EMPLOYMENT AGREEMENT
EXHIBIT
10.1
This
EMPLOYMENT AGREEMENT (this
“Agreement”) is made as of the 1st day of January 2004 by and between InterMetro
Communications, Inc., a California corporation (the “Company”), and Xxxxxxx
Xxxx, an individual (“Employee”), and is made with respect to the following
facts:
R
E C I T A L
S
A.
The Company and the Employee wish
to ensure that the Company will receive the benefit of Employee’s loyalty and
service.
B.
In order to help ensure that the
Company receives the benefit of Employee’s loyalty and service, the parties
desire to enter into this formal Employment Agreement to provide Employee with
appropriate compensation arrangements and to assure Employee of employment
stability.
C.
The parties have entered into
this Agreement for the purpose of setting forth the terms of employment of
the
Employee by the Company.
NOW,
THEREFORE, in
consideration of the premises and mutual covenants herein contained, THE
PARTIES HERETO AGREE AS FOLLOWS:
1.
Employment
of Employee
and Duties. The Company hereby hires Employee and Employee hereby
accepts employment upon the terms and conditions described in this Agreement.
The Employee will be the Chairman, Chief Executive Officer, and President of
the
Company with all of the duties, privileges and authorities usually attendant
upon such office, including but not limited to responsibility for the day-to-day
management and oversight of the Company and its subsidiaries. Subject to
(a) the general supervision of the Board of Directors of the Company, and
(b) the Employee’s duty to report to the Board of Directors periodically
and to follow its directives and policies, Employee will have all of the
authority to perform his employment duties for the Company.
2.
The
Company’s
Authority. Employee agrees to comply with the Company’s rules and
regulations as adopted by the Company’s Chief Executive Officer and Board of
Directors regarding performance of his duties, and to carry out and perform
those orders, directions and policies established by the Company with respect
to
his engagement. Employee will promptly notify the Company’s Board of Directors
of any objection he has to the Board’s directives and the reasons for such
objection.
3.
Proprietary
Information, Confidentiality, Loyalty, and Nonsolicitation.
Employee agrees to execute the Employee Proprietary Information,
Confidentiality, Loyalty, and Nonsolicitation Agreement attached to this
Agreement as Exhibit A.
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4.
Term
of
Agreement. This Agreement will commence to be effective on
January 1, 2004 (the “Commencement Date”), and will continue until for a
period of five years, unless sooner terminated as provided in Section 13
hereof. Thereafter, this Agreement will automatically be renewed for consecutive
one (1) year periods unless either party provides the other party with
written notification, at least sixty (60) days prior to the expiration of
the then current term of this Agreement, of its intention not to renew this
Agreement.
5.
Compensation. During the term of this Agreement, the
Company will pay the following compensation to Employee:
5.1
Annual
Compensation. Employee will be paid a fixed salary of $220,000 per
year, payable in two installments per month of approximately $9,167 each on
the
5th and 20th day of each month, commencing for the first period after the
Commencement Date of this Agreement. Employee will receive an annual 11%
increase in said fixed salary effective each January 1st
during the term of this Agreement.
5.2
Additional
Compensation. In addition to the compensation set forth in Sections
5.1 and 5.3 of this Agreement, Employee may be paid a bonus or bonuses during
each year at a target annual amount equal to one hundred percent (100%) of
the Employee’s then in effect annual salary, as determined at the sole
discretion of the Company’s Board of Directors based on the Board’s evaluation
of the Employee’s definable efforts, accomplishments and similar contributions.
5.3
Stock
Incentives. On January 2, 2004 the Company will grant to the
Employee 250,000 stock options to purchase 250,000 shares of the Company’s
Common Stock pursuant to the Company’s 2004 Stock Option Plan for Directors,
Officers, Employees, and Key Consultants of InterMetro Communications, Inc.
(“Stock Option Plan”) having an exercise price of $0.05 per share and an
exercise period of ten years after the date of grant, with a vesting schedule
as
follows: 20% upon grant and 1/16 of the balance each quarter thereafter until
the remaining stock options have vested. The stock options granted to Employee
pursuant to this Agreement will be governed by the terms and conditions of
the
Stock Option Plan and the stock option agreement executed by the Company which
applies to the options. Upon recommendation of the Compensation Committee of
the
Company’s Board of Directors and approval of the Company’s full Board of
Directors, the Employee may be granted additional stock options to purchase
additional stock of the Company after the first year of the term of this
Agreement.
