EXHIBIT 10.3
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
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THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT ("Agreement"), is made
and entered into as of this 9TH day of July, 1999, by and between Click
Interactive, Inc., a Delaware corporation (the "Corporation") and Xxxxxxx X.
Xxxxx, Xx., an individual residing in the State of Florida (the "Executive").
RECITALS
WHEREAS, the Executive is the founder of the Corporation;
WHEREAS, the Corporation is engaged in the Business (as defined below);
WHEREAS, the Corporation has and desires to continue to employ Executive as
the Chairman of the Board, Chief Executive Officer and President of the
Corporation;
WHEREAS, the Executive desires to continue to be employed by the
Corporation at the salary and benefits provided for herein;
WHEREAS, the Executive acknowledges and understands that during the course
of his employment, the Executive has and will become familiar with certain
confidential information of the Corporation related to the Corporation's
Business; and
WHEREAS, the Corporation and the Executive desire to protect such
confidential information from disclosure to third parties or use of such
information to the detriment of the Corporation.
AGREEMENT
NOW THEREFORE, in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
1. Employment. The Corporation hereby agrees to employ the Executive,
and the Executive hereby accepts such employment, as the Chairman of the Board,
Chief Executive Officer and President of the Corporation.
2. Term. The term of this Agreement shall commence on June 1, 1999 and
shall continue until December 31, 2002 (the "Term"), unless earlier terminated
pursuant to Section 12 of this Agreement. This Agreement shall automatically
renew for additional annual periods unless either party hereto provides at least
thirty (30) days prior notice of termination to the other party.
3. Duties.
(a) The Executive shall have such responsibilities as may be as determined
by the Board of Directors of the Corporation in accordance with the Amended and
Restated By-Laws of
the Corporation in effect from time to time, provided that such duties shall at
all times be consistent with the duties normally performed by the Chairman and
Chief Executive Officer of companies engaged in businesses similar to the
Business of the Corporation. The Executive agrees to devote a substantial
portion of his business time, attention and energies to the diligent performance
of his duties hereunder and will not, during the Term hereof, engage in, accept
employment from, or provide services to any other person, firm, corporation,
governmental agency or other entity that engages in, any activities which, in
the opinion of the Board of Directors, would materially conflict with or detract
from the Executive's reasonable performance of such duties; provided, however,
that nothing herein shall restrict the Executive from providing services to
XxxxxxxxXxxxx.xxx, Inc. ("WarrantyCheck") and its successors and assigns,
including without limitation, as Chairman, Chief Executive Officer and President
with respect to WarrantyCheck as long as such services do not regularly involve
more than ten (10) business hours per week; provided, further, that if such
involvement regularly exceeds ten (10) business hours per week after the first
twelve months of the Term, the procedures set forth in Section 3(b) may be
instituted by a majority of the disinterested members of the Corporation's Board
of Directors (the "Disinterested Directors"); provided, further, that the
Executive shall not become an employee of WarrantyCheck without the prior
written consent of a majority of the Disinterested Directors; and provided,
further, that the Executive shall be permitted hereunder (i) to serve on the
board of directors of any other corporation or trade associations with the
consent of the Corporation's Board of Directors, (ii) to engage in any
charitable activities and community affairs, and (iii) to participate in or
assist with the creation or management of any other start-up, developmental or
new venture or business (a "New Venture") that does not compete with the
Business (as defined below) of the Corporation as a non-employee director,
provided that with respect to such New Venture, the Executive receives the prior
consent of the Disinterested Directors in connection therewith and such
participation or assistance with such New Ventures does not, individually or in
the aggregate, materially interfere with the Executive's performance of his
obligations and duties hereunder; provided, however, that the foregoing consent
of the Disinterested Directors shall not be required in connection with a
passive investment in a business unrelated to the Business (as hereinafter
defined).
