EXHIBIT 10.7
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made and entered into as of ___________,1998, by and
between Specialty Products and Insulation Co. a Pennsylvania with an office at
0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxxxxxxxx, XX (the "Company") and _______________
an individual currently residing at ___________________________ (the "Manager").
The parties hereto, intending to be legally bound hereby, and in
consideration of the mutual covenants herein contained, agree as follows:
1. Employment.
----------
1.1. The Company employs the Manager, and the Manager accepts such
employment (the "Employment"), as Vice President - Regional Manager of the
Company. The Manager accepts the employment for the period and on the terms and
conditions set forth in this Agreement and agrees to perform such duties as are
from time to time reasonably assigned to him by the Company and which are
normally associated with the position of a Vice President - Regional Manager.
1.2. During the Employment Term (as defined in Section 2), the
Manager will report directly to the President or any executive officer or
officers designated by the President from time to time.
1.3. During the Employment Term the Manager will devote his best
efforts and full business time, skill and attention to the performance of his
duties on behalf of the Company.
1.4. The Manager's duties under this Agreement shall be performed
from the Company's offices in which the Manager is based on the date of this
Agreement or such other office as the Company shall determine, provided that
such office shall not be more than 50 miles from the Manager's present offices
without the Manager's consent.
2. Term of Employment. Unless earlier terminated pursuant to the
------------------
provisions of Section 4 hereof, the term of the Manager's employment hereunder
shall be for three years from the date hereof. This Agreement shall
automatically renew on the third anniversary of the date of this Agreement, and
on each anniversary thereafter, for a term of one year, unless the Company gives
the Manager sixty (60) days written notice to the contrary. Any period during
which this Agreement is in effect shall be considered part of the "Employment
Term".
3. Compensation and Benefits.
-------------------------
3.1. The Company agrees to pay, and the Manager agrees to accept, as
base compensation for all services to be rendered by the Manager under this
Agreement, a salary of $________ per annum (subject to such deductions and
withholdings as may be required by law or by further agreement with the Manager)
(the "Base Salary"), payable in arrears in equal semi-monthly installments. The
Base Salary may be increased from time to time in the discretion of the Company.
Any such increases shall be added to the Base Salary then being paid to the
Manager, and the sum thereof shall then become the Base Salary for each
successive year, until further adjusted in accordance with the provisions of
this Section 3. 1.
3.2. In addition to the Base Salary, subject to the terms and
conditions of the Company's Incentive Compensation Plan (the "Plan"), during the
term of this Agreement, the Manager shall be eligible to participate in the Plan
on terms and conditions no less favorable than those in effect at the date
hereof.
3.3. The Company shall also reimburse the Manager for all reasonable
and necessary expenses incurred by the Manager in connection with the
Employment, including without limitation, travel and lodging expenses, car phone
expenses and charges incurred for business entertainment. Such expenses shall
be reimbursed to the Manager by the Company after the Manager submits
documentation to the Company with respect to the reimbursable expenses incurred
by him.
3.4. Additional Benefits. During the Employment Term, the Company
-------------------
shall provide the Manager with an automobile and shall reimburse the Manager for
the costs of automobile insurance and operating expenses attributable to that
automobile, as well as vacation, 401(k) matching, health, medical and
hospitalization, disability insurance and other fringe benefits no less
favorable, in each case, than those being provided to him under the Company's
plan's and arrangements in effect on the date hereof.
4. Termination.
-----------
4.1. The Company may terminate the Manager's employment at any time
for "Cause", in which event the Manager shall have no further rights under this
Agreement, except the right to receive the Base Salary up to the date of
termination by the Company of the Manager's employment hereunder, the right to
receive any vested benefits under any plan or arrangement described in Section
3.4 and the rights specified in Section 6 hereof. The Manager's employment shall
be deemed to have been terminated for "Cause" if his employment is terminated
for: (i) embezzlement, theft, or other misappropriation of any property of more
than nominal value of the Company or any Subsidiary; (ii) the Manager's neglect
of, or failure substantially to perform or comply with, his duties,
responsibilities and obligations as an officer of the
-2-
Company (other than any such failure resulting from his incapacity due to
physical or mental illness, as determined by a physician appointed by the
Company) after a demand for substantial performance is delivered to the Manager
by the Company which specifically identifies the manner in which the Manager has
not substantially performed his duties and the Manager fails or refuses to
remedy such failure to the reasonable satisfaction of the Company within thirty
(30) days after the receipt of such notice; (iii) the Manager's breach of his
restrictive covenants set forth in this Agreement in any material respect; (iv)
any act which if the subject of a criminal proceeding could reasonably result in
a conviction for a felony; or (v) an act or acts of dishonesty on the Manager's
part intended to result or resulting in substantial gain or personal enrichment
to him at the expense of the Company.
