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EXHIBIT 10.12
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
as of November 7, 1998, to be effective as of April 15, 1997, by and between
BINDVIEW DEVELOPMENT CORPORATION, a Texas corporation (the "Corporation"), and
Xxxxx Xxxxxxxxxx (hereinafter referred to as "Employee").
W I T N E S S E T H:
WHEREAS, the Corporation is primarily engaged in the development,
service and maintenance of Network and Systems Management Software and other
related endeavors ancillary to such activities (hereinafter referred to as the
"Business"); and
WHEREAS, Employee has particular skills, knowledge and abilities
useful to the Business, and the Corporation desires to employ the Employee, and
the Employee desires to be employed by Corporation, pursuant to the terms and
provisions contained herein; and
NOW, THEREFORE, for and in consideration of the promises and mutual
covenants and conditions contained herein, including employment or continued
employment for the term specified hereafter, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
ARTICLE I
EMPLOYMENT
Section 1.01. Employment and Title. (a) The Corporation hereby agrees
to employ Employee, and Employee hereby accepts employment, as Vice-President
and Chief Financial Officer upon and subject to the terms and conditions
hereinafter set forth. This agreement supersedes any and all prior agreements
and understandings, both written and oral, concerning such employment and each
party hereto expressly revokes and cancels any and all such agreements and
understandings. As Vice-President and Chief Financial Officer, Employee shall
serve the Corporation on a full-time basis (except as provided in Section
1.01(c) hereof) subject to the supervision and control of the Corporation's
Board of Directors (hereinafter referred to as the "Board") and other
designated and/or authorized officers and managers ("Supervisor"). Employee
hereby agrees to serve the Corporation in such capacity during the Employment
Term (as hereinafter defined).
(b) During the Employment Term, Employee shall perform services
hereunder (i) for the compensation set forth herein and without additional
compensation unless otherwise agreed to in writing between the Corporation and
Employee, and (ii) in such employment capacity for the Corporation or any
successor thereof to which Employee may be directed by the Corporation's Board
or the Board of Directors of any such successor. The Corporation may also
utilize Employee in any other work or activity in furtherance of the Business
in which Employee's talents may be applied in a manner commensurate with
Employee's position, training, knowledge, skills and abilities.
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(c) Employee agrees to serve the Corporation faithfully and to the
best of Employee's abilities in furtherance of the Business, and to perform any
and all duties directed by the Board or Supervisor, during the course of
Employee's employment. Except as otherwise may be approved by the
Corporation's Board or Supervisor, Employee further agrees to devote
substantially all of Employee's business time, attention, abilities and energy
exclusively to the business of the Corporation throughout the Employment Term,
except for vacation periods and periods of sick leave in accordance with the
Corporation's policies as may be adopted or amended from time to time; provided
however, that Employee shall be specifically permitted to maintain his current
activities in connection with his involvement in the businesses listed on
Exhibit I hereto commensurate with his past practices while employed by the
Corporation.
(d) Employee further agrees to abide by the Corporation's Articles
of Incorporation, Bylaws, rules and regulations as may be in effect, amended
and/or established from time to time by the Board and/or Supervisor.
(e) Employee shall keep the Board informed, as the Board may
request, as to all activities which Employee proposes to be or is engaged on
behalf of the Corporation.
ARTICLE II
COMPENSATION, BONUS AND BENEFITS
Section 2.01. Compensation. As compensation for all services rendered
pursuant to this Agreement, Employee shall initially be entitled to receive
from the Corporation an aggregate base salary (hereinafter referred to as the
"Base Salary") at the rate of One Hundred Ten Thousand Dollars ($110,000) per
annum commencing with the execution hereof. Thereafter, Employee's annual Base
Salary shall be determined by the Board on an annual basis. The annual Base
Salary to be paid to Employee hereunder shall be paid in twenty four (24) equal
installments less applicable withholding, FICA, other taxes and authorized
deductions, if any.
Section 2.02. Stock Options; Bonus. As additional compensation for
all services rendered pursuant to this Agreement, the Corporation shall grant
Employee a stock option in substantially the form attached hereto as Exhibit II
("Option Agreement").