(b) If the Executive's involvement in WarrantyCheck regularly exceeds ten
(10) business hours per week and the Disinterested Directors reasonably believe
that such involvement materially interferes with the Executive's performance of
his obligations and duties hereunder to the Corporation, the Disinterested
Directors shall provide written notice of such belief to the Executive. Promptly
after receipt of such notice, the Executive and the Disinterested Directors
shall meet to discuss the Executive's involvement with WarrantyCheck. If after
such discussion, such members of the Board determine, in their sole discretion,
that Executive's involvement in WarrantyCheck materially interferes with
Executive's performance of his obligations and duties hereunder, then the
Executive shall decide either to (i) resign as CEO and/or President (but not
Chairman) of WarrantyCheck and otherwise reduce his involvement with
WarrantyCheck to a level that is satisfactory to the Disinterested Directors or
(ii) resign as an employee (but not Chairman) of the Corporation. Upon such a
decision, the Executive and the Disinterested Directors shall mutually agree to
an appropriate transition plan and schedule to promptly effect such decision,
which shall, to the extent possible, minimize the adverse impact thereof on the
affected business.
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(c) If the Executive resigns under Section 3(b)(ii) above, this Agreement
shall terminate, other than Sections 7, 8 and 9, and the provisions of Section
11(e) shall apply.
4. Compensation.
(a) Base Salary. During the Term of this Agreement, the Executive shall
receive compensation at the annual rate of $250,000 payable in equal monthly
installments or as otherwise agreed to by the parties. The annual amount of
salary payments to the Executive during the Term of this Agreement shall be
referred to herein as the "Annual Salary."
(b) Annual Incentive Bonus. During the Term of this Agreement, the
Executive shall participate in an annual bonus program to be adopted by the
Corporation providing the Executive with the opportunity to earn an annual cash
bonus equal to up to 50 % of the Executive's Annual Salary (the "Annual
Incentive Bonus"). The Annual Incentive Bonus shall be based upon the
achievement of specified organizational and personal management objectives to be
agreed upon by the Executive and the Board of Directors ("Annual Incentive Bonus
Objectives"). The Annual Incentive Bonus Objectives will be set forth in writing
on a quarterly basis. The Annual Incentive Bonus shall be earned on a quarterly
basis based solely upon performance as measured against the applicable Annual
Incentive Bonus Objectives and shall be paid on an annual basis, if, and only
if, earned. Except as provided in Section 11(d) to the contrary, any Annual
Incentive Bonus earned by the Executive shall become payable in accordance with
the terms of the Annual Incentive Bonus program notwithstanding the subsequent
termination of the Executive's employment with the Corporation.
5. Benefits.
(a) Standard Benefits. During the Term of this Agreement, the Corporation
agrees to provide to the Executive such benefits as are provided generally to
other senior executive officers of the Corporation, including, without
limitation, any health, disability, dental, severance benefits, insurance,
defined contribution plan, deferred compensation, profit-sharing, pension, or
other employee benefit policies, programs (including child day-care) or plans
which the Corporation offers generally to senior executives (collectively, the
"Employee Benefits"). Executive shall be entitled to four (4) weeks of vacation
during each twelve (12) month period hereunder, and the Executive may accrue or
carryover any unused vacation from any calendar year to any following calendar
year. Executive also shall be entitled to participate in other compensation
programs that the Corporation may make available to other senior executive
officers from time to time, and nothing herein shall restrict or otherwise
prevent the Executive from participating in any stock option or other equity-
based compensation plan of the Corporation.
(b) Additional Benefits. In addition to the foregoing, during the Term of
this Agreement, the Executive, as the Chief Executive Officer, shall be entitled
to the following additional benefits not generally available to senior executive
officers of the Corporation (the "Additional Benefits"):
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(i) Housing Allowance. To facilitate the Executive's extensive
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travel commitment from his Florida residence, the Corporation
shall maintain appropriate living accommodation for the
Executive in the Chicago, Illinois metropolitan area at an
initial monthly cost of not more than $5,000.00.
(ii) Club Memberships. To facilitate the Executive's extensive
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marketing, entertainment and client relations duties, the
Corporation shall maintain, and pay all dues, assessments and
initiation fees related to, one (1) membership in one (1)
business club located in the Chicago metropolitan area.
(iii) Automobile Allowance. The Corporation shall also maintain an
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appropriate automobile used by the Executive in connection with
various business responsibilities. The Corporation shall pay
all expenses of operation the automobile, including gas, oil,
liability and casualty coverage, repairs and maintenance. The
Executive shall maintain appropriate usage of records.
