EMPLOYMENT AGREEMENT
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AGREEMENT made as of October 16, 1995, between DESIGNS, INC., a
Delaware corporation with an office at 0000 Xxxxxxxx Xxxxxx, Xxxxxxxx Xxxx,
Xxxxxxxxxxxxx, 00000 (the "Company"), and XXXXXXX X. XXXXXXX, residing at
00 Xxxxx Xxx Xxxx, Xxxxxx, Xxxxxxxxxxx 00000 (the "Executive").
W I T N E S S E T H:
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WHEREAS, the Company desires that Executive be employed to serve in a
senior executive capacity with the Company, and Executive desires to be so
employed by the Company, upon the terms and conditions herein set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
promises, representations and covenants herein contained, the parties
hereto agree as follows:
1. EMPLOYMENT
The Company hereby employs Executive and Executive hereby accepts
such employment, subject to the terms and condition herein set forth.
Executive shall hold the office of Chief Financial Officer reporting to the
Chief Executive Officer of the Company (the "Chief Executive Officer").
2. TERM
The initial term of employment under this Agreement shall begin
on the date hereof (the "Employment Date") and shall continue for a period
of three (3) years from that date, subject to prior termination in
accordance with the terms hereof. Thereafter, this Agreement shall
automatically be renewed for successive one year terms unless either party
shall give the other ninety (90) days prior written notice of its intent
not to renew this Agreement.
3. COMPENSATION
As compensation for the employment services to be rendered by
Executive hereunder, including all services as an officer of the Company
and any of its subsidiaries and affiliates, the Company agrees to pay, or
cause to be paid, to Executive, and Executive agrees to accept, payable in
equal installments in accordance with Company practice, an initial annual
salary of $225,000. Executive's annual salary hereunder for the remaining
years of employment shall be determined by the Compensation Committee of
the Board of Directors in its sole discretion; provided, however, that
Executive's salary shall be increased each year effective as of the first
day of the Company's fiscal year and commencing with the beginning of
fiscal 1997, by at least the percentage increase, if any, in the cost of
living shown on the Consumer Price Index for all items in the Boston,
Massachusetts Area (published by the Bureau of Labor Statistics of the
United States Department of Labor) between January 1995 and the last
calendar month immediately preceding the first day of the following
calendar year. In addition, Executive shall be entitled to bonuses from
time to time in such amounts as may be determined by the Compensation
Committee of the Board of Directors in its sole discretion.
4. EXPENSES
The Company shall pay or reimburse Executive, upon presentment of
suitable vouchers, for all reasonable business and travel expenses which
may be incurred or paid by Executive in connection with his employment
hereunder. Executive shall comply with such restrictions and shall keep
such records as the Company may deem necessary to meet the requirements of
the Internal Revenue Code of 1986, as amended from time to time, and
regulations promulgated thereunder.
5. OTHER BENEFITS
(a) Executive shall be entitled to such vacations and to
participate in and receive any other benefits customarily provided by the
Company to its senior management personnel (including any bonus, profit
sharing, pension, 401(k), short and long-term disability insurance,
hospital, major medical insurance and group life insurance plans in
accordance with the terms of such plans) and including stock option and/or
stock purchase plans, all as determined from time to time by the
Compensation Committee of the Board of Directors of the Company.
(b) The Company shall, during the term of Executive's employment
hereunder, provide Executive with a full size automobile for his use in
performing his employment duties and obligations hereunder, including
maintenance of and fuel for such automobile.
6. DUTIES
(a) Executive shall perform such duties and functions as the
Chief Executive Officer and the Board of Directors of the Company shall
from time to time determine and Executive shall comply in the performance
of his duties with the policies of, and be subject to the direction of, the
Chief Executive Officer and/or the Board of Directors. Executive shall
serve as an officer of the Company without further compensation.
At the request of the Chief Executive Officer and/or the Board of
Directors, Executive shall serve, without further compensation, as an
executive officer of any subsidiary or affiliate of the Company and, in the
performance of such duties, Executive shall comply with the policies of the
Board of Directors of each such subsidiary or affiliate.
