisions, and
shall be entitled to receive reimbursement from the Employee for
attorneys, fees and expenses incurred by it in enforcing these
provisions. In addition to its other rights and remedies hereunder, the
Company shall have the right to require the Employee to account for and
pay over to it all compensation, profits, money, accruals and other
benefits derived or received, directly or indirectly, by the Employee
from any breach of the provisions of Section 7. If the Employee
breaches the covenant set forth in Section 7, the running of the
Restricted Period shall be tolled for so long as such breach continues.
It is the desire and intent of the parties that the provisions of
Sections 6, 7 and 8 be enforced in full; however, if any provisions of
Sections 6, 7 or 8 relating to the time period, scope of activities or
geographic area of restrictions is declared by a court of competent
jurisdiction to exceed the maximum permissible time period, scope of
activities or geographic area, the maximum time period, scope of
activities or geographic area, as the case may be, shall be reduced to
the maximum which such court deems enforceable with respect only to the
jurisdiction in which such adjudication is made. If any provisions of
Sections 6, 7 or 8 other than those described in the preceding sentence
are adjudicated to be invalid or unenforceable, the invalid or
unenforceable provisions shall be deemed amended (with respect only to
the jurisdiction in which such adjudication is made) in such manner as
to render them enforceable and to effectuate as nearly as possible the
original intentions and agreement of the parties.
9. TERMINATION. The Employee's employment hereunder may be terminated
prior to the expiration of the Term only under the following
circumstances:
(A) DEATH. The Employee's employment hereunder shall terminate
upon his death. Following termination pursuant to this Section
9(a), the Employee shall not be
entitled to receive any further compensation from the Company
pursuant to this Agreement except any accrued and unpaid Base
Salary through the date of termination.
(B) DISABILITY. The Company may terminate the Employee's
employment hereunder and the Term, effective upon written
notice to the Employee, if the Employee becomes unable to
perform his duties under this Agreement for a period of 90
consecutive days or for an aggregate of 120 days, whether or
not consecutive, in any twelve month period, due to illness,
accident or any other physical or mental incapacity, as
reasonably determined by Company Management (a "Disability").
Notwithstanding any Disability referred to in this Section
9(b), until the date of termination for Disability, the
Company shall continue to pay the Employee his Base Salary,
less any insurance proceeds or other disability benefits
received by the Employee by virtue of such disability, and
provide the Employee's benefits under Section 4(c) up to and
including the date of such termination. Following termination
pursuant to this Section 9(b), the Employee shall not be
entitled to receive any further compensation from the Company
pursuant to this Agreement except any accrued and unpaid Base
Salary through the date of termination.
(C) TERMINATION FOR CAUSE. The Company may terminate the Term and
the Employee's employment hereunder for "Cause," effective
upon written notice to the Employee. Upon termination of the
Employee's employment for Cause, the Employee shall have no
right to receive any further compensation or benefits
hereunder after the date of termination except any accrued and
unpaid Base Salary through the date of termination. As used
herein, "Cause" shall mean the occurrence of one or more of
the following: (i) material breach by the Employee of any
provision of this Agreement; (ii) Employee's gross negligence,
willful misconduct or willful refusal or failure to perform
any of his duties or responsibilities under this Agreement or
to follow any of the Company's lawful policies or directives;
(iii) fraud, commission of a felony or a crime involving moral
turpitude, dishonesty or embezzlement by the Employee; (iv)
the Employee's misappropriation for personal use of assets or
business opportunities of the Company or any of its
affiliates; (v) the Employee's engaging in conduct that is
materially injurious to the Company or its affiliates, whether
monetary or otherwise; or (vi) refusal to follow the specific
instructions of the Board of Directors or the Chief Executive
Officer of Able or the Company.
(D) DATE OF TERMINATION. "Date of termination" shall mean (i) if
the Employee's employment is terminated by his death, the date
of his death, and (ii) if the Employee's employment is
terminated for Disability or Cause, the date specified in the
written notice referred to in Sections 9(b) and (c), as the
case may be.