(iv) Insurance. In lieu of an individual program, the
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Corporation shall pay the Executive additional annual cash
compensation equal to the premiums on (i) a term life insurance
policy of the Executive's choice in the face amount of
$2,000,000 and (ii) a long-term disability insurance policy
which shall pay to the Executive at least 60% of his annual
compensation. The program shall be in addition to any group
policies provided by the Corporation.
6. Expenses. During the Term of this Agreement, the Executive shall be
reimbursed by the Corporation for all reasonable, ordinary and necessary out-of-
pocket expenses for travel, lodging, meals, entertainment expenses, or any other
similar expenses incurred by the Executive in performing services for the
Corporation. The Executive shall use his reasonable best efforts to
substantiate and document such expenditures as required by the Code.
7. Non-Disclosure of Confidential Information.
(a) The Executive will not during, or for a period of three (3) years
after termination of, this Agreement, in any form or manner, directly or
indirectly, divulge, disclose or communicate to any person, entity, firm,
corporation or any other third party, or for the benefit of any competitor of
the Corporation, any Confidential Information (as hereinafter defined).
(b) For the purposes of this Agreement, the term "Confidential Information"
shall mean, but shall not be limited to, any technical or non-technical data,
formulae, patterns, compilations, programs, devices, methods, techniques,
drawings, designs, processes, procedures, improvements, models or manuals of the
Corporation or which are licensed by the Corporation or written lists of actual
or potential customers or suppliers of the Corporation, and any information
regarding the Corporation's marketing, sales or dealer network, which is not
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available to the public through legitimate origins. The Corporation and the
Executive acknowledge and agree that such Confidential Information is extremely
valuable to the Corporation and shall be deemed to be a "trade secret." In the
event that any part of the Confidential information becomes available to the
public (other than by the breach of this Agreement by the Executive, that part
of the Confidential Information shall no longer be deemed Confidential
Information for the purposes of this Agreement.
(c) Upon termination of this Agreement for any reason, the Executive will
promptly deliver to the Corporation all drawings, blueprints, manuals, reports,
programs, or any other documents, including all copies in any form or media
which contains Confidential Information.
(d) Notwithstanding anything to the contrary in this Section 7, nothing shall
restrict the Executive from disclosing Confidential Information which he
determines in his reasonable judgment is reasonable or necessary in connection
with the performance of his business activities on behalf of the Corporation.
(e) Notwithstanding anything to the contrary in this Section 7, the
Corporation acknowledges and agrees that (i) the Executive has or will obtain,
or will be exposed to, Confidential Information that is or will be retained in
his unaided memory ("Residual Information") and (ii) the Executive may utilize
his Residual Information in connection with his services to, and involvement
with, WarrantyCheck or any New Venture; provided, however, that nothing in this
Section 7(e) shall (x) authorize any third party to infringe, use or claim a
license under any patent, copyright or trademark of the Corporation, or (y)
restrict the operation of Sections 8 and 9 hereof.
8. Covenant-Not-To-Compete.
(a) The Executive will not during, or for a period of two (2) years after
termination of, the term of this Agreement, in any form or manner, directly or
indirectly, on his own behalf of in combination with others, become an employee,
general partner, stockholder, officer, director, principal, agent, independent
contractor or trustee (except as a holder of securities of a corporation whose
securities are publicly-traded and which is subject to the reporting
requirements of the Securities Exchange Act of 1934, and then only to the extent
of owning not more than 2% of the issued and outstanding securities of such
corporation), or provide services similar to those provided to the Corporation
for any business that provides goods or services substantially similar to those
provided as part of the Business of the Corporation or any business which
renders implementation services or sells products that compete with the Business
of the Corporation within North America, South America, Europe, Asia or
Australia. For purposes of this Agreement, the "Business" of the Corporation
shall mean providing business to business electronic commerce extranet software
and services to Global 1000 companies.
(b) Notwithstanding anything to the contrary in Section 8(a), nothing herein
shall be construed to prevent or restrict in any way the Executive (i) from
providing services to, or participating in any capacity in, WarrantyCheck, (ii)
providing services to, or participating in any non-employee capacity in, any New
Venture that has not been formed for the purpose of providing goods or services
that would compete with the Business or (iii) becoming an indirect
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investor through a mutual, venture capital or other similar investment fund
which is in the business of investing money, even if such entities shall invest
in a business that competes with the Business.