4.2. In the event the Manager's employment is terminated without
"Cause", the Manager shall have the right to receive (a) a lump sum amount equal
to the Base Salary, as then in effect, plus his anticipated Incentive Plan
awards, ("anticipated Incentive Plan awards" shall be equal to 100% of the
average of the Managers awards under the Plan for the previous three (3) years,
or the period of his actual employment if shorter), for the greater of the
remainder of the Employment Term, or one year, (b) continuation of the health,
hospitalization and medical care benefits in which the Manager is participating
under Section 3.4 on the date of termination, for the greater of the remainder
of the Employment Term, or one year, plus (c) any amounts due in accordance with
the terms of the Incentive Plan, and (d) all other benefits under Section 3.4
hereof which have accrued as of the date of termination. In addition, the
Manager shall be entitled to participate in awards made under the Incentive Plan
for the fiscal year in which the Manager is terminated without "Cause" in
amounts proportionate to the length of time the Manager was employed by the
Company in such fiscal year, and shall be entitled to the payments specified in
Section 6. The amount payable under (a) above shall be paid in a lump sum
within 15 days of the Manager's termination without "Cause."
4.3. In the event of the Manager's death during the Employment Term,
the Employment Term shall terminate automatically as of the date of the
Manager's death, and the Manager's executor, administrator or other legal
representative shall have no further rights hereunder, except the right to
receive (a) the Base Salary up to the date of the Manager's death, (b) any
amounts due under the Incentive Plan as of the date of death, including an award
for the year of death proportionate to the length of time the Manager was
employed by the Company in such fiscal year, (c) any other benefits under
Section 3.4 which have accrued as of the date of, or are payable on account of,
the Manager's death and (d) the amounts payable under Section 6 hereof.
4.4. The Manager may terminate this Agreement at any time by giving
the Company written notice of intent to terminate, delivered at least ninety
(90) calendar days prior to the effective date of such termination. In that
event, the
-3-
Company shall pay the Manager his full Base Salary, at the rate then in effect,
through the effective date of termination, any amounts due but unpaid under the
Plan, all other benefits under Section 3.4 to which the Manager has a vested
right at that time and the payments to which Manager is entitled under Section 6
hereof. In the event that the voluntary termination is for Good Reason, the
terms of Section 4.2 shall govern the parties' rights and obligations hereunder.
4.5. At any time during the term of this Agreement, the Manager may
terminate this Agreement for Good Reason (as defined below) by giving the
Company ninety (90) calendar days written notice of intent to terminate, which
notice sets forth in reasonable detail the facts and circumstances claimed to
provide a basis for such termination. Upon termination the Company shall pay and
provide to the Manager the benefits set forth in Section 4.2 hereof (as if the
termination were an involuntary termination without Cause.) "Good Reason" shall
mean, without the Manager's express prior written consent, the occurrence of any
one or more of the following:(i) The assignment of the Manager to duties
materially inconsistent with the Manager's authorities, duties,
responsibilities, or a material reduction or alteration in the nature or status
of the Manager's authorities, duties, or responsibilities from those in effect
as of the Effective Date (or as subsequently increased), other than an
insubstantial and inadvertent act that is remedied by the Company promptly after
receipt of notice thereof given by the Manager;(ii) The Company's requiring the
Manager to be based at a location in excess of fifty (50) miles from the
location of the Manager's principal job location or office as of the Effective
Date, except for required travel on the Company's business to an extent
substantially consistent with the Manager's present business obligations;(iii) A
reduction by the Company of the Manager's Base Salary as in effect on the
Effective Date, or as the same shall be increased from time to time;(iv) An
intentional material reduction by the Company of the Manager's aggregate
incentive opportunities under the Company's incentive programs, as such
opportunities exist on the Effective Date, or as such opportunities may be
increased after the Effective Date. For this purpose, a reduction in the
Manager's incentive opportunities shall be deemed to have occurred in the event
his targeted annualized award opportunities and/or the degree of probability of
attainment of such annualized award opportunities, are materially diminished
from the levels and probability of attainment that existed as of the Effective
Date or as such opportunity and/or degree of probability have been increased
from time to time provided, however, that notwithstanding the foregoing, the
Manager's Incentive opportunities shall not be deemed to have been materially
reduced by the adoption by the Board of any reasonable Company budget;(v) The
