SETTLEMENT AGREEMENT
Exhibit
10.01
This
Settlement Agreement (the “Agreement”), which is effective as of the date it is
fully executed (the “Effective Date”), is made and entered into by and between,
on the one hand, General Nutrition Corporation, a Pennsylvania corporation
with
its principal place of business in Pittsburgh, Pennsylvania (hereinafter
referred to as “GNC” as further defined herein), and, on the other hand,
Nutrition 21, LLC, a New York limited liability company having its principal
place of business in Purchase, New York (hereinafter referred to individually
as
“Nutrition 21, LLC”), and Nutrition 21, Inc., a New York corporation having its
principal place of business in Purchase, New York (hereinafter referred to
individually as “Nutrition 21, Inc.”). GNC, Nutrition 21, LLC and Nutrition 21,
Inc. are referred to hereinafter collectively as the “Parties.”
Background
of Agreement
Nutrition
21, LLC and General Nutrition Corporation are parties to a civil action
captioned Nutrition 21, LLC v. General Nutrition Corporation, Civil Action
No.
6:05-cv-228, which is pending in the United States District Court for the
Eastern District of Texas, Tyler Division (the “Litigation”).
The
Parties wish to compromise and settle the Litigation and other possible claims
on the terms and conditions stated herein.
The
Parties enter into the Agreement in consideration of the mutual covenants and
promises set forth herein.
Definitions
In
addition to the terms defined elsewhere herein, each of the following terms
shall have the meaning set forth below:
“Accused
Products” means the products listed on Attachment B hereto and GNC’s Diabetic
Support product, a copy of the label for which is attached as Attachment C
(hereinafter referred to as “Diabetic Support”).
“Affiliate”
means, with respect to each party, any corporation or other legal entity that
directly or indirectly controls, is controlled by, or is under common control
with, the party, but only for so long as the control continues. For purposes
of
this definition, “control” means the power, whether or not normally exercised,
to direct the management and affairs of another corporation or other legal
entity, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise. In the case of a corporation, the direct
or indirect ownership of fifty percent (50%) or more of its outstanding voting
shares shall in any case be deemed to confer control, provided that the direct
or indirect ownership of a lower percentage of such securities shall not
necessarily preclude the existence of control.
“Chromium
Picolinate” means chromium picolinate, chromium tripicolinate and chromic
picolinate.
“Franchisees”
means the GNC franchised retail stores of GNC.
“GNC”
means General Nutrition Corporation and its Affiliates.
“Licensed
Entities” means any corporation, company, partnership or other form of business
entity that is licensed by GNC to use the GNC trademark in connection with
the
sale of nutritional supplements in a designated outlet or area of a store or
website, such as, for example, Rite Aid and xxxxxxxxx.xxx.
“Multi-ingredient
Chromium Picolinate Products” means a product containing chromium as Chromium
Picolinate and at least one other active ingredient.
“Nutrition
21” means Nutrition 21, LLC and Nutrition 21, Inc., both individually and
collectively.
“Nutrition
21’s Other Patents” means, individually and collectively, (a) all United States
patents other than the Patents-in-Suit that are now assigned to or otherwise
owned, in whole or in part, by (or subject to a duty of assignment or transfer
of ownership in whole or in part to) Nutrition 21, including, but not limited
to, those patents listed on Attachment A hereto, and all continuations,
continuations-in-part, divisions, reissues and reexamination certificates
thereof, and (b) all United States patents hereafter issued or assigned to
or
otherwise owned, in whole or in part, by Nutrition 21 based on (i) currently
pending applications, including, but not limited to, those listed on Attachment
A or (ii) future applications claiming priority to any of the patents described
in subparagraph (a) hereof, and all continuations, continuations-in-part,
divisions, reissues and reexamination certificates thereof.
“Patents-in-Suit”
means, individually and collectively, (a) Xxxxxx Xxxxxx Xxxxxx Xx. 0,000,000,
Xxxxxx Xxxxxx Patent No. 5,087,624 and United States Patent No. 5,175,156,
and
all continuations, continuations-in-part, divisions, reissues and reexamination
certificates thereof, and (b) all United States patents hereafter issued or
assigned to or otherwise owned, in whole or in part, by Nutrition 21 based
on
currently pending applications or future applications claiming priority to
any
of such patents, and all continuations, continuations-in-part, divisions,
reissues and reexamination certificates thereof.