6.
Equipment. Employee will receive one laptop computer,
one cellular phone, and one wireless handheld devise for his exclusive use
during his employment with the Company. Within thirty (30) days after his
termination as a director, officer, employee, and consultant of the Company,
as
the case may be, Employee agrees to either (i) return such computer,
cellular phone, and wireless handheld devise to the Company or
(ii) purchase such computer, cellular phone, and wireless handheld devise
from the Company for an amount equal to the then fair market value of such
computer, cellular phone, and wireless handheld devise.
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7.
Fringe
Benefits. Employee will be entitled to all fringe benefits which
the Company or its subsidiaries may make available from time-to-time for persons
with comparable positions and responsibilities, as approved by duly adopted
resolutions of the Company’s Board of Directors. Without limitation, such
benefits will include participation in any life and disability insurance
programs, profit incentive plans, pension or retirement plans, and bonus plans
as are maintained or adopted from time-to-time by the Company. The Company
will
also provide Employee with medical group insurance coverage or equivalent
coverage for Employee and his dependents. The medical insurance coverage will
begin on the Commencement Date and will continue throughout the term of this
Agreement.
8.
Office
and
Staff. In order to enable Employee to discharge his obligations and
duties pursuant to this Agreement, the Company agrees that it will provide
suitable office space for Employee in the Simi Valley Metropolitan Area,
together with all necessary and appropriate supporting staff and secretarial
assistance, equipment, stationery, books and supplies. The Company agrees to
provide at its expense parking for one vehicle by the Employee at the Company’s
executive offices.
9.
Reimbursement
of
Expenses. The Company will reimburse Employee for all reasonable
travel, mobile telephone, promotional and entertainment expenses incurred in
connection with the performance of Employee’s duties hereunder. Employee’s
reimbursable expenses will be paid promptly by the Company upon presentment
by
Employee of an itemized list of invoices describing such expenses. All
compensation provided in Sections 5, 7, and 9 of this Agreement will be subject
to customary withholding tax and other employment taxes, to the extent required
by law.
10.
Vacation. Employee will be entitled to four weeks of
paid vacation per year or pro rata portion of each year of service by Employee
under this Agreement. The Employee will be entitled to the holidays provided
in
the Company’s established corporate policy for employees with comparable duties
and responsibilities.
11.
Automobile
and
Electronic Communication Devices. Notwithstanding anything else
herein to the contrary, the Company will pay to the Employee a fixed amount
equal to (a) $500 per month on the last day of each month during the term
of this Agreement as reimbursement to the Employee on a nonaccountable basis
of
all expenses incurred by the Employee for the use of his automobile, including
but not limited to depreciation, repairs and insurance, and (b) $300 per
month on the last day of each month during the term of this Agreement as
reimbursement to the Employee on a nonaccountable basis for all expenses
incurred by the Employee for the use of his electronic communication devices.
12.
Arbitration. Any dispute under this Agreement will be
resolved by binding arbitration conducted in accordance with the rules and
procedures of the American Arbitration Association as they are then in effect
in
the County of Los Angeles, State of California. In order to select an
arbitrator, each party to the dispute will select an arbitrator of its choice,
and those selected arbitrators will then select by mutual agreement a single
arbitrator for the proceeding. The decision of the arbitrator shall be final
and
binding on the parties to this Agreement, and judgment thereon may be entered
in
the Superior Court for the County of Los Angeles or any other court having
jurisdiction.
Each party to this Agreement will advance one-half of the arbitrator’s fees;
however, all costs of the arbitration proceeding to enforce this Agreement,
including attorneys’ fees and witness expenses, shall be paid by the party
against whom the arbitrator rules. It is expressly agreed that the parties
to
any such arbitration may take discovery as contemplated and provided for by
California Code of Civil Procedure §1283.05. Notwithstanding anything herein to
the contrary, the parties hereto will not be required to submit a claim to
arbitration if the claim is for temporary or preliminary equitable or injunctive
relief that could not practicably be heard in a timely fashion through the
arbitration process.
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13.
Termination. This Agreement may be terminated in the
following manner and not otherwise:
13.1
Mutual
Agreement. This Agreement may be terminated by the mutual written
agreement of the Company and Employee to terminate.