failure of the Company to maintain the Manager's relative level of coverage
under the Company's employee benefit or retirement plans, policies, practices,
or arrangements in which the Manager participates as of the Effective Date, both
in terms of the amount of benefits provided and the relative level of the
Manager's participation. For this purpose, the Company may eliminate and/or
modify existing programs and coverage levels; provided, however, that the
Manager's level of coverage under all such programs must
-4-
be at least as great as is such coverage provided to Managers who have the same
or lesser levels of reporting responsibilities within the Company's
organization;(vi) The failure of the Company to obtain a satisfactory agreement
from any successor to the Company to assume and agree to perform the Company's
obligations under this Agreement. For this purpose, successor shall mean the
business enterprise(s) resulting from reorganization, merger or consolidation
involving the Company or any subsidiary of the Company or sale or other
disposition of all or substantially all of the assets of the Company.
4.6. If, by reason of any illness, disability or incapacity, the
Manager is unable to perform his duties under this Agreement for a period of
sixty (60) consecutive days (or shorter periods aggregating to ninety (90) days
in any twelve month period) ("Disability"), the Company may terminate the
Employment Term as of the last day of such sixty (60) or ninety(90)day period,
as the case may be, or as of such other day thereafter, provided the Manager
remains unable to perform his duties hereunder. The Manager or his duly
appointed representative, if one is appointed, shall be entitled to receive,
within sixty (60) days after the date of such termination, any amounts payable
to the Manager pursuant to this Agreement, including without limitation (i) a
share of any Incentive Plan award for the fiscal year of termination
proportionate to the length of time the Manager was employed by the Company in
that fiscal year, and (ii) the provisions of Article 6.4 hereof applicable in
the case of the Manager's termination by the Company without Cause.
Notwithstanding the foregoing, (i) the Manager shall remain entitled to any
benefits to which he is entitled under the Company's short and long term
disability plans on account of his disability and (ii) if the Manager suffers a
Disability and his employment hereunder is not terminated, the Manager shall be
entitled to receive any amounts owing to him hereunder (including, without
limitation, the additional benefits outlined in Section 3.4), less any
disability insurance payments which Manager is entitled to receive under any
plans the premiums of which are paid for by the Company.
4.7. If the Agreement is not renewed pursuant to Section 2 and the
Manager continues to be employed by the Company as an "at-will" employee, the
Manager shall be entitled to six (6) months of severance benefits following the
subsequent termination of his employment by the Company unless such employment
is terminated for Cause.
5. Non-Competition and Confidentiality.
------------------------------------
5.1. Covenant Not to Compete. The Manager covenants and agrees that
-----------------------
while employed and thereafter for a period equal to (i) if the Manager's
employment is terminated for "Cause" by the Company or is voluntarily terminated
by the Manager, six (6) months, (ii) if the Agreement is not renewed and the
Manager's employment is thereafter terminated by the Company or the Manager for
any reason
-5-
other than "Cause," one (1) year or (iii) for any termination other than those
described in (i) or (ii), the greatest of (A) the remaining Employment Term, (B)
one year or (C) the period for which the Manager is receiving disability
benefits under any Company provided disability plan, he will not, directly or
indirectly (whether as principal, agent, proprietor, sales person, employee,
consultant, independent contractor, officer, director, investor, or otherwise),
participate in the ownership, management, operation, or control of, or have any
interest of any nature whatsoever in any organization, corporation, firm, or
other business which is engaged in or which proposes to engage in any business
which is in competition with the business now or hereafter operated and
conducted by the Company in any geographic area where Manager has regularly
serviced customers or otherwise regularly provided services to the Company
during the Employment Term. Without limiting the foregoing, the Manager agrees
that he will not, while employed and thereafter for the greater of the remaining
Employment Term or one year, directly or indirectly, divert or take away or
attempt to divert or take away, by soliciting, supplying, serving, advising, or
otherwise, any customer or business entity with which the Manager did business
on the Company's behalf during the Employment Term. It will not be a violation
of this provision for Manager to own shares in a widely traded public company
which competes with Company if the investment is passive and the number of
shares held is sufficiently small that Manager cannot exercise any material
influence or control over the management of the public company.