(c) Notwithstanding the provisions of Section 8(b), if the Disinterested
Directors reasonably believe that the business operations or affairs of the
Corporation, WarrantyCheck or any New Venture have changed or evolved to the
point that the Corporation has or will become in the near future in direct
competition with either WarrantyCheck or any New Venture, and, as a result, a
material, long-term conflict of interest would thereafter exist if the Executive
should continue in both his role as Chairman, CEO and/or President of the
Corporation and his then-current role with such competing business, the
Disinterested Directors shall provide written notice of such belief to the
Executive. Promptly after receipt of such notice, the Executive and the
Disinterested Directors shall meet to discuss the actual or potential conflict
of interest. If after such discussion, the Disinterested Directors determine,
in their sole discretion, that a material conflict of interest can only be
avoided by a change in the Executive's provision of services or participation in
the Corporation or the competing business, then the Executive shall either (i)
resign as an officer and director of, and otherwise terminate his active
involvement with, the competing business, (ii) resign as an officer and director
of the Corporation and, if the competing business is in or will be in direct
competition with the Business and not solely in competition with new activities
of the Corporation that are outside the scope of the Business, terminate his
active involvement with the competing business, or (iii) reduce his activities
on behalf of the competing business to a level, or modify such activities in
such manner, that is satisfactory to the Disinterested Directors. Upon such a
decision, the Executive and the Disinterested Directors shall mutually agree to
an appropriate transition plan and schedule to promptly effect such decision,
which shall, to the extent possible, minimize the adverse impact thereof on the
affected business(es). A resignation under Section 8(c)(ii) shall be deemed to
be a voluntary resignation by the Executive under Section 11(e).
9. Covenant Not to Solicit.
(a) Covenant Not to Solicit Employees. During Executive's employment by the
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Corporation and for a period of two (2) years following termination or cessation
of Executive's employment pursuant to this Agreement, Executive agrees and
covenants that he will not employ, solicit or endeavor to entice away from the
Corporation, any employees of the Corporation to work for or with Executive, or
any competitor of the Business of the Corporation, nor will Executive otherwise
attempt to interfere (to the Corporation's detriment) in the relationship
between the Corporation and any such employees; provided, however, that nothing
herein shall prevent or restrict the Executive from soliciting or contacting any
employee of the Corporation for or on behalf of WarrantyCheck, provided further,
however, that the Executive will not, and will not cause WarrantyCheck to,
employ any Employee of the Corporation without the prior consent of the
Disinterested Directors.
(b) Covenant Not to Solicit Customers. During Executive's employment pursuant
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to this Agreement and for a period of two (2) years following termination or
cessation of Executive's employment, Executive agrees and covenants that he will
not solicit any Customers
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of the Corporation, for the purpose of competing with the Business of the
Corporation. For purposes of this Agreement, a "Customer" of the Corporation
shall mean and refer to (i) each person that has received services or purchased
products from the Corporation during the last two (2) years of Executive's
employment hereunder and (ii) each person or entity formally solicited by
Executive on behalf of the Corporation to provide services or purchase products
during the last two (2) years of Executive's employment hereunder. The parties
hereto acknowledge and agree that the solicitation of Customers by the Executive
on behalf of WarrantyCheck shall not be construed to constitute the solicitation
"for the purpose of competing with the Business of the Corporation."
10. Equitable Remedies. In the event that the Executive materially
breaches the terms contained in Sections 7, 8 or 9 of this Agreement, said
breach may result in immediate and irreparable harm to the business and goodwill
of the Corporation, as to which damages and remedies at law for such breach may
be inadequate. The Corporation shall therefore be entitled to apply for and
may, upon proper demonstration, receive from any court of competent jurisdiction
an injunction to restrain any violation of this Agreement and for such further
relief as the court may deem just and proper.