13.2
Termination
by
Employee for Breach. Employee may at his option and in his sole
discretion terminate this Agreement for the material breach by the Company
of
any term or provision of this Agreement. In the event of such termination,
Employee will give the Company thirty (30) day’s prior written notice.
13.3
Termination
by the
Company for Breach. The Company may at its option also terminate
this Agreement in the event that the Employee acts in gross negligence in the
performance of his duties under this Agreement which results in a breach of
his
fiduciary duty to the Company, to the Board of Directors or to the Company’s
shareholders; provided, however, that the Company will give the Employee written
notice of specific instances for the basis of any termination of this Agreement
by the Company pursuant to Section 13.3 of this Agreement. Employee will
have a period of thirty (30) days after said notice in which to cease the
alleged violations before the Company may terminate this Agreement. If Employee
ceases to commit the alleged violations within said thirty (30) day period,
the Company may not terminate this Agreement pursuant to this Section. If
Employee continues to commit the alleged violations after said thirty
(30) day period, the Company may terminate this Agreement immediately upon
written notification to Employee. Notwithstanding anything else herein to the
contrary, if the Employee is removed pursuant to Section 13.3 of this
Agreement, the Employee will receive all of the benefits provided in
Section 14(iii) of this Agreement, regardless of the terms and conditions
of the Company’s Stock Option Plan or any existing stock option agreements or
any amendments thereto governing the options described in Sections 5.3 or
14(iii) of this Agreement.
13.4
Termination
Upon
Death. This Agreement will terminate upon the death of the Employee
and Employee’s estate shall be entitled to the payment positions set forth in
Section 14 of this Agreement.
13.5
Termination
Upon the
Disability of the Employee. This Agreement will terminate upon the
disability of the Employee. As used in the previous sentence, the term
“disability” means the complete disability to discharge Employee’s duties and
responsibilities for a continuous period of not less than six months during
any
calendar year. Any physical or mental disability which does not prevent Employee
from discharging his duties and responsibilities
in accordance with
usual standards of conduct as determined by the Company in its reasonable
opinion will not constitute a disability under this Agreement. In the event
of a
termination of the Employee’s employment by reason of the Employee’s disability,
Employee shall be entitled to the payment positions set forth in Section 14
of this Agreement.
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13.6
Termination
from or
Changes in Position or Duties. Removal of the Employee from his
position as the Chief Executive Officer and President of the Company will be
deemed to be a termination subject to the severance payment positions set forth
in Section 14 of this Agreement. The Company will not be entitled to place
the Employee in any other employment position without the Employee’s consent.
The Employee’s failure to consent will not be a breach of any provision of this
Agreement. Additionally, in the event Employee’s duties as set forth in
Section 1 of this Agreement are materially changed or Employee is compelled
to take an involuntary leave of absence or vacation, a termination under
Section 13.2 herein will be deemed to have occurred and Employee will be
entitled to the severance payment positions set forth in Section 14 of this
Agreement.
13.7
Non
Renewal of Term
Due to Change in Control. Delivery by the Company of a notice of
non-renewal of the term of this Agreement following a change in control of
the
Company will be deemed to be a termination subject to the severance payment
positions set forth in Section 14 of this Agreement.
13.8
Other
Termination by
Employee. If this Agreement is terminated by Employee in writing
for a reason other than the Company’s breach of this Agreement (i.e. not for
cause) then (a) Employer will not be entitled to assert any claim against
the Employee for consequential or indirect damages or for lost profits as a
result of the termination; and (b) Employee will not be entitled to any
rights set forth in Section 14 of this Agreement except that Employee will
be entitled to the right to exercise vested options for a period of ninety
(90) days after the date of the written notification of termination by the
Employee.
14.