(b) During the term of this Agreement, Executive shall devote
substantially all of his time and attention, vacation time and absences for
sickness excepted, to the business of the Company, as necessary to fulfill
his duties. Executive shall perform the duties assigned to him with
fidelity and to the best of his ability. Notwithstanding anything herein
to the contrary, Executive may engage in other activities so long as such
activities do not unreasonably interfere with Executive's performance of
his duties hereunder and do not violate Section 9 hereof.
(c) Nothing in this Section 6 or elsewhere in this Agreement
shall be construed to prevent Executive from investing or trading in
nonconflicting investments as he sees fit for his own account, including
real estate, stocks, bonds, securities, commodities or other forms of
investments.
(d) The principal location at which the Executive shall perform
his duties hereunder shall be at the Company's offices in Chestnut Hill,
Massachusetts or at such other location as may be designated from time to
time by the Board of Directors of the Company; provided that if the
principal location of Executive's duties is transferred from Chestnut Hill,
Massachusetts, the new principal location of Executive's duties shall not
be transferred beyond a 00-xxxx xxxxxx xx Xxxxxxxx Xxxx, Xxxxxxxxxxxxx
without Executive's consent. Notwithstanding, the foregoing, Executive
shall perform such services at such other locations as may be required for
the proper performance of his duties hereunder, and Executive recognizes
that such duties may involve travel.
7. TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION
(a) Executive's employment hereunder may be terminated at any
time upon written notice from the Company to Executive:
(i) upon the determination by the Chief Executive Officer
and the Board of Directors that Executive's performance
of his duties has not been fully satisfactory for any
reason which would not constitute justifiable cause (as
hereinafter defined) upon thirty (30) days' prior
written notice to Executive; or
(ii) upon the determination by the Chief Executive Officer
and the Board of Directors that there is justifiable
cause (as hereinafter defined) for such termination
upon ten (10) days' prior written notice to Executive.
(b) Executive's employment shall terminate upon:
(i) the death of Executive; or
(ii) the "disability" of Executive (as hereinafter defined
pursuant to subsection (c) herein) pursuant to
subsection (f) hereof.
(c) For the purposes of this Agreement, the term "disability"
shall mean the inability of Executive, due to illness, accident or any
other physical or mental incapacity, substantially to perform his duties
for a period of three (3) consecutive months or for a total of six (6)
months (whether or not consecutive) in any twelve (12) month period during
the term of this Agreement, as reasonably determined by the Chief Executive
Officer and the Board of Directors of the Company after examination of
Executive by an independent physician reasonably acceptable to Executive.
(d) For the purposes hereof, the term "justifiable cause" shall
mean and be limited to: any repeated willful failure or refusal to perform
any of the duties pursuant to this Agreement where such conduct shall not
have ceased within 30 days following written warning from the Company;
Executive's conviction (which, through lapse of time or otherwise, is not
subject to appeal) of any crime or offense involving money or other
property of the Company or its subsidiaries or affiliates or which
constitutes a felony in the jurisdiction involved; Executive's performance
of any act or his failure to act, for which if Executive were prosecuted
and convicted, a crime or offense involving money or property of the
Company or its subsidiaries or affiliates, or which would constitute a
felony in the jurisdiction involved, would have occurred; any unauthorized
disclosure by Executive to any person, firm or corporation other than the
Company, its subsidiaries or affiliates and their respective directors,
officers and employees (or other persons fulfilling similar functions), of
any confidential information or trade secret of the Company or any of its
subsidiaries or affiliates; any attempt by Executive to secure any personal
profit in connection with the business of the Company or any of its
subsidiaries and affiliates; or the engaging by Executive in any business
other than the business of the Company and its subsidiaries and affiliates
which unreasonably interferes with the performance of his duties hereunder.
Upon termination of Executive's employment for justifiable cause, this
Agreement shall terminate immediately and Executive shall not be entitled
to any amounts or benefits hereunder other than such portion of Executive's
annual salary and reimbursement of expenses pursuant to Section 4 hereof as
has been accrued through the date of his termination of employment.