10. ORIGINAL MATERIAL. The Employee acknowledges that the compensation paid
to the Employee by the Company during the Employee's employment by the
Company is intended to and does compensate the Employee for the
Employee's originality,
innovativeness and inventiveness as it relates to the Business. The
Employee agrees that any inventions, discoveries, improvements, ideas,
concepts or original works of authorship relating to the Business,
including, without limitations, computer apparatus and programs,
whether or not protectable by patent or copyright, that are or have
been originated, developed, made conceived, authored or reduced to
practice by the Employee alone or jointly with others during the
Employee's employment with the Company shall be the property of and
belong exclusively to the Company. The Employee shall promptly and
fully disclose to the Company the origination or development by the
Employee of any such material and shall provide the Company with any
information that it may reasonable request about such material.
11. MISCELLANEOUS.
(A) DEFINITION OF TERMS. The term "affiliate," when used in this
Agreement with respect to any person, means any person that,
directly or indirectly, controls, is controlled by or is under
common control with such person, and with respect to any
natural person, includes the members of such person's
immediate family (spouse, children and parents). The term
"person," when used in this Agreement means any natural person
or entity with legal status.
(B) NO OBLIGATION TO RENEW. Nothing contained in this Agreement
shall constitute an obligation on the part of the Company or
the Employee to renew this Agreement or the Employee's
employment with the Company upon expiration of the Term, and
neither party shall be required to give prior notice to the
other party of the termination of this Agreement upon the
expiration of the Term. Unless the parties otherwise agree in
writing, continuation of Employee's employment with the
Company beyond the expiration of the Term shall be deemed an
employment at will (but with all terms and conditions other
than the Term of employment remaining in full force and
effect) and Employee's employment may thereafter be terminated
at will by Employee or the Company without further obligation
of either party hereunder. In such event, the date on which
Employee's employment is terminated after expiration of the
Term shall be the commencement date for the Restricted Period.
(C) SURVIVAL. The provisions of Sections 6, 7 and 8 shall survive
the termination of this Agreement for the periods set forth
therein.
(D) ENTIRE AGREEMENT. This Agreement, including the schedules
hereto, sets forth the entire understanding of the parties
with respect to the subject matter hereof and merges and
supersedes any prior or contemporaneous agreements between the
parties pertaining thereto.
(E) AMENDMENT. This Agreement may not be amended except by an
instrument in writing signed by the parties hereto.
(F) WAIVER. No waiver by any party of any of its rights under this
Agreement shall be effective unless in writing and signed by
the party against which the same is sought to be enforced. No
such waiver by any party of its rights under any provision of
this Agreement shall constitute waiver of such party's rights
under any other provision of this Agreement. No failure by any
party hereto to take any action against any breach of this
Agreement or default by another party shall constitute a
waiver of the former party's right to enforce any provision of
this Agreement or to take action against such breach or
default or any subsequent breach or default by such other
party.
(G) SUCCESSORS AND ASSIGNS. This is an agreement for the provision
of personal services, and the Employee shall not have the
right to assign his rights or obligations hereunder without
the prior written consent of the Company, which may be given
or withheld in the Company's sole discretion. The Company
shall not have the right to assign its rights or obligations
under this Agreement without the prior written consent of the
Employee, provided that this Agreement may be assigned by the
Company without the consent of the Employee to another
corporation under common control with the Company, and upon
the sale of all or substantially all of the assets, business
and goodwill of the Company to another company, or upon the
merger or consolidation of the Company with another company,
this Agreement may be assigned by the Company to the purchaser
of such assets and shall inure to the benefit of, and be
binding upon, both the Employee and the company purchasing
such assets, business and goodwill, or surviving such merger
or consolidation, as the case may be, in the same manner and
to the same extent as though such other company were the
Company. Subject to the foregoing, this Agreement shall inure
to the benefit of, and be binding upon, the parties hereto and
their legal representatives, heirs, successors and permitted
assigns. The rights and obligations of the parties under this
Agreement shall be unaffected by a change in control of the
Company or any of its parent corporations.
(H) ADDITIONAL ACTS. The Employee and the Company shall execute,
acknowledge and deliver and file, or cause to be executed,
acknowledged and delivered and filed, any and all further
instruments, agreements or documents as may be necessary or
expedient in order to consummate the transactions provided for
in this Agreement and do any and all further acts and things
as may be necessary or expedient in order to carry out the
purpose and intent of this Agreement.