Improper
Termination. If this Agreement is terminated by Employee for any
reason pursuant to Section 13.2 of this Agreement or by the Company in any
manner except specifically in accordance with Section 13.1 or 13.3 of this
Agreement, then (i) the Company will immediately pay to the Employee a lump
sum payment equal to the greater of (a) the sum of the Employee’s entire
annual compensation and accrued but unpaid bonus (if any, with respect to bonus)
payable through the end of the term of this Agreement pursuant to Sections
5.1
and 5.2 herein, respectively or (b) the Employee’s annual base compensation
as set forth in Section 5.1 herein , (ii) Employee will be entitled to
all of the benefits under Section 7 of this Agreement, as amended, through
the end of the term of this Agreement, and (iii) all unvested stock options
owned by Employee will immediately vest, Employee will be entitled to exercise
all vested stock options which he owns for the entire remaining exercise period
of the stock options as set forth in Section 5.3 of this Agreement, no such
stock options will terminate prior to said expiration dates, and no “severance”
will be deemed to have occurred under the Company’s Stock Option Plan or under
existing Stock Option Agreements covering said stock options. It is specifically
agreed that in such event Employee will have no duty to mitigate his damages
by
seeking comparable, inferior or different employment.
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15.
Indemnification
of
Employee. Pursuant to the provisions and subject to the limitations
of the California Corporations Code, and in particular Sections 204 and 317
therein, the Company will indemnify and hold Employee harmless as provided
in
Sections 15.1, 15.2 and 15.3 of this Agreement. The Company will, upon the
request of Employee, assume the defense and directly bear all of the expense
of
any action or proceedings which may arise for which Employee is entitled to
indemnification pursuant to this Section. The Company’s obligations to indemnify
and hold Employee harmless as provided in Sections 15.1, 15.2 and 15.3 of this
Agreement shall survive the termination of this Agreement and continue for
a
period of five years thereafter.
15.1
Indemnification
of
Employee for Actions by Third Parties. The Company hereby agrees to
indemnify and hold Employee harmless from any liability, claims, fines, damages,
losses, expenses, judgments or settlements actually incurred by him, including
but not limited to reasonable attorneys’ fees and costs actually incurred by him
as they are incurred, as a result of Employee being made at any time a party
to,
or being threatened to be made a party to, any proceeding (other than an action
by or in the right of the Company, which is addressed in Section 15.2 of
this Agreement), relating to actions Employee takes within the scope of his
employment as the Chief Executive Officer and President of the Company or in
any
other employment capacity, or in his role as a director of the Company, provided
that Employee acted in good faith and in a manner he reasonably believed to
be
in the best interest of the Company and, in the case of a criminal proceeding,
had no reasonable cause to believe his conduct was unlawful.
15.2
Indemnification
of
Employee for Actions in the Right of the Company. The Company
hereby agrees to indemnify and hold Employee harmless from any liability,
claims, damages, losses, expenses, judgments or settlements actually incurred
by
him, including but not limited to reasonable attorneys’ fees and costs actually
incurred by him as they are incurred, as a result of Employee being made a
party
to, or being threatened to be made a party to, any proceeding by or in the
right
of the Company to procure a judgment in its favor by reason of any action taken
by Employee as an officer, director or agent of the Company, provided that
Employee acted in good faith in a manner he reasonably believed to be in the
best interests of the Company and its shareholders, and provided further, that
no indemnification by the Company will be required pursuant to this
Section 15.2 (i) for acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) for acts or
omissions that Employee believed to be contrary to the best interests of the
Company or its shareholders or that involve the absence of good faith on the
part of Employee, (iii) for any transaction from which Employee derived an
improper personal benefit, (iv) for acts or omissions that show a reckless
disregard by Employee of his duties to the Company or its shareholders in
circumstances in which Employee was aware, or should have been aware, in the
ordinary course of performing his duties, of a risk of serious injury to the
Company or its shareholders, (v) for acts or omissions that constitute an
unexcused pattern of inattention that amounts to an abdication of Employee’s
duties to the Company or its shareholders, or (vi) for any other act by
Employee for which Employee is not permitted to be indemnified under the
California Corporations Code. Furthermore, the Company has no obligation to
indemnify Employee pursuant to this Section 15.2 in any of the following
circumstances:
A.
In
respect of
any claim, issue, or matter as to which Employee is adjudged to be liable to
the
Company in the performance of his duties to the Company and its shareholders,
unless and only to the extent that the court in which such action was brought
determines upon application that, in view of all the circumstances of the case,
he is fairly and reasonably entitled to indemnity for the expenses and then
only
in the amount that the court will determine.
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B.
In
the event of
the application of Section 15.2(A), then for amounts paid in settling or
otherwise disposing of a threatened or pending action without court approval.
C.