"Standalone"
means a product in which chromium as Chromium Picolinate is the only active
ingredient.
Payment
by GNC
Within
three (3) business days of the delivery to Gardere Xxxxx Xxxxxx, LLP of a fully
executed copy of the Agreement, GNC will pay Nutrition 21, LLC the sum of Two
Million Six Hundred Thousand Dollars ($2,600,000.00) by wire transfer.
Purchase
of Chromax by GNC
In
each
of calendar years 2007 and 2008, GNC will purchase from Nutrition 21 a minimum
of Thirty Thousand (30,000) bottles of Nutrition 21 brand Chromax® Standalone
Chromium Picolinate products at a price of $9.75 per bottle. Unless otherwise
agreed by the Parties, the bottles of these products will contain capsules
having any or all of the following amounts of chromium as Chromium Picolinate
and capsule counts: 200 mcg/90 ct; 400 mcg/75 ct; and, 000 xxx/00 xx. At a
minimum, GNC will place orders by January 31, 2007 for delivery of 15,000
bottles. GNC will pay for at least one-half of its 2007 commitment by March
31,
2007 and pay the balance by September 30, 2007. GNC will pay for at least
one-half of its 2008 commitment by March 31, 2008 and pay the balance by
September 30, 2008.
The
Parties will promptly discuss and agree on GNC’s promotional activities to be
undertaken in connection with the sale or offer to sell of the Chromax®
Standalone-alone Chromium Picolinate products referred to in paragraph 4.1
Patent
Licenses, Covenant Not to Xxx and Assignment
| A. |
Licenses for Products Not Made with Nutrition 21 Chromium
Picolinate
|
Nutrition
21 grants to:
GNC,
Franchisees and Licensed Entities, and their respective retail customers, with
respect to all GNC branded Standalone and GNC branded Multi-ingredient Chromium
Picolinate Products in the possession of GNC, Franchisees, Licensed Entities
and
their respective customers as of the Effective Date, a perpetual, paid up,
non-exclusive license, without the right to grant sublicenses, under the
Patents-in-Suit, and U. S. Patents No. 5,789,401 and No. 5,929,066 with respect
to Diabetic Support, to use the methods and processes covered, in whole or
in
part, by any claim of the Patents-in-Suit with respect to all GNC branded
Standalone and GNC branded Multi-ingredient Chromium Picolinate Products and
U.
S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic Support;
and,
GNC,
Franchisees and Licensed Entities a perpetual, paid up, non-exclusive license,
without the right to grant sublicenses, with respect to all GNC branded
Standalone and GNC branded Multi-ingredient Chromium Picolinate Products in
the
possession of GNC, Franchisees and Licensed Entities as of the Effective Date,
under the Patents-in-Suit, and U. S. Patents No. 5,789,401 and No. 5,929,066
with respect to Diabetic Support, to sell, offer for sale, advertise and promote
in any manner, including, but not limited to, books, brochures, advertisements,
websites, HealthNotes, signs, labels and shelf-toppers, and for any uses or
benefits claimed in the Patents-in-Suit with respect to all GNC branded
Standalone and GNC branded Multi-ingredient Chromium Picolinate Products and
U.
S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic
Support.
5.2 Anything
contained in paragraph 5.3 hereof notwithstanding, GNC shall have the right
to
manufacture and sell through its existing inventory as of the Effective Date
of
Chromium Picolinate and other raw materials, packaging, labeling and other
components associated with GNC’s branded Chromium Picolinate containing
products. The licenses provided for in subparagraph 5.1 hereof shall apply
with
respect to all products made pursuant to the foregoing sentence of this
subparagraph.
B.
5.3 Patent
Licenses for Products Made with Nutrition 21 Chromium Picolinate
GNC
agrees to purchase from Nutrition 21, and Nutrition 21 agrees to sell to GNC,
at
a price of [**confidential material is omitted and is filed separately with
the
Securities and Exchange Commission**] per kilogram, all of GNC’s requirements
for GNC branded Chromium Picolinate products (including without limitation
Standalone and Multi-ingredient Chromium Picolinate Products) to be sold or
offered for sale in the United States through December 29, 2009.