Section 2.03. Reimbursement for Expenses. As permitted by the Board
from time to time, Employee shall be authorized to incur reasonable business
expenses in connection with performing his duties herein and promoting the
business. The Corporation shall reimburse Employee for all of his reasonable
business expenses (including reasonable expenditures for travel, meals and
hotel accommodations) incurred in the course of his employment by the
Corporation pursuant to this Agreement. All reimbursements shall be in
accordance with the Corporation's established expense reimbursement policies
and shall be expressly conditioned upon the Corporation's receipt of all
required information or documentation as generally
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determined by the Corporation, including, without limitation, all information
or documentation necessary or appropriate for deduction of the payments by the
Corporation on its federal and/or state income tax returns and all appropriate
information relating to (i) the amount of the expenditure, (ii) the time, place
and designation of the type of entertainment, travel or other expense, (iii)
the business or other reason for the expenditure, and (iv) the names,
occupations and addresses of each person entertained.
Section 2.04. Fringe Benefits. Employee shall be entitled to
participate in fringe benefits generally made available to senior management of
the Corporation, as from time to time determined by the Board. In this regard,
Employee shall be responsible for any costs generally charged to such employees
for participation therein.
Section 2.05. Vacation. Employee shall be entitled to take vacation
with pay each year according to the policies of the Corporation. Vacation time
shall be taken with due consideration to the services required of Employee and
the requirements of the Corporation.
Section 2.06. Bonuses and Other Compensation. Employee shall be
entitled to bonuses and other compensation when specifically approved in
writing in advance by the Board.
ARTICLE III
TERM, TERMINATION, RESIGNATION AND/OR DISABILITY, SEVERANCE
Section 3.01. Term. The "Employment Term" pursuant to this Agreement
shall begin upon execution hereof, and shall continue until January 1, 2000,
unless (i) terminated sooner pursuant to the terms hereof or (ii) extended
beyond such date by mutual agreement of the Corporation and the Employee.
Section 3.02. Termination of Employment by the Corporation for Cause.
The Corporation may terminate the employment of Employee for "Cause" if the
Company's Board of Directors determines, in good faith, that the Employee has:
(a) breached or habitually neglected the material duties
which he was required to perform under any provision of this Agreement, which
breach or habitual neglect continues after written notice to the Employee by
the Corporation;
(b) misappropriated funds or property of the Corporation or
otherwise engaged in acts of dishonesty, fraud, misrepresentation or other acts
of moral turpitude, even if not in connection with the performance of his
duties hereunder, which would result in serious prejudice to the interests of
the Corporation if he were retained as an employee;
(c) secured any personal profit not disclosed to and
approved by the Corporation in connection with any transaction entered into on
behalf of or with the Corporation or any affiliate of the Corporation; or
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(d) is convicted by a court of competent jurisdiction of any
felony.
In the event of termination of his employment for Cause, Employee shall be
entitled to receive his salary due or accrued on a pro rata basis to the date
of termination, any annual incentive award earned for fiscal years ending
before his termination date but unpaid, and reimbursement of expenses properly
incurred but not yet reimbursed.
Section 3.03. Termination by the Corporation Without Cause. The
Corporation may terminate the employment of Employee with fourteen days'
written notice for any reason other than those enumerated in Section 3.02
hereof, in which event such termination shall be deemed a termination without
Cause.
Section 3.04. Termination of Employment by Employee for Good Reason.
The Employee may terminate his employment for Good Reason with sixty (60) days'
written notice to the Corporation. As used herein, "Good Reason" means the
occurrence of any of the following events without Employee's prior written
consent:
(a) Xxxx X. Xxxxxxx ceasing to serve as Chief Executive
Officer of the Corporation for any reason other than death or disability;
(b) a reduction by the Corporation in Employee's gross pay
such that it no longer is commensurate with the gross pay of other executives
of the Corporation; and
(c) a failure by the Corporation to provide Employee with a
package of fringe benefits that (taken as a whole) is of at least equivalent
benefit to Employee when compared with the fringe benefits (when taken as a
whole) in effect for Employee at the inception of this Agreement.
Section 3.05. Employee's Resignation. Employee shall have the right
to terminate employment and this Agreement at any time upon 60 days' written
notice to the Corporation. In the event Employee voluntarily terminates
employment and this Agreement and the Corporation is not in material breach of
this Agreement. Employee shall only be entitled to receive compensation and
benefits which accrued prior to the effective date of such resignation.