(e) If Executive shall die during the term of his employment
hereunder, this Agreement shall terminate immediately. In such event, the
estate of Executive shall thereupon be entitled to receive such portion of
Executive's annual salary and reimbursement of expenses pursuant to Section
4 as has been accrued through the date of his death. If Executive's death
shall occur while he is on Company business, the estate of Executive shall
be entitled to receive, in addition to the other amounts set forth in this
subsection (e), an amount equal to one-half his then annual salary.
(f) Upon Executive's "disability", the Company shall have the
right to terminate Executive's employment. Notwithstanding any inability
to perform his duties, Executive shall be entitled to receive his
compensation (including bonus, if any) and reimbursement of expenses
pursuant to Section 4 as provided herein until he begins to receive long-
term disability insurance benefits under the policy provided by the Company
pursuant to Section 5 hereof. Any termination pursuant to this subsection
(f) shall be effective on the later of (i) the date 30 days after which
Executive shall have received written notice of the Company's election to
terminate or (ii) the date he begins to receive long-term disability
insurance benefits under the policy provided by the Company pursuant to
Section 5 hereof.
(g) Notwithstanding any provision to the contrary contained
herein, in the event that Executive's employment is terminated by the
Company at any time for any reason other than justifiable cause, disability
or death, or in the event the Company shall fail to renew this Agreement at
any time within two years following the effective date of a Change in
Control of the Company, the Company shall upon such termination,
immediately pay (i) Executive, in a lump sum, an amount equal to the
greater of (1) one-twelfth of the Executive's then annual salary multiplied
by the number of months in the remaining term of this Agreement or (2) a
sum equal to his then annual salary multiplied by one year (such period
being hereinafter referred to as the "Severance Period"), which amount
shall be in lieu of any and all other payments due and owing to the
Executive under the terms of this Agreement (other than any payments
constituting reimbursement of expenses pursuant to Section 4 hereof), and
(ii) continue to allow Executive to participate, at the Company's expense,
in the Company's health insurance and disability insurance programs, to the
extent permitted under such programs, during the Severance Period
(collectively, the "Severance Payments"). For purposes of this Agreement,
a "Change in Control of the Company" shall be deemed to occur if (i) there
shall be consummated (x) any consolidation or merger of the Company in
which the Company is not the continuing or surviving corporation or
pursuant to which shares of the Company's Common Stock would be converted
into cash, securities or other property, other than a merger of the Company
in which the holders of the Company's Common Stock immediately prior to the
merger have the same proportionate ownership of common stock of the
surviving corporation immediately after the merger, or (y) any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, of the assets of the Company,
or (ii) the stockholders of the Company shall approve any plan or proposal
for liquidation or dissolution of the Company, or (iii) any person (as such
term is used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")) shall become the beneficial owner
(within the meaning of Rule 13d-3 under the Exchange Act) of 40% or more of
the Company's outstanding Common Stock other than pursuant to a plan or
arrangement entered into by such person and the Company, or (iv) during any
period of two consecutive years, individuals who at the beginning of such
period constitute the entire Board of Directors of the Company shall cease
for any reason to constitute a majority thereof unless the election, or the
nomination for election by the Company's stockholders, of each new director
was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of the period.
(h) Notwithstanding any provision to the contrary contained
herein, in the event the Company elects not to renew this Agreement (other
than within two years following a change in Control of the Company, which
is covered in Section 7(g) above) the Company will pay Executive a
severance payment equal to the greater of (i) two months' salary plus 1/6
of Executive's bonus, if any, relating to the most recently completed
fiscal year, for each year Executive has been employed by the Company or
(ii) one year's annual salary.
(i) Executive may terminate his employment at any time upon 30
days' prior written notice to the Company. Upon Executive's termination of
his employment hereunder or his election not to renew this Agreement, this
Agreement (other than Sections 4, 7, 9, 10, 11 and 12, which shall survive,
if at all, in accordance with their terms) shall terminate, provided
however, that Section 9 shall not survive such termination unless the
Company pays to Executive during the Severance Period the Severance
Payments. In such event, Executive shall be entitled to receive such
portion of Executive's annual salary and bonus, if any, as has been accrued
to date. Executive shall be entitled to reimbursement of expenses pursuant
to Section 4 hereof and to participate in the Company's benefit plans to
the extent participation by former employees is required by law or
permitted by such plans, with the expense of such participation to be as
specified in such plans for former employees.