11. Termination of Employment.
(a) Termination by Corporation of Executive for Cause. The Corporation
shall have the right to terminate the Executive's employment at any time for
"cause." For purposes hereof, "cause" shall mean that the Executive has:
(i) been convicted of, or plead nolo contendere to, a felony or crime
involving moral turpitude; or
(ii) committed a material act of personal dishonesty or fraud involving
personal profit in connection with the Executive's employment by the
Corporation; or
(iii) committed a material breach of any material covenant, provision,
term, condition, understanding or undertaking set forth in this
Agreement, including, without limitation, the provisions contained in
Sections 7, 8 and 9 hereof, which breach shall be continuing and
shall not have been cured, if capable of being cured, within fifteen
(15) days following written notice to the Executive of such breach.
If the Corporation shall terminate the Executive's employment pursuant to this
Section 11(a), the Corporation shall be obligated to pay to the Executive only
the Annual Salary then in effect and the Employee Benefits payable to the
Executive pursuant to this Agreement, accrued up to and including the date on
which the Executive's employment is so terminated. Thereafter, the Corporation
shall have no further obligation whatsoever to the Executive.
(b) Termination by Corporation of Executive Because of Executive's
Disability, Injury or Illness. The Corporation shall have the right to terminate
the Executive's employment if the Executive is rendered permanently unable to
perform the duties assigned to him by the Corporation because of the Executive's
disability, injury or illness (as such terms may be defined
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under the applicable disability plan covering the Executive); provided, however,
that in the event of such disability, injury or illness, the Executive will be
deemed unable to perform such duties only if the Executive has been unable to
perform such duties on a regular weekly basis for a total of six (6) months in
any consecutive twelve (12) month period and, in the opinion of the competent
medical advisors to the Company, it is unlikely that such disability will be
reversed in the following 36 months. If the Corporation shall terminate the
Executive's employment pursuant to this Section 11(b), the Corporation shall be
obligated only (i) to pay to the Executive the Annual Salary then in effect
payable to the Executive pursuant to this Agreement, accrued up to and including
the date on which the Executive's employment is so terminated, and (ii) to
provide Employee Benefits to the Executive to the extent the Executive remains
eligible to continue to participate in such employee benefits pursuant to the
terms and conditions of such policies, programs or plans. Notwithstanding
anything to the contrary in this Agreement, the Employer's obligations to make
payments to the Executive, following the termination of this Agreement, shall be
reduced by any amounts actually paid to the Executive pursuant to any group
disability insurance payments received by the Executive pursuant to the Employee
Benefits. This Section 11(b) shall be the sole method of termination of the
Executive's employment hereunder with respect to any alleged breach under
Section 11(a)(iii) that is directly or indirectly related to or caused by any
disability, injury or illness of the Executive.
(c) Termination by Corporation as a Result of Executive's Death. The
obligations of the Corporation to the Executive under this Agreement (except as
provided in this Section 11(c)) shall automatically terminate upon the
Executive's death and the Corporation shall then be obligated only to pay to the
Executive's estate the Annual Salary then in effect for the next twelve (12)
months. Any payments due to the Executive shall be paid to the Executive's
estate or his designated heirs.
(d) Termination of Executive for Any Other Reason. The Corporation shall have
the right to terminate the Executive's employment for any other reason upon
thirty (30) days prior written notice to the Executive. In the event of a
termination of the Executive's employment for any reason other than the reasons
set forth in Sections 11(a), 11(b) or 11(c) hereof or the expiration of the Term
of this Agreement, the Corporation shall be obligated only (i) to provide
twenty-four (24) months severance in equal semi-weekly installments or otherwise
as agreed to by the parties, (ii) to provide the Employee Benefits, if any and
to the extent the Executive remains eligible to participate in such Employee
Benefits pursuant to the terms and conditions of such policies, programs or
plans, for twenty-four (24) months, and (iii) to pay the Executive the earned
portion of the Annual Incentive Bonus as provided in Section 4(b) hereof;
provided, however, that (x) any severance or other benefits payable under this
Section 1l(d) shall terminate upon delivery of written notice to the Executive
reasonably establishing the factual basis for the Corporation's claim of a
material violation of the Executive's material covenants under Sections 7, 8 and
9 hereof and (y) the amounts payable hereunder shall be reduced by the amounts
actually paid to the Executive from subsequent employment arrangements during
the period that payments are made to the Executive pursuant to this Section
11(d).