Section 3.06. Termination due to Death, Disability, Retirement or
Liquidation of the Business. The employment of the Employee and this Agreement
may be terminated by the Corporation upon the occurrence of any of the
following events, which termination shall be deemed a termination for reasons
other than "Cause":
(a) Employee's employment hereunder shall automatically
terminate upon the death of Employee.
(b) Employee's employment hereunder shall automatically
terminate upon a determination by the Corporation's President or its Board that
Employee is subject to a "Permanent Disability." For purposes of this
Agreement, the terms "Permanently Disabled" or "Permanent Disability" shall
mean a disability by reason of the occurrence
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of an injury or disease (including a mental illness) or a physical or mental
condition which, in the opinion of the Board, results in Employee becoming
unable to adequately perform, with or without reasonable accommodation, the
essential functions of the Employee's customary duties for the Corporation, or
otherwise results in the employee being unable to meet the definition of "a
qualified individual with a disability," found in Section 12.111 of the
Americans With Disabilities Act (42 U.S.C. ' 12.111[8]).
(c) Employee's employment hereunder shall automatically
terminate upon "Retirement." For purposes of this Agreement, the term
"Retirement" means withdrawal from active employment with the Corporation at
the age of sixty-five (65) years old, or older, with the intent not to be
actively employed by the Corporation in the future. Employee shall not be
deemed to be actively employed if the time anticipated to be devoted to the
Business by Employee will average less than thirty (30) hours per week on an
annualized basis.
(d) Employee's employment hereunder shall automatically
terminate upon the (1) liquidation and/or dissolution of the Corporation, or
(2) discontinuance of substantially all active operations of the Business in
the primary area where Employee generally works. Termination of Employee's
employment pursuant to this subparagraph shall be effective on the date that
the event described above occurs unless otherwise determined by the Board.
Section 3.07. Corporation's Option to Purchase Shares of Common Stock
Upon Termination for Cause or Employee's Resignation. Upon the termination of
the employment of Employee for any reason enumerated in Section 3.02 or Section
3.05 hereof, prior to the following dates (an "Option Event"), the Corporation
may, at its option (the "Option"), purchase up to the following number of
shares of common stock, no par value per share (the "Common Stock"), as set
forth opposite such Option Event date, from Employee:
Employee Shares of Common
Option Event Prior to Stock Subject to Company Option
--------------------- -------------------------------
July 1, 1998 87,500
January 1, 1999 65,625
July 1, 1999 43,750
January 1, 2000 21,875
The per share cash purchase price for the Option shall be $7.12 per share (the
"Option Price"). The Option granted hereunder may be exercised from time to
time by the Corporation delivering to the Employee (i) a written notification
specifying the number of shares that the Corporation desires to purchase and
(ii) cash, certified check, bank draft, postal or express money order payable
to the order of the Employee for an amount equal to the Option Price of such
shares of Common Stock. The Option granted hereunder is not transferable by
the Corporation. If the Corporation shall, with respect to shares of the
Common Stock held of record on or after the date of this Agreement, effect a
subdivision or consolidation of shares or other capital readjustment,
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the payment of a stock dividend, or other increase or reduction of the number
of shares of the Common Stock outstanding, without receiving compensation
therefor in money, services or property, then the number, class and per share
Option Price of the shares of Common Stock subject to the Option hereunder
shall be appropriately adjusted in such a manner as to entitle the Corporation
to receive upon its exercise of the Option granted hereunder, for the same
aggregate cash consideration, the same total number and class of shares as it
would have received as a result of the event requiring the adjustment had it
exercised the Option granted hereunder in full immediately prior to such event.
Except as hereinbefore expressly provided, the issue by the Corporation of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Corporation convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number or the Option Price of shares
of Common Stock then subject to the Option granted hereunder.