With
respect to Chromium Picolinate purchased by GNC from Nutrition 21 pursuant
to
Section 5.3, Nutrition 21 grants to:
GNC
a
perpetual, paid up, non-exclusive license, without the right to grant
sublicenses, under the Patents-in-Suit to make and have made GNC branded
Standalone or GNC branded Multi-ingredient Chromium Picolinate Products and
under U. S. Patents No. 5,789,401 and No. 5,929,066 to make and have made
Diabetic Support;
GNC,
Franchisees, Licensed Entities and their respective customers a perpetual,
paid
up, non-exclusive license, without the right to grant sublicenses, to use the
methods and processes covered, in whole or in part, by any claim of the
Patents-in-Suit with respect to GNC branded Standalone or GNC branded
Multi-ingredient Chromium Picolinate Products or by any claim of U. S. Patents
No. 5,789,401 and No. 5,929,066 with respect to Diabetic Support;
and,
GNC,
Franchisees and Licensed Entities a perpetual, paid up, non-exclusive license,
without the right to grant sublicenses, under the Patents-in-Suit with respect
to GNC branded Standalone or GNC branded Multi-ingredient Chromium Picolinate
Products, and under U. S. Patents No. 5,789,401 and No. 5,929,066 with respect
to Diabetic Support, to sell, offer for sale, advertise and promote such
products in any manner, including, but not limited to, books, brochures,
advertisements, websites, HealthNotes, signs, labels and shelf-toppers, and
for
any uses or benefits claimed in the Patents-in-Suit with respect to GNC branded
Standalone or GNC branded Multi-ingredient Chromium Picolinate Products and
under U.S. Patents No. 5,789,401 and No. 5,929,066 with respect to Diabetic
Support.
For
the
avoidance of doubt, the licenses granted under this section 5.4 exclude any
licenses for third-party Standalone Chromium Picolinate products and third
party
Multi-ingredient Chromium Picolinate Products.
As
soon
as commercially reasonable, GNC agrees to xxxx all of its Standalone Chromium
Picolinate products that contain Chromium Picolinate supplied by Nutrition
21
with the numbers of the Patents-in-Suit and its Diabetic Support product with
the Patents-in-Suit and U.S. Patents No. 5,789,401 and No. 5,929,066. Within
thirty (30) days of the Effective Date, GNC agrees to indicate on its website
where appropriate that GNC’s products containing Chromium Picolinate are
licensed under the Patents-in-Suit and that Diabetic Support is licensed under
U.S. Patents No. 5,789,401 and No. 5,929,066 and the
Patents-in-Suit.
| C. |
Covenant
Not to Xxx
|
5.6
Nutrition
21 covenants to refrain from asserting any claim, demand, suit, action,
litigation, arbitration or other proceeding ("Proceeding"), or commencing,
or
causing to be commenced, any Proceeding against GNC, Franchisees or Licensed
Entities, and their respective customers, based on infringement, inducement
of
infringement or contributory infringement of any of the Patents-in-Suit by
any
third party Multi-ingredient Chromium Picolinate Product containing Chromium
Picolinate not purchased from Nutrition 21 and in which GNC was not involved
in
the manufacture of such product, regardless of whether any such product was
sold
or offered for sale by GNC, Franchisees
or Licensed Entities prior to, on or after the Effective Date.
| D. |
Assignment
of Licenses
|
5.7 The
licenses granted hereunder are not assignable, except the license(s) may be
assigned or transferred to the successor to or acquirer of (by asset or stock
acquisition, liquidation, consolidation, reorganization, merger, or otherwise)
all or substantially all of the business or assets of GNC, Franchisees or
Licensed Entities, as appropriate, or all or substantially all of the business
or assets of GNC, Franchisees or Licensed Entities, as appropriate, to which
the
license(s) relates.
Sales
of
Rite Aid Private Label Standalone Chromium Picolinate to Rite Aid
GNC
shall
not sell or supply Rite Aid Standalone Chromium Picolinate products (under
the
Rite Aid label, the Pharmassure label or any other private label) ("Rite Aid
Standalone CP Products") to Rite Aid or its Affiliates through December 29,
2009; provided, however, that Nutrition 21 shall allow a reasonable transition
period up to January 31, 2007 for transferring the manufacture to Nutrition
21
of the Rite Aid Standalone CP Products presently supplied by GNC to Rite Aid
to
ensure that Rite Aid does not experience any shortages of such products.