In
the event of
the application of Section 15.2(A), then for expenses incurred in defending
a threatened or pending action which is settled or otherwise disposed of without
court approval.
15.3
Reimbursement. In the event that it is determined by a
trier of fact that Employee is not entitled to indemnification by the Company
pursuant to Sections 15.1 or 15.2 of this Agreement, then Employee is obligated
to reimburse the Company for all amounts paid by the Company on behalf of
Employee pursuant to the indemnification provisions of this Agreement. In the
event that Employee is successful on the merits in the defense of any proceeding
referred to in Sections 15.1 or 15.2 of this Agreement, or any related claim,
issue or matter, then the Company will indemnify and hold Employee harmless
from
all fees, costs and expenses actually incurred by him in connection with the
defense of any such proceeding, claim, issue or matter.
16.
Assignability
of
Benefits. Except to the extent that this provision may be contrary
to law, no assignment, pledge, collateralization or attachment of any of the
benefits under this Agreement will be valid or recognized by the Company. Except
as provided by law, payment provided for by this Agreement will not be subject
to seizure for payment of any debts or judgments against the Employee, nor
will
the Employee have any right to transfer, modify, anticipate or encumber any
rights or benefits hereunder; provided that any stock issued by the Company
to
the Employee pursuant to this Agreement will not be subject to Section 16
of this Agreement.
17.
Directors’
and
Officers’ Liability Insurance. The Company will utilize its best
efforts in good faith to purchase directors’ and officers’ liability insurance
for the officers and directors of the Company, which would include the same
coverage for Employee. The Company covenants to maintain in effect a directors’
and officers’ liability insurance policy on the same terms and conditions as
applicable to all other officers and directors of the Company during the term
of
this Agreement and for a period of five years after the termination of this
Agreement.
18.
Notice.
Except as otherwise specifically provided, any notices to be given hereunder
will be deemed given upon personal delivery, air courier or mailing thereof,
if
mailed by certified mail, return receipt requested, to the following addresses
(or to such other address or addresses as will be specified in any notice
given):
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In
case of the
Company:
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InterMetro
Communications,
Inc.
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Attention:
Chairman of the
Board of Directors
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In
case of the
Employee:
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Xxxxxxx
Xxxx
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The
address listed below
Xx. Xxxx’x
signature
to this
Agreement.
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19.
Attorneys’
Fees. In the event that any of the parties must resort to legal
action in order to enforce the provisions of this Agreement or to defend such
suit, the prevailing party will be entitled to receive reimbursement from the
nonprevailing party for all reasonable attorneys’ fees and all other costs
incurred in commencing or defending such suit.
20.
Entire
Agreement. This Agreement embodies the entire understanding among
the parties and merges all prior discussions or communications among them,
and
no party will be bound by any definitions, conditions, warranties, or
representations other than as expressly stated in this Agreement or as
subsequently set forth in a writing signed by the duly authorized
representatives of all of the parties hereto.
21.
No
Oral Change;
Amendment. This Agreement may only be changed or modified and any
provision hereof may only be waived by a writing signed by the party against
whom enforcement of any waiver, change or modification is sought. This Agreement
may be amended only in writing by mutual consent of the parties.
22.
Severability. In the event that any provision of this
Agreement will be void or unenforceable for any reason whatsoever, then such
provision will be stricken and of no force and effect. The remaining provisions
of this Agreement will, however, continue in full force and effect, and to
the
extent required, will be modified to preserve their validity.
23.
Applicable
Law. This Agreement will be construed as a whole and in accordance
with its fair meaning. This Agreement will be interpreted in accordance with
the
laws of the State of California, and venue for any action or proceedings brought
with respect to this Agreement will be in the County of Los Angeles in the
State
of California.
24.
Successors
and
Assigns. Each covenant and condition of this Agreement will inure
to the benefit of and be binding upon the parties hereto, their respective
heirs, personal representatives, assigns and successors in interest. Without
limiting the generality of the foregoing sentence, this Agreement will be
binding upon any successor to the Company whether by merger, reorganization
or
otherwise.
-8-
25.
Legal
Expense
Reimbursement. The Company agrees to reimburse the Employee, on
demand, for all reasonable attorneys’ fees incurred by Employee in connection
with or relating to the preparation and negotiation of this Agreement.
26.