5.2. Covenant Not to Divulge Confidential Information. The Manager
------------------------------------------------
recognizes and acknowledges that he will, during the course of his employment by
the Company, have access to certain proprietary material and confidential
business information concerning the business and operations of the Company which
are valuable property of a confidential nature and which belong to the Company,
which is not public knowledge. The Manager covenants and agrees that he will
not during the Employment Term or at any time thereafter disclose to any person,
except in the regular course of business of the Company, or use in competition
with the Company any such proprietary material or confidential business
information.
6. REPURCHASE OF EQUITY INVESTMENTS. Upon termination of the Manager's
Employment hereunder, the Manager shall be entitled to the following payments:
6.1. Termination Other than for Cause. If the Manager's employment is
--------------------------------
terminated by the Company other than for Cause or is terminated by the Manager
with Good Reason, the Company will pay the Manager, within 15 days following the
Manager's termination, in exchange for (i) the total number of shares of Common
Stock owned by the Manager and (ii) the total number of shares of Common Stock
of the Company for which the Manager holds Regular Options (as such term is
defined in the Manager's Nonqualified Stock Option Award Agreement (the "Award
Agreement"))
-6-
granted under the Company's 1998 Stock Option Plan (the "Stock Option Plan"),
whether or not vested or exerciseable (the "Regular Option Shares"):
6.1.1. If the Common Stock of the Company is publicly traded on a
national stock exchange, an amount equal to the product of
the average closing price of the Common Stock on that
exchange for the 10 trading days immediately preceding the
date of the Manager's termination, less, in the case of
Regular Option Shares, the aggregate exercise price for
those Regular Option Shares. Notwithstanding the foregoing,
if the Company's Common Stock is publicly traded, and if at
least 3 years have passed after the Spin-Off, the Manager
shall have the right, in lieu of receiving the payment
described above, to exercise all of the Manager's Options
under the Stock Option Plan and sell the Manager's Common
Stock, including shares acquired by exercise of Options, on
the public exchange, at a time or times selected by the
Manager.
6.1.2. If the Common Stock of the Company is not publicly traded,
the amount to be paid to the Manager shall be determined by:
6.1.2.1. multiplying 6.1 times the Company's Adjusted
Consolidated EBITDA (as such term is defined in
the Note Purchase Agreement, dated as of October
__, 1998, Between Specialty Products & Insulation
Co., and Irex Corporation (the "Note Purchase
Agreement")) for the four (4) fiscal quarters most
recently ended by 6.1 to determine aggregate
value;
6.1.2.2. subtracting from the aggregate value as determined
under clause 6.1.2.1, Indebtedness (as such term
is defined in the Note Purchase Agreement) and
adding cash and equivalents, in each case pro
forma as of the end of the most recent fiscal
quarter, to determine equity value;
6.1.2.3. dividing equity value, as determined in clause
6.1.2.2,. by the number of the Company's shares of
Common Stock on a fully diluted basis; and
6.1.2.4. multiplying that result in clause 6.1.2.3 by the
number of the Manager's shares of Common Stock and
Regular Options, provided that the amount payable
with respect to the Regular Options shall be
reduced by the aggregate exercise price for the
Regular Options.