GNC
shall
have the right to manufacture and sell through its existing inventory of Rite
Aid Standalone CP Products including packaging, labeling, raw materials and
other components associated with the Rite Aid Standalone CP Products presently
supplied by GNC to Rite Aid until January 31, 2007. Nutrition 21 shall purchase
any packaging, labeling, Chromium Picolinate in finished bottled form, and
other
components of Rite Aid inventory on hand on January 31, 2007 from GNC at GNC's
direct cost, and Nutrition 21 shall promptly pay GNC for any costs incurred
by
GNC to ship such materials and items to Nutrition 21.
Except
as
set forth in sections 5 and 6, GNC shall not fulfill the requirements of, or
supply any other retailer or other person with Standalone Chromium Picolinate
products (branded or private label) through December 29, 2009.
GNC
supplies Rite Aids requirements of Rite Aid private label nutritional
supplements. Except as set forth in Section 6.1, Nutrition 21 agrees it shall
not manufacture or supply Rite Aid private label nutritional supplements through
December 29, 2009.
Releases
for Past Infringement
Nutrition
21, both individually and collectively, and their respective officers,
directors, shareholders, employees, agents, representatives, attorneys,
successors and assigns, fully and finally release, acquit and forever discharge
GNC, both individually and collectively, Franchisees and Licensed Entities,
and
their respective officers, directors, shareholders, employees, representatives,
attorneys, successors, assigns and customers, from all claims, suits, demands,
damages, liabilities, actions and causes of action of any and every kind and
nature, whether known or unknown, suspected or unsuspected, now existing or
heretofor existing, or which may hereafter exist based on acts or omissions
occurring prior to the Effective Date, that arise out of or are related in
any
way to GNC manufactured or branded products and the Patents-in-Suit or Nutrition
21’s Other Patents, including, but not limited to, (a) any claims for
infringement, inducement of infringement or contributory infringement of any
of
the claims of any of the Patents-in-Suit, (b) any claims which by pleading,
amendment or supplement could be or could have been alleged in the Litigation
and (c) any claim for infringement, inducement of infringement or contributory
infringement of any claim of any of Nutrition 21’s Other Patents based on the
manufacture, use, sale, offering for sale, advertising or promotion of any
of
the Accused Products; provided, however, that nothing in this paragraph shall
be
construed to release, acquit or discharge GNC from any obligation it has
expressly assumed in the Agreement. For the avoidance of doubt, the provisions
of this Section 7.1 release past infringement only and do not release future
conduct.
GNC,
both
individually and collectively, and their respective officers, directors,
shareholders, employees, agents, representatives, attorneys, successors and
assigns fully and finally release, acquit and forever discharge Nutrition 21,
both individually and collectively, and their respective officers, directors,
shareholders, employees, representatives, attorneys, successors and assigns,
from all claims, suits, demands, damages, liabilities, actions and causes of
action of any and every kind and nature, whether known or unknown, suspected
or
unsuspected, now existing or heretofor existing, or which may hereafter exist
based on acts or omissions occurring prior to the Effective Date, that arise
out
of or are related in any way to the Patents-in-Suit or Nutrition 21’s Other
Patents, including, but not limited to, (a) any counterclaims asserted for
invalidity, misuse and unenforceability of the Patents-in-Suit, false patent
marking and false advertising and (b) any counterclaims which by pleading,
amendment or supplement could be or could have been alleged in the Litigation;
provided, however, that nothing in this paragraph shall be construed to release,
acquit or discharge Nutrition 21 from any obligation it has expressly assumed
in
the Agreement. For the avoidance of doubt, the provisions of this Section 7.2
release past infringement only and do not release future conduct.
Dismissal
of Litigation
Promptly
upon GNC making the payment pursuant to paragraph 3.1 hereof, counsel for the
Parties shall file, or cause to be filed, in the Litigation a Final Order and
Dismissal with Prejudice in the form of Attachment D hereto.
Each
of
the Parties will pay its own attorneys fees incurred in connection with the
Litigation.
The
Agreement is the result of a compromise settlement of disputed claims and
defenses, and it is expressly understood and agreed by the Parties that any
payment of money, delivery of property, license or release made, given or
requested in the Agreement is not an admission of liability or wrongdoing by
any
Party.