(j) If, in connection with a change of ownership or control of
the Company or a change in ownership of a substantial portion of the assets
of the Company (all within the meaning of Section 28OG(b)(2) of the
Internal Revenue Code of 1986, as amended (the "Code")), an excise tax is
payable by Executive under Section 4999 of the Code, then the Company will
pay to the Executive additional compensation which will be sufficient to
enable Executive to pay such excise tax as well as the income tax and
excise tax on such additional compensation, such that, after the payment of
income and excise taxes, Executive is in the same economic position in
which he would have been if the provisions of Section 4999 of the Code had
not been applicable. The additional compensation required by this Section
7(j) will be paid to Executive promptly after the date or dates on which
the amount of such additional compensation is determinable, in whole or in
part.
(k) Upon the resignation of this Executive Officer in any
capacity that resignation will be deemed to be a resignation from all
offices and positions that that person holds with respect to the Company
and any of its subsidiaries and affiliates.
8. REPRESENTATION AND AGREEMENTS OF EXECUTIVE
(a) Executive represents and warrants that he is free to enter
into this Agreement and to perform the duties required hereunder, and that
there are no employment contracts or understandings, restrictive covenants
or other restrictions, whether written or oral, preventing the performance
of his duties hereunder.
(b) Executive agrees to submit to a medical examination and to
cooperate and supply such other information and documents as may be
required by any insurance company in connection with the Company's
obtaining life insurance on the life of Executive, and any other type of
insurance or fringe benefit as the Company shall determine from time to
time to obtain.
9. NON-COMPETITION
(a) Executive agrees that during his employment by the Company
and during the one year period following the termination of Executive's
employment hereunder, (the "Non-Competitive Period"), Executive shall not,
directly or indirectly, as owner, partner, joint venturer, stockholder,
employee, broker, agent, principal, trustee, corporate officer, director,
licensor, or in any capacity whatsoever engage in, become financially
interested in, be employed by, render any consultation or business advice
with respect to, or have any connection with, any business which is
competitive with, products or services of the Company or any of its
subsidiaries and affiliates, in any geographic area in the United States of
America where, at the time of the termination of his employment hereunder,
the business of the Company or any of its subsidiaries and affiliates was
being conducted or was proposed to be conducted in any manner whatsoever;
provided, however, that Executive may own any securities of any corporation
which is engaged in such business and is publicly owned and traded but in
an amount not to exceed at any one time one percent (1%) of any class of
stock or securities of such corporation. In addition, Executive shall not
notify directly or indirectly, during the Non-Competitive Period, request
or cause any suppliers or customers with whom the Company or any of its
subsidiaries and affiliates has a business relationship to cancel or
terminate any such business relationship with the Company or any of its
subsidiaries and affiliates of solicit, interfere with or entice from the
Company any employee (or former employee) of the Company.
(b) If any portion of the restrictions set forth in this Section
9 should, for any reason whatsoever, be declared invalid by a court of
competent jurisdiction, the validity or enforceability of the remainder of
such restrictions shall not thereby be adversely affected.
(c) Executive acknowledges that the Company conducts business
throughout the United States, that its sales and marketing prospects are
for continued expansion throughout the United States and that, therefore,
the territorial and time limitations set forth in this Section 9 are
reasonable and properly required for the adequate protection of the
business of the Company and its subsidiaries and affiliates. In the event
any such territorial or time limitation is deemed to be unreasonable by a
court of competent jurisdiction, Executive agrees to the reduction of the
territorial or time limitation to the area or period which such court shall
deem reasonable.
(d) The existence of any claim or cause of action by Executive
against the Company or any subsidiary or affiliate shall not constitute a
defense to the enforcement by the Company or any subsidiary or affiliate of
the foregoing restrictive covenants, but such claim or cause of action
shall be litigated separately.