(e) Termination by Executive. At any time beginning twelve (12) months from
the date hereof, the Executive may resign and terminate his employment by the
Corporation for any
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reason whatsoever upon ninety (90) days prior written notice to the Corporation.
Upon such a resignation, the Corporation shall be obligated only to pay to the
Executive the Annual Salary then in effect payable to the Executive pursuant to
this Agreement, accrued up to and including the effective date of such
resignation.
12. Entire Agreement. This Agreement contains the entire agreement
between the parties and shall not be modified except in writing by the parties
hereto. Furthermore, the parties hereto specifically acknowledge and agree that
this agreement supersedes all prior employment agreements between the Executive
and the Corporation.
13. Severability. If any phrase, clause or provision of this Agreement is
declared invalid or unenforceable by a court of competent jurisdiction, such
phrase, clause or provision shall be deemed severed from this Agreement, but
will not affect any other provisions of this Agreement, which shall otherwise
remain in full force and effect.
14. Notices. Any notice, request or other communication required to be
given pursuant to the provisions hereof shall be in writing and shall be deemed
to have been given when delivered in person, on the next business day after
being delivered to a nationally-recognized overnight courier service (for such
next-day delivery) or five (5) days after being deposited in the United States
mail, certified or registered, postage prepaid, return receipt requested and
addressed to the other party at its or his last known address. Notices to the
Corporation shall be given to the Board of Directors at the Corporation's
executive headquarters, with a copy to Seyfarth, Shaw, Xxxxxxxxxxx & Xxxxxxxxx,
00 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, attention: Xxxxx X. Xxxxx,
Esq., facsimile number 000-000-0000; notices to the Executive shall be given to
him both at his home address and at any office he may have at the Corporation's
executive headquarters, with a copy to Xxxxxx & Xxxxxxx, Xxxxx 0000, Xxxxx
Xxxxx, Xxxxxxx, XX 00000, attention: Xxxx X. Xxxxxx, facsimile number 312-993-
9767. The address of any party may be changed by notice in writing to the other
party duly served in accordance herewith.
15. Waiver. The waiver by the Corporation or the Executive of any breach
of any term or condition of this Agreement shall not be deemed to constitute the
waiver of any other breach of the same or any other term or condition hereof.
16. Increases. All dollar amounts referred to in Section 5(b)(i)
hereunder shall be subject to increase, no less frequently than annually, by the
applicable Consumer Price Index.
17. Attorneys Fees. The Corporation shall pay the fees and expenses of
Executive's outside legal counsel, accountants, and other advisors in connection
with the negotiation and review of this Agreement.
18. Changes in Location. Should the Corporation relocate its executive
headquarters, appropriate adjustments to the Executive's compensation, housing
and commuting arrangements will be mutually agreed between the Executive and the
Corporation.
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19. Governing Law. This Agreement and the enforcement hereof shall be
governed and controlled in all respects by the internal laws, and not the laws
of conflict, of the State of Illinois.
20. Assignment of Inventions. As the founder of the Corporation, the
Executive has developed or may develop in the future certain material of a
proprietary nature, including, but not limited to, ideas, inventions,
discoveries, improvements, developments, designs, methods, systems, computer
programs, trade secrets or any other intellectual property whether or not
patentable or copyrightable, specifically including, but not limited to,
copyright and mask works, formulae, compositions, products, processes,
apparatus, and new uses of existing materials or machines (hereafter
collectively called "Inventions"). Executive agrees not to assert any rights
to, and expressly assigns to the Corporation, as the Corporation's exclusive
property, (a) all Inventions currently used by the Corporation as of the date of
this Agreement and related to the Business as currently conducted in the manner
now so used and (b) all Inventions conceived by Executive, alone or with others
during the term of this Agreement to the extent that such Inventions are related
to the Company's Business. To the fullest extent permitted by law, such
Inventions will be deemed works made for hire. Executive agrees to assist the
Corporation, at Corporation's expense, to obtain patents or copyrights on any
protectable ideas and inventions, to obtain trademarks, to exploit other
developments, and to execute all documents necessary to obtain such patents,
trademarks, or other developments in the name of the Corporation.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
CLICK INTERACTIVE, INC.
By: /s/ Xxxxx Xxxxxxx
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Authorized Officer
EXECUTIVE