ARTICLE IV
COVENANT NOT TO COMPETE AND CONFIDENTIAL INFORMATION
Section 4.01. Restrictive Covenant. (a) During the Employment Term
and for a period of two (2) years following the termination of Employee's
employment with the Corporation for any reason including, without limitation,
termination occasioned by Employee's resignation or the expiration of this
Agreement, Employee shall not:
(i) Directly or indirectly engage in, or work for, or own,
manage, operate, control or participate in the ownership, management, operation
or control of, or be connected with, or have any financial interest in, any
individual, partnership, firm, corporation or institution engaged in the same
or similar business activities to those now or hereafter carried on by the
Corporation within the Area of Interest (as hereinafter defined);
(ii) Interfere with the relationship of the Corporation and
any of its employees, agents, representatives or Customers (as hereinafter
defined);
(iii) Directly or indirectly divert or attempt to divert from
the Corporation any business in which the Corporation has been actively engaged
during the Employment Term, or interfere with the relationships of the
Corporation with its dealers, distributors, sources of supply or Customers; or
(iv) Contact or otherwise seek or solicit business as now or
hereafter carried on by the Corporation from any Customer of the Corporation
within the Area of Interest. For purposes of this Agreement, a "Customer" is
defined as any (A) individual, entity or member for whom services are provided
or to whom products are sold by, or who has engaged in business with, the
Corporation or any of its affiliates or subsidiaries as of the date of
termination, or within the two (2) year period prior to the date of
termination, of the Employee's employment hereunder, (B) person or entity which
has been contacted by the Employee in the course of Employee's employment with
the Corporation or its affiliates or subsidiaries, or (C) past, present and
prospective Customers.
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(b) Employee's covenants against competition as set forth in
subparagraph (a) above shall commence on the date of this Agreement and shall
continue for a period of two (2) years after the date of termination of
Employee's employment hereunder for any reason. The restraints against
competition imposed upon and agreed to by Employee hereunder shall apply to,
and be enforceable in, the United States (the area covered by these covenants
against competition is herein referred to as the "Area of Interest").
Section 4.02. Nondisclosure of Confidential Information. (a) Employee
acknowledges that the Corporation may disclose to Employee, and that Employee
may otherwise come into contact with, certain confidential information during
the Employment Term Employee hereby covenants and agrees that Employee will
not, without prior written consent of the Corporation, during the Term of this
Agreement or at any time thereafter, disclose or permit to be disclosed to any
third party by any method whatsoever any of the confidential information of the
Corporation. For purposes of this Agreement, "confidential information" shall
include, but not be limited to, any and all records, notes, memoranda, data,
ideas, processes, methods, techniques, systems, formulas, patents, models,
devices, programs, computer software, writings, research, personnel
information, plans, customer lists, pricing materials and policies, purchasing
methods and policies, billing and usage reports, or any other information of
whatever nature in the possession or control of the Corporation which has not
been published or disclosed to the general public, or which gives to the
Corporation an opportunity to obtain an advantage over competitors who do not
know of or currently use such confidential information. Employee further
agrees that if Employee's employment hereunder is terminated for any reason,
Employee will leave with the Corporation and will not take originals or copies
of any and all confidential information and all other matters of whatever
nature which bear secret or confidential information of the Corporation.
(b) The foregoing paragraph shall not be applicable if and to the
extent Employee is required to testify in a judicial or regulatory proceeding.
(c) The foregoing covenants will not prohibit Employee from
disclosing confidential or other information to other employees of the
Corporation or to third parties to the extent that such disclosure is approved
in writing by the Board prior to such disclosure and is necessary for the
performance of Employee's duties under this Agreement.
Section 4.03. Assignment. Employee will disclose immediately to the
Corporation any discoveries or improvements (including without limitation any
information relating to the development of software or any enhancements
thereto) which are developed, in whole or in part, at the request of the
Corporation or in the course of Employee's duties pursuant to this Agreement
("Discoveries"). As further consideration by Employee to the Corporation
hereunder, Employee hereby assigns and agrees to assign any Discoveries to the
Corporation, whether such Discoveries arise under patent, copyright or other
laws. The Corporation shall have the right to make
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any changes or modifications to the Discoveries. The Corporation hereby agrees
to take such actions and execute and deliver such instruments or documents to
carry out the provisions of this Section 4.03.
Section 4.04. Survival of Covenants. The covenants of Article IV
hereof shall survive any termination of Employee's employment and any
termination of this Agreement, and shall be enforceable according to their
terms.