(e) In the event Executive's employment with the Company
terminates for any reason other than (i) the Company's failure to renew
this Agreement or (ii) termination by the Company within two years
following a Change in Control of the Company, the Company and Executive
agree that in consideration of the severance payment made to Executive,
Executive shall be available during the Non-Competitive Period to advise
and consult with the Board of Directors, the President and other officers
of the Company and its subsidiaries and affiliates with respect to the
affairs of the Company and its subsidiaries and affiliates on a part-time
basis, in response to requests for such advisory and consulting services by
the Board of Directors, or other officers of the Company or its
subsidiaries and affiliates, subject to the conditions that (i) such
services shall be performed within the United States of America, (ii)
Executive shall not be required to devote a major portion of his time to
such services, (iii) such services shall not unreasonably interfere with
the performance of other employment or consulting duties Executive may
have, (iv) Executive shall not be required to perform such services during
usual vacation periods and reasonable periods of illness or other
incapacitation, (v) such services shall be performed at times and places as
shall be chosen by Executive, and which will result in the least
inconvenience to Executive, and (vi) all other provisions of this Section 9
shall apply. The Company shall reimburse Executive for actual out-of-
pocket expenses incurred in rendering the services performed by Executive
upon the request of the Board of Directors, or other officers of the
Company or its subsidiaries or affiliates, payable at the end of each month
during such period. Notwithstanding the foregoing, in the event that
Executive seeks full-time employment with a third party and such third
party will not accept Executive's services for as long as he is committed
under this subsection (e) to provide consulting services to the Company,
then if the Board of Directors of the Company determines in its reasonable
discretion that Executive's employment with the third party will not cause
him to breach the provisions of Section 9 of this Agreement (other than
this subsection (e)) and Executive provides the Board of Directors with a
letter signed by the third party stating that such third party will not
accept Executive's services as described above, the provisions of this
subsection (e) shall immediately terminate and be of no further force or
effect.
(f) Notwithstanding anything herein to the contrary, this
Section 9 shall automatically terminate if the Company elects not to renew
this Agreement, if the Company terminates Executive's employment within two
years following the effective date of a Change in Control of the Company,
or if the Company fails to make any payments due to Executive under
Sections 7(g), 7(h), 7(i) or 9(e).
10. INVENTIONS AND DISCOVERIES
(a) Upon execution of this Agreement and thereafter Executive
shall promptly and fully disclose to the Company, and with all necessary
detail for a complete understanding of the same, all existing and future
developments, know-how, discoveries, inventions, improvements, concepts,
ideas, writings, formulae, processes and Methods (whether copyrightable,
patentable or otherwise) made, received, conceived, acquired or written
during working hours, or otherwise, by Executive (whether or not at the
request or upon the suggestion of the Company) during the period of his
employment with, or rendering of advisory or consulting services to, the
Company or any of its subsidiaries and affiliates, solely or jointly with
others in or relating to any activities of the Company or its subsidiaries
and affiliates known to him as a consequence of his employment or the
rendering of advisory and consulting services hereunder (collectively the
"Subject Matter").
(b) Executive hereby assigns and transfers, and agrees to assign
and transfer, to the Company) all his rights, title and interest in and to
the Subject Matter, and Executive further agrees to deliver to the Company
any and all drawings, notes, specifications and data relating to the
Subject Matter, and to execute, acknowledge and deliver all such further
papers, including applications for copyrights or patents, as may be
necessary to obtain copyrights and patents for any thereof in any and all
countries and to vest title thereto to the Company. Executive shall assist
the Company in obtaining such copyrights or patents during the term of this
Agreement, and any time thereafter on reasonable notice and at mutually
convenient times, and Executive agrees to testify in any prosecution or
litigation involving any of the Subject Matter; provided, however, that
Executive shall be compensated in a timely manner at the rate of $1,500 per
day (or portion thereof), plus out-of-pocket expenses incurred in rendering
such assistance or giving or preparing to give such testimony if it is
required after the Severance Period.
11. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION
(a) Executive shall not, during the term of this Agreement, or
at any time following termination of this Agreement, directly or
indirectly, disclose or permit to be known (other than as is required in
the regular course of his duties (including without limitation disclosures
to the Company's advisors and consultants) or is required by law (in which
case Executive shall give the Company prior written notice of such required
disclosure) or with the prior written consent of the Board of Directors of
the Company), to any person, firm or corporation, any confidential
information acquired by him during the course of, or as an incident to, his
employment or the rendering of his advisory or consulting services
hereunder, relating to the Company or any of its subsidiaries and
affiliates, the directors of the Company or its subsidiaries and
affiliates, any client of the Company or any of its subsidiaries and
affiliates, or any corporation, partnership or other entity owned or
controlled, directly or indirectly, by any of the foregoing, or in which
any of the foregoing has a beneficial interest, including, but not limited
to, the business affairs of each of the foregoing. Such confidential
information shall include, but shall not be limited to, proprietary
technology, trade secrets, patented processes, research and development
data, know-how, market studies and forecasts, competitive analyses, pricing
policies, employee lists, personnel policies, the substance of agreements
with customers, suppliers and others, marketing or dealership arrangements,
servicing and training programs and arrangements, customer lists and any
other documents embodying such confidential information. This
confidentiality obligation shall not apply to any confidential information
which thereafter becomes publicly available other than pursuant to a breach
of this Section 11(a) by Executive.
(b) All information and documents relating to the Company and
its affiliates as hereinabove described (or other business affairs) shall
be the exclusive property of the Company, and Executive shall use
commercially reasonable best efforts to prevent any publication or
disclosure thereof. Upon termination of Executive's employment with the
Company, all documents, records, reports, writings and other similar
documents containing confidential information, including copies thereof
then in Executive's possession or control shall be returned and left with
the Company.
12. SPECIFIC PERFORMANCE
Executive agrees that if he breaches, or threatens to commit a
breach of, any of the provisions of Sections 9, 10 or 11 (the "Restrictive
Covenants"), the Company shall have, in addition to, and not in lieu of,
any other rights and remedies available to the Company under law and in
equity, the right to have the Restrictive Covenants specifically enforced
by an court of competent jurisdiction, it being agreed that any breach or
threatened breach of the Restrictive Covenants would cause irreparable
injury to the Company and that money damages would not provide an adequate
remedy to the Company. Notwithstanding the foregoing, nothing herein shall
constitute a waiver by Executive of his right to contest whether a breach
or threatened breach of any Restrictive Covenant has occurred.
13. AMENDMENT OR ALTERATION
No amendment or alteration of the terms of this Agreement shall
be valid unless made in writing and signed by both of the parties hereto.
14. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced
in accordance with the substantive laws of The Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.
15. SEVERABILITY
The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any
other provision of this Agreement, which shall remain in full force and
effect.
16. NOTICES
Any notices required or permitted to be given hereunder shall be
sufficient if in writing, and if delivered by hand or courier, or sent by
certified mail, return receipt requested, to the addresses set forth above
or such other address as either party may from time to time designate in
writing to the other, and shall be deemed given as of the date of the
delivery or at the expiration of three days in the event of a mailing.
17. WAIVER OR BREACH
It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed as a waiver
of any subsequent breach by that same party.
18. ENTIRE AGREEMENT AND BINDING EFFECT
This Agreement contains the entire agreement of the parties with
respect to the subject matter hereof, supersedes all prior agreements, both
written and oral, between the parties with respect to the subject matter
hereof, and shall be binding upon and inure to the benefit of the parties
hereto and their respective legal representatives, heirs, distributors,
successors and assigns.
19. SURVIVAL
Except as otherwise expressly provided herein, the termination of
Executive's employment hereunder or the expiration of this Agreement shall
not affect the enforceability of Sections 4, 7, 9, 10, 11 and 12 hereof.
20. FURTHER ASSURANCES
The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further
action as may be necessary or appropriate to carry out the purposes and
intent of this Agreement.
21. HEADINGS
The Section headings appearing in this Agreement are for the
purposes of easy reference and shall not be considered a part of this
Agreement or in any way modify, demand or affect its provisions.
22. COUNTERPARTS
This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original and all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement,
under seal, as of the date and year first above written.
DESIGNS, INC.
By:/s/ Xxxxx X. Xxxxx
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Xxxxx X. Xxxxx, Senior Vice President
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