Counterparts. This Agreement may be executed in two
counterparts, each of which may be deemed an original, but both of which
together shall constitute one and the same agreement.
IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement on the date first above written.
| COMPANY: | INTERMETRO COMMUNICATIONS, INC. | |||
| a California corporation | ||||
| By: |
/s/
XXXXXXX
XXXXX
|
|||
| Xxxxxxx Xxxxx, Chief Financial Officer and Director | ||||
|
Attest:
|
|
/s/
JONDEONG
|
|
Xxx
xxXxx, Chief Technical
Officer and Director
|
| EMPLOYEE: |
/s/
XXXXXXX
XXXX
|
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| Xxxxxxx Xxxx | ||
|
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| Street Address | ||
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| City, State and Zip Code |
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EXHIBIT
A
EMPLOYEE
PROPRIETARY
INFORMATION,
CONFIDENTIALITY,
LOYALTY,
AND NONSOLICITATION
AGREEMENT
-10-
AMENDMENT
TO
This
Amendment to Employment
Agreement (the “Amendment”) is made as of this 23rd day of June 2006 by and
between InterMetro Communications, Inc., a California corporation (“IMC”), and
Xxxxxxx Xxxx (“Employee”) with respect to the following facts:
R
E C I T A L
S
A.
IMC and Employee have entered
into that certain Employment Agreement, dated as of January 1, 2004 (the
“Agreement”).
B.
On or about May 11, 2006, IMC
filed a Registration Statement on Form S-1 (the “Registration Statement”) with
the Securities and Exchange Commission (the “Commission”) in connection with the
initial public offering (the “Offering”) under the Securities Act of 1933, as
amended (the “Securities Act”), of the common stock of InterMetro
Communications, Inc., a Delaware corporation (the “Successor Corporation”).
C.
In recognition of the benefit
that the Offering will confer upon Employee, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Employee agrees, for the benefit of IMC and the Successor Corporation, to amend
and restate the last sentence of Section 13.3 of the Agreement as set forth
in
this Amendment in order to eliminate the accelerated vesting of unvested stock
options upon the removal of Employee pursuant to Section 13.3 of the Agreement.
D.
The terms used in this Amendment
will have the meanings ascribed to them in the Agreement unless otherwise
defined herein.
NOW,
THEREFORE, for
one dollar and other good and valuable consideration, THE PARTIES HERETO
AGREE AS FOLLOWS:
1.
Amendment.
Section
4 of the Agreement is hereby
amended and restated as follows: “This Agreement will commence to be effective
on January 1, 2004 (the “Commencement Date”), and will continue until December
31, 2010, unless sooner terminated as provided in Section 13 hereof. Thereafter,
this Agreement will automatically be renewed for consecutive one (1) year
periods unless either party provides the other party with written notification,
at least sixty (60) days prior to the expiration of the then current term of
this Agreement, of its intention not to renew this Agreement.”
The
last sentence of Section 13.3 of
the Agreement is hereby amended and restated as follows: “Notwithstanding
anything else herein to the contrary, if the Employee is removed pursuant to
Section 13.3 of this Agreement, Employee will receive all of the benefits
provided in
Section
14(iii) of this Agreement
with respect to all vested stock options owned by Employee as of the date of
the
termination, regardless of the terms and conditions of the Company’s Stock
Option Plan or any existing stock option agreements or any amendments thereto
overning such options, and all unvested stock options owned by Employee will
immediately expire.”
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2.
Effect
of
Amendment.
The
Agreement will remain in full
force and effect except as specifically modified by this Amendment. In the
event
of any conflict between the Amendment and the Agreement, the terms of this
Amendment will govern.
3.
Counterparts.
This
Amendment may be executed
simultaneously in any number of counterparts, each of which counterparts will
be
deemed to be an original and such counterparts will constitute but one and
the
same instrument.
4.
Effectiveness.
This
Amendment will become effective
as of the effective date of the Offering.
IN
WITNESS WHEREOF,
this Amendment is executed as of the date first above written.
| IMC: | INTERMETRO COMMUNICATIONS, INC. | |||
| By: | /s/ | |||
| Xxxxxxx Xxxx, President | ||||
Attest:
| /s/ |
| Xxxxxxx Xxxxx, Director |
EMPLOYEE:
| /s/ |
| Xxxxxxx Xxxx |
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