Confidentiality
Subject
to the provisions of paragraph 13, the Parties shall keep and maintain the
terms
of the Agreement confidential, but may disclose the existence of the
Agreement.
Notwithstanding
the provisions of paragraph 9.1, the Parties are not precluded from providing
or
disclosing the terms of the Agreement as may be requested by a Court or other
governmental authority, required by law, regulation or legal process, necessary
to disclose to legal counsel or accounting firms or as otherwise permitted
by
subsequent agreement between the Parties; provided, however, that before making
a disclosure requested by a Court or other governmental authority, or pursuant
to any law or legal process, a Party shall give the other Party or Parties
prompt notice of the request, law or legal process to provide them the
opportunity to object to or seek the entry of a protective order to prevent
the
disclosure or require the disclosure to be made in confidence or take other
action to assure confidential treatment of such information. The Parties agree
and understand that GNC and Nutrition 21 will be required to report this
settlement (and the material terms thereof as required by law or regulation)
in
its required filings with the Securities and Exchange Commission.
Choice
of
Law, Entire Agreement and Amendments
The
Agreement shall in all respects be governed by and construed and interpreted
in
accordance with the laws of the State of Texas without regard to choice of
law
rules.
The
Parties agree that the United States District Court for the Eastern District
of
Texas, Tyler Division, shall have the exclusive jurisdiction and venue to decide
any disputes concerning the Agreement.
The
Agreement constitutes the entire agreement of the Parties with respect to the
subject matter hereof and supersedes all prior representations, discussions,
negotiations, agreements and understandings, whether written or oral, with
respect thereto.
The
Agreement may be modified only by a written amendment signed by all Parties,
and
no waiver of any provision of the Agreement or the breach thereof shall be
effective unless expressed in a writing signed by the waiving party. The waiver
by any party hereto of any of the provisions of the Agreement or of the breach
thereof shall not operate or be construed as a waiver of any other provision
or
breach thereof.
Assignment
Subject
to the provisions of paragraph 5.7 hereof, the Agreement shall be binding upon
and inure to the benefit of the Parties and their respective predecessors,
successors and assigns.
Authority,
Representations and Warranties
The
persons executing the Agreement represent and warrant that they have read the
agreement, have the authority to execute it on behalf of the Party for whom
they
have signed and understand its contents and are executing it freely and
voluntarily with an intent to bind their respective Party to its
terms.
Nutrition
21 represents and warrants that it has the authority, without joinder by others,
to grant the licenses provided for in paragraphs 5.1 and 5.4 hereof and to
release the claims as set forth in paragraph 7.1 hereof. Nutrition 21 further
represents and warrants that it has not assigned or otherwise transferred,
either in whole or in part, any claim released in the Agreement.
GNC
represents and warrants that it has the authority, without joinder by others,
to
release the claims as set forth in paragraph 7.2 hereof. GNC further represents
and warrants that it has not assigned or otherwise transferred, either in whole
or in part, any claim released in the Agreement.
In
the
event of the breach of any representation or warranty contained in this section
12, the person executing the Agreement on behalf of a party claiming or found
not to be bound by the Agreement, and all persons or entities on whose behalf
that person properly executed the Agreement, shall indemnify and hold harmless
the other persons and Parties on whose behalf the Agreement is
executed.
Validity
of Patents-in-Suit and Joint Press Release
GNC
acknowledges the validity of the Patents-in-Suit and that the claims of the
Patents-in-Suit are not invalid.
Once
the
Agreement has been fully executed, the Parties will issue a joint press release
in the form attached hereto as Attachment E.
Notice
and Right to Cure
14.1 In
the
event that a party (“Complaining Party”) considers that any other party hereto
(“Allegedly Breaching Party”) has breached a term or provision of the Agreement,
the Complaining Party shall give written notice to the Allegedly Breaching
Party
describing the nature of the breach in reasonable detail. The Allegedly
Breaching Party shall then have five (5) days, if the alleged breach concerns
a
monetary or payment term of the Agreement, or thirty (30) days if the alleged
breach concerns a non-monetary term of the Agreement, to cure the alleged breach
to the reasonable satisfaction of the Complaining Party.