Section 4.05. Remedy for Breach. (a) Employee expressly recognizes
and acknowledges that the terms and conditions of this Agreement and
specifically Article IV hereunder are (i) reasonable as to time, geographical
area and activity to be restrained, (ii) necessary to protect the good will or
other legitimate business interest of the Corporation, and (iii) not unduly
burdensome to Employee. Furthermore, the parties hereto recognize that
irreparable injury will result to the Corporation, its business and property in
the event of a breach or threatened breach of any of the above covenants by the
Employee and that Employee's continued employment and compensation are based in
large measure upon the covenants against competition and disclosure and the
assurances made herein. Therefore, the parties hereto agree that in the event
of a violation of any of the covenants herein against competition or disclosure
of confidential information by the Employee:
(i) all payments due to the Employee hereunder or under any
other arrangement between the Employee and the Corporation shall be terminated
and Employee shall have no contractual right to such unpaid sums;
(ii) Employee's employment hereunder may be terminated;
(iii) the Corporation shall be entitled to any remedies and
damages available to the Corporation at law or equity; and
(iv) in addition to any other legal or equitable remedies and
damages available, the Corporation shall be entitled to the issuance of
restraining orders or injunctions, both temporary and permanent, in order to
restrict the violation thereof by the Employee, Employee's partners, agents,
servants, employees and employers, and all persons acting directly or
indirectly for or with Employee.
(b) Employee represents and admits that in the event of the
termination of Employee's employment for any reason whatsoever, Employee's
experience and capabilities are such that Employee can obtain employment in
business engaged in other lines or of a different nature which would not
violate this Agreement and that the enforcement of the remedy against Employee
under this Agreement by way of an injunction or restraining order will not
prevent Employee from earning a livelihood.
(c) If any court of competent jurisdiction should hereinafter
determine in the course of litigation that the provisions of this paragraph are
unreasonable with respect to length of time, geographical area, or activities
so restrained, then this clause shall be construed to operate for such period
of time and such geographical area or areas and in respect of such activities
as said court shall determine to be the maximum reasonable
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restraint in the circumstances, and the parties agree to submit such question
or questions to such court in the event of any such determination of
unreasonableness.
ARTICLE V
MISCELLANEOUS
Section 5.01. Notices. All notices, demands or other communications
required or provided hereunder shall be in writing and shall be deemed to have
been given at the earlier of (i) actual receipt, or (ii) three (3) days after
deposit in the United States mail as provided below. Notice may be sent by
personal service, or by deposit in the United States mail, certified or
registered, postage prepaid, return receipt requested, addressed to the parties
at the addresses set forth below or at such other addresses as such parties may
designate by notice to the other parties.
If to the Corporation: Bindview Development Corporation
0000 Xxxx Xxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If to Employee: Xxxxx Xxxxxxxxxx
0000 Xxxxxxxx
Xxxxxxx, Xxxxx 00000
Section 5.02. Applicable Law. THIS AGREEMENT AND THE OBLIGATIONS OF
THE PARTIES HEREUNDER SHALL BE INTERPRETED, CONSTRUED, GOVERNED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS.
Section 5.03. Entire Agreement. This Agreement contains the entire
agreement between the parties relative to the matters covered herein, and
supersedes any and all other oral and written agreements, express or implied,
concerning the subject matter of this Agreement. No variations, modifications
or changes in this Agreement shall be binding upon a party unless set forth in
a document duly executed by or on behalf of such party.
Section 5.04. Assignability. The Corporation, its transferees,
successors and assigns reserve the right to assign this Agreement, and all of
the rights and obligations of Corporation hereunder, to any of their respective
successors, affiliates or future subsidiaries. Neither this Agreement, nor the
rights and obligations created under it, may be assigned by Employee without
the prior written consent of the Corporation.
Section 5.05. Independent Covenants. The provisions contained in this
Agreement are independent and separate. In the event that any provision is
declared unenforceable, the other provisions shall not be affected or impaired
but shall remain valid and enforceable.
Section 5.06. Consent and Waiver. No consent or waiver, express or
implied, by any party hereto of any breach or default by the other party shall
be deemed or
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construed to be a consent or waiver to or of any other breach or default.