-7-
6.1.3. In addition to the payments provided above, any Tranche A
Performance Options or Tranche B Performance Options to
purchase Company Common Stock granted under the Stock Option
Plan shall immediately vest, but shall become exercisable
only in the event of an Evercore Sale or Partial Evercore
Sale, as defined in the Award Agreement, provided that the
relevant IRR targets, as established by the Award Agreement,
are satisfied. When the Manager's Tranche A Performance
Options or Tranche B Performance Options become exercisable
in accordance with the Award Agreement, (a) if the Company's
Common Stock is then publicly traded, the Manager may
exercise those options, or, at the Manager's election,
receive from the Company, in cash, an amount equal to the
difference between the aggregate exercise price for such
Options and the aggregate public trading price of the Common
Stock to be acquired upon exercise of those Options or (b)
if the Company's Common Stock is not publicly traded, the
Manager shall be entitled to be paid an amount equal to the
per share value of the Company's Common Stock, determined
based upon the consideration received by Evercore, less the
option exercise price, multiplied by the number of shares of
Common Stock for which the Manager holds such Options.
6.2. Termination for Cause. In the event of the Manager's
---------------------
termination of employment for Cause, the Company will pay the Manager, in
exchange for (i) the total number of shares of Common Stock owned by the Manager
and (ii) the total number of Regular Option Shares as defined in Section 6.1, an
amount equal to:
6.2.1. With respect to Common Stock, the lesser of the amount
determined under Section 6.1 or the Manager's cost and with
respect to Regular Options Shares granted under the Stock
Option Plan that have vested under the terms of that Plan
and the Award Agreement, the amount determined under Section
6.1 based on an EBITDA multiple of 6.1.
6.2.2. Notwithstanding the foregoing, if the Manager's termination
for "Cause" is on account of conduct specified in Section
4.1(i), (ii), (iii) or (v), all options including vested
Regular Options under the Stock Option Plan shall be
forfeited without payment hereunder.
6.3. Resignation. In the event of the Manager's resignation
-----------
without Good Reason, the Company will pay the Manager, in exchange for (i) the
total number
-8-
of shares of Common Stock owned by the Manager and (ii) the total number of
Option Shares, an amount equal to:
6.3.1. With respect to Common Stock, and with respect to Regular
Options that have vested under the terms of the Stock Option
Plan and the Award Agreement, the amount determined under
Section 6.1, subject to the election contained therein if
the Common Stock is publicly traded.
6.3.2. With respect to the Tranche A Performance Options and the
Tranche B Performance Options that have vested under the
terms of the Stock Option Plan and the Award Agreement, the
amount determined under the Manager's Award Agreement and to
be payable at the time set forth in Section 6.1.3.
6.4. Death or Disability. In the event of (i) the Manager's
-------------------
death during the Employment Term or (ii) the termination of the Manager's
employment with the Company due to Disability (in accordance with Section 4.6 of
this Agreement), the Company will pay the Manager, in exchange for (i) the total
number of shares of Common Stock owned by the Manager and (ii) the total number
of Option Shares, an amount equal to:
6.4.1. With respect to Common Stock, and with respect to the
Regular Options that have vested under the terms of the
Stock Option Plan and the Award Agreement, the amount
determined under Section 6.1.2, subject to the election
contained therein if the Common Stock is publicly traded;
6.4.2. With respect to the Tranche A Performance Options and the
Tranche B Performance Options that have vested under the
terms of the Stock Option Plan and the Award Agreement, the
amount determined under the Manager's Award Agreement and to
be payable at the time set forth in Section 6.1.3.
7. Section 280G Limitation. If any benefit or payment from the Company
-----------------------
to the Manager (whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement or otherwise) (a "Payment") shall be determined
to be an "Excess Parachute Payment," as defined in Code section 280G(b)(1), then
the aggregate present value of amounts or benefits payable to Manager pursuant
to this Agreement ("Agreement Payments") shall be reduced (but not below zero)
to the Reduced Amount. The "Reduced Amount" shall be the greater of (i) the
highest aggregate present value of Agreement Payments that can be paid without
causing any payments or benefits hereunder to be an Excess Parachute Payment or
(ii) the largest
-9-
portion, up to and including the total, of the Agreement Payments that after
taking into account all applicable state and Federal taxes (computed at the
highest applicable marginal rate) including any taxes payable pursuant to
Section 4999 of the Code, results in a greater after-tax benefit to the Manager
than the after-tax benefit to the Manager of the amount calculated under (i)
hereof (computed at the highest applicable marginal rate). For purposes of this
Section 8, present value shall be determined in accordance with section
280G(d)(4) of the Code.