(I) COMMUNICATIONS. All notices, requests, demands and other
communications under this Agreement shall be in writing and
shall be deemed to have been given at the time personally
delivered, on the business day following the day such
communication is sent by recognized overnight courier service,
on acknowledgment of receipt of a facsimile of such
communication, or five days after being deposited in the
United States mail enclosed in a registered or certified
postage prepaid envelope, return receipt requested, and
addressed to the intended
recipient at the address set forth beneath such person's
signature on the signature pages hereto, or sent to such other
address as a party may specify by notice to the other party;
provided, however, that any notice of change of address shall
be effective only upon receipt.
(J) SEVERABILITY. If any provision of this Agreement is held
to be invalid or unenforceable by a court of competent
jurisdiction, such invalidity or unenforceability shall not
affect the validity and enforceability of the other provisions
of this Agreement and the provision held to be invalid or
unenforceable shall be enforced as nearly as possible
according to its original terms and intent to eliminate such
invalidity or unenforceability.
(K) WITHHOLDING TAXES. The Company may withhold from amounts
payable under this Agreement such federal, state and local
taxes as are required to be withheld pursuant to any
applicable law or regulation and the Company shall be
authorized to take such action as may be necessary in the
opinion of the Company's counsel (including, without
limitation, withholding from amounts from any compensation or
other amount owing from the Company to Employee) to satisfy
all obligations for the payment of such taxes.
(L) GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of
the State of Georgia applicable to agreements made and to be
performed entirely in such state, without regard to the
conflict of laws principles of such state.
(M) CONFIDENTIALITY. The Employee shall not disclose the existence
of this Agreement or any of the terms or conditions hereof to
any person without the prior written consent of Company
Management, except for disclosures to such of Employee's
personal advisors or representatives who have a need to know
such information in connection with the performance of their
services to the Employee.
(N) HEADINGS. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect
the meaning or interpretation of any provisions of this
Agreement.
(O) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same
instrument.
(P) LITIGATION; PREVAILING PARTY. If any litigation is instituted
regarding this Agreement, the prevailing party shall be
entitled to receive from the non-prevailing party, and the
non-prevailing party shall pay, all reasonable fees and
expenses of
counsel for the prevailing party.
(Q) WAIVER OF JURY TRIAL. Each party hereto knowingly, irrevocably
and voluntarily waives its right to a trial by jury in any
litigation which may arise under or involving this Agreement.
(R) VENUE; JURISDICTION. If any litigation is to be instituted
regarding this Agreement, it shall be instituted in the state
and federal courts located in metropolitan Atlanta, Georgia,
and each party irrevocably consents and submits to the
personal jurisdiction of such courts in any such litigation,
and waives any objection to the laying of venue in such
courts. Service of process in any such litigation shall be
effective as to any party if given to such party by registered
or certified mail, return receipt requested, or by any other
means of mail that requires a signed receipt, postage prepaid,
mailed to such party as provided in Section 11(i).
(S) PARTICIPATION OF PARTIES. The parties hereto acknowledge that
this Agreement and all matters contemplated herein have been
negotiated among all parties hereto and their respective legal
counsel and that all such parties have participated in the
drafting and preparation of this Agreement from the
commencement of negotiations at all times through the
execution hereof.
(T) INJUNCTIVE RELIEF. It is possible that remedies at law may be
inadequate and, therefore, the parties hereto shall be
entitled to equitable relief including, without limitation,
injunctive relief, specific performance or other equitable
remedies in addition to all other remedies provided hereunder
or available to the parties hereto at law or in equity.
(U) REMEDIES CUMULATIVE. No remedy made available by any of the
provisions of this Agreement is intended to be exclusive of
any other remedy, and each and every remedy shall be
cumulative and shall be in addition to every other remedy
given hereunder or now or hereafter existing at law or in
equity.
IN WITNESS WHEREOF, the parties hereto have each duly executed this
Agreement as of the date set forth above.
ABLE TELCOM HOLDING CORP.
BY: /s/ XXXXXXX X. XXXXXX
------------------------------
Xxxxxxx Xxxxxx
President
The Centurion Building
0000 Xxxx Xxxxx Xxxxx
Xxxxx 0000
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
EMPLOYEE:
/s/ XXXXXXX X. XXXXX
------------------------------
Xxxx Xxxxx
0000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxx 00000
SCHEDULE 5
FAMILY INTERESTS
[to be added by Employee]
N/A