Failure on the part of any party to complain of any act or failure to act of
the other party or to declare the other party in default, irrespective of how
long such failure continues, shall not constitute a waiver by such party of its
rights hereunder.
Section 5.07. Severability. If any provision of this Agreement or the
application thereof to any person or circumstance shall be held invalid or
unenforceable to any extent, such illegality or unenforceability shall extend
to that provision only, and the remainder of this Agreement shall be enforced
to the greatest extent permitted by law as if such illegal or unenforceable
provision were not incorporated herein.
Section 5.08. Relationship of the Employee. The relationship between
Employee and the Corporation shall be limited to the performance of duties and
responsibilities contemplated by and in accordance with the terms of this
Agreement. Nothing herein shall be construed to authorize Employee to act as
agent of the Corporation for any other purposes.
Section 5.09. Successors. Subject to the provisions of Section 5.04
hereof, this Agreement shall be binding upon the parties hereto, their heirs,
administrators, successors, executors and assigns, and the parties hereto
covenant and agree that they and their respective heirs, executors, successors,
administrators and assigns will execute any and all instruments, releases,
assignments and consents that may be reasonably required to fully implement the
provisions of this Agreement. Except as otherwise provided herein, this
Agreement shall inure to the benefit of and be enforceable by and against the
respective heirs, executors, administrators, legal representatives, successors
and assigns of the Employee.
Section 5.10. Third Party Beneficiary. Nothing in this Agreement
shall be deemed to create any right in any creditor or other person not a party
hereto (other than the successors and assigns of a party hereto), and this
instrument shall not be construed in any respect to be a contract in whole or
in part for the benefit of any other person or entity except as aforesaid.
Section 5.11. Additional Acts. In connection with this Agreement, as
well as all transactions contemplated by this Agreement, Employee agrees to
execute and deliver such additional documents or perform such additional acts
as may be necessary or appropriate to effectuate, carry out and perform all of
the terms, provisions and conditions of this Agreement.
Section 5.12. Counterparts. This Agreement may be executed in several
counterparts, each of which shall serve as an original for all purposes, but
all copies of which shall constitute but one and the same Agreement.
Section 5.13. Headings and Captions. The Article and Section headings
and other captions contained in this Agreement are inserted only as a matter of
convenience, do not form a part of this Agreement and in no way define, limit,
extend or describe the scope, meaning, construction or effect of this Agreement
or any provision hereof or the intent of the parties.
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Section 5.14. Enforcement. In the event it becomes necessary for any
party hereto to file suit to enforce this Agreement or any provision contained
herein, the prevailing party in such action shall be entitled to recover, in
addition to all other remedies or damages, court costs, expenses of litigation
and reasonable attorneys' fees incurred in such suit.
Section 5.15. Business Days. Whenever the terms of this Agreement
call for the performance of a specific act on a specified date, which date
falls on a Saturday, Sunday or legal holiday, the date for the performance of
such act shall be postponed to the next succeeding regular business day
following such Saturday, Sunday or legal holiday.
Section 5.16. Dispute Resolution. If any dispute arises pursuant to
this Agreement or the interpretation thereof, the party believing such dispute
exists shall provide written notice thereof and the reasons therefore to the
other party. The parties shall then promptly meet and review such dispute. If
they cannot agree on a resolution thereof within thirty (30) days after receipt
of the notice of dispute, the dispute shall be settled by arbitration in
accordance with the rules of the American Arbitration Association in Houston,
Texas. The decision of the arbitration panel shall be final and binding upon
the parties. In no event, however, shall any dispute, claim or disagreement
arising under Article IV of this Agreement be submitted to arbitration pursuant
to this Section 5.16 or otherwise.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to
be effective as of April 15, 1997.
BINDVIEW DEVELOPMENT CORPORATION
By: /s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx, President
EMPLOYEE:
/s/ Xxxxx X. Xxxxxxxxxx
---------------------------------------------
Xxxxx X. Xxxxxxxxxx
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EXHIBIT I
Businesses
Student Furniture Partnership I
Student Furniture Partnership II
Student Furniture Partnership III
Student Furniture Partnership IV
Student Furniture Partnership V
Plantowsky Family Limited Partnership
PFLP Holdings, Inc.
Max Capital Corporation
MK Capital Corporation
Plantowsky's Contract Furniture
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