14.2 The
provisions of paragraph 14.1 hereof shall not apply to paragraphs 3.1, 8.1,
9.1
and 13.2 of the Agreement.
14.3 Subject
to paragraph 14.2, the provisions of paragraph 14.1 shall be followed by the
Parties prior to the initiation of any suit or legal proceeding relating to
the
Agreement, including any suit or legal proceeding to enforce the terms of the
Agreement.
14.4 All
notices, requests or demands relating to the Agreement shall be in writing
and
shall be deemed to be have been adequately given and delivered (a) upon personal
delivery (including personal delivery by overnight mail or courier) to the
party
to be notified, (b) three (3) business days after deposit with certified mail,
return receipt requested, prepaid and addressed to the party to be notified
at
the address set forth herein, or (c) immediately upon transmission and receipt
of confirmation if sent by facsimile number to the receiving party at the
facsimile set forth herein.
14.5 All
notices, requests or demands hereunder shall be made to the following
representatives of the Parties at the address or facsimile number set forth
below, unless another address or facsimile address is specified hereafter in
writing by a party:
| a. | If to Nutrition 21: |
| Nutrition 21, LLC |
| 0 Xxxxxxxxxxxxxx Xxxx |
| Xxxxxxxx, Xxx Xxxx 00000 |
| Fax: (000) 000-0000 |
| Attention: Xxxx Xxxxxxxxxx, President and CEO |
| with a copy to: |
| Xxxxxx X. Xxxxx, Esq. |
| Blank Rome LLP |
| One Xxxxx Sq. |
| 000 X 00xx Xx. |
| Xxxxxxxxxxxx, XX 00000 |
| Fax: (000) 000-0000 |
| b. |
If
to
GNC:
|
|
General
Counsel
|
|
General
Nutrition Corporation
|
|
000
Xxxxx Xxxxxx
|
|
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000
|
|
Fax:
(000) 000-0000
|
| with a copy to: |
|
Xxxxxx
X. Xxxxxxxx, Esq.
|
|
Gardere
Xxxxx Xxxxxx LLP
|
|
0000
Xxx Xxxxxx, Xxxxx 0000
|
|
Xxxxxx,
XX 00000-0000
|
|
Fax:
(000) 000-0000
|
General
This
Agreement may be executed in any number of counterparts, each of which when
so
executed and delivered shall be deemed an original, and all of which
counterparts taken together shall constitute one and the same instrument.
Facsimile signatures shall be deemed original signatures.
Each
of
the Parties agrees, promptly upon reasonable request therefor, to prepare,
execute, acknowledge, deliver or file such other and further papers, forms,
instruments and documents, and to take such other and further action, as may
be
necessary or convenient to evidence, perfect or enforce any of the rights and
obligations arising under or in connection with the Agreement or with any
document or agreement referred to herein or otherwise to consummate or carry
out
the intent of the Agreement.
The
Parties agree that Franchisees and Licensed Entities are third party
beneficiaries under the Agreement.
The
section headings contained in the Agreement are for convenience only and shall
not affect in any way the meaning or interpretation of the provisions
hereof.
In
the
event of litigation relating to this Agreement, if a court of competent
jurisdiction determines that a party has breached this Agreement, then the
breaching party shall be liable and pay to the other party the legal fees
incurred by the other party in connection with such litigation, including any
appeal therefrom.
This
Agreement was jointly drafted by the Parties and the language of all parts
of
the Agreement shall in all cases be construed as a whole according to its
meaning and not strictly for or against any of the Parties.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, the Parties have hereunto signed their names on the dates
indicated.
|
Nutrition
21, LLC
|
||
| |
|
|
| By: | ||
|
Name:
Xxxx Xxxxxxxxxx
|
||
|
Title:
President
and CEO
|
||
| Date: | ||
|
Nutrition
21, Inc.
|
||
| |
|
|
| By: | ||
|
Name:
Xxxx
Xxxxxxxxxx
|
||
|
Title:
President
and CEO
|
||
| Date: | ||
|
General
Nutrition Corporation
|
||
| |
|
|
| By: | ||
|
Name:
Xxxx
X. Xxxxxxxx
|
||
| Title: Sr. Vice President and Chief Legal Officer | ||
| Date: | ||
[SIGNATURE
PAGE TO SETTLEMENT AGREEMENT]