8. DISPUTE RESOLUTION. During the Manager's lifetime, any good faith
dispute or controversy arising under or in connection with this Agreement shall
be settled by arbitration. Upon his death, the executors, administrators or
other legal representatives of the Manager or his estate shall have the right
and option to elect to have any good faith dispute or controversy arising under
or in connection with this Agreement settled by litigation or arbitration. To
the extent that a dispute or controversy is to be settled by arbitration, such
proceeding shall be conducted before a panel of three (3) arbitrators sitting in
a location selected by the Manager (or, after his death, the executors,
administrators or other legal representatives of the Manager or his estate)
within fifty (50) miles from the location of his principal place of employment,
in accordance with the rules of the American Arbitration Association then in
effect. Judgment may be entered on the award of the arbitrators in any court
having competent jurisdiction. All expenses of such litigation or arbitration,
including the reasonable fees and expenses of the legal representative for the
Manager (or, after his death, the executors, administrators or other legal
representatives of the Manager or his estate), and necessary costs and
disbursements incurred as a result of such dispute or legal proceeding, and any
prejudgment interest, shall be borne by the Company, unless the Company prevails
in such litigation or arbitration, in which case the Manager (or, after his
death, the executors, administrators or other legal representatives of the
Manager or his estate) shall be responsible for the fees and expenses of his
own legal representation.
9. Headings. The section headings of this Agreement are for convenience
--------
of reference only and are not to be considered in the interpretation of the
terms and conditions of this Agreement.
10. Notices. All notices and other communications required or permitted
-------
to be given under this Agreement shall be in writing and shall be deemed to have
been duly given (a) when delivered personally, (b) if sent by telecopy, when
receipt thereof is acknowledged at the telecopy number below, (c) the day
following the day on which the same has been delivered prepaid for overnight
delivery to a national air courier service or (d) three business days following
deposit in the United States Mail, registered or certified, postage prepaid, in
each case, addressed as follows:
-10-
If to the Company: Specialty Products and Insulation, Co.
0000 Xxxxxxxxxx Xxxxxx
Xxxx Xxxxxxxxxx, XX
Attn: Xxxxxx X. Xxxx, President
Telecopy:________________
If to the Manager:
Attn:
Telecopy:
Any party may change the persons and address to which notices or other
communications are to be sent by given written notice of such change to the
other party in the manner provided herein for giving notice.
11. Waiver of Breach. No waiver by either party of any condition or of
----------------
the breach by the other of any term or covenant contained in this Agreement,
whether by conduct or otherwise, in any one or more instances shall be deemed or
construed as a further or continuing waiver of any such condition or breach or a
waiver of any other condition, or of the breach of any other term or covenant
set forth in this Agreement. The failure of either party to exercise any right
hereunder shall not bar the later exercise thereof.
12. Binding Nature: Assignment. This Agreement shall inure to the benefit
--------------------------
of and be binding on the parties and their respective successors in interest,
and shall not be assignable by either party without the written consent of the
other; provided that nothing in this Section shall preclude the Manager from
designating a beneficiary to receive any benefit payable hereunder upon his
death, or the executors, administrators or other legal representatives of the
Manager or his estate from assigning any rights hereunder to which they become
entitled to the person or persons entitled thereto.
13. Governing Law. This Agreement is entered into and shall be construed
-------------
in accordance with the laws of the Commonwealth of Pennsylvania, without giving
effect to conflict of laws principles thereof requiring application of the
substantive laws of another jurisdiction.
14. Invalidity or Unenforceability. If any term or provision of this
------------------------------
Agreement is held to be invalid or unenforceable for any reason, such invalidity
or unenforceability shall not affect any other term or provision hereof and this
Agreement shall continue in full force and effect as if such invalid or
unenforceable term or provision (to the extent of the invalidity or
unenforceability) had not been contained herein.
-11-
15. Entire Agreement. This Agreement constitutes the full and complete
----------------
understanding and agreement of the Manager and the Company respecting
the subject matter hereof, and supersedes all prior understandings and
agreements concerning the subject matter hereof, oral or written, express or
implied. This Agreement may not be modified or amended orally, but only by an
agreement in writing, signed by the party against whom enforcement of any
modification or amendment is sought.
16. 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 be deemed one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
_______________
_____________________________
SPECIALTY PRODUCTS & INSULATION, CO.
By:_____________________________
-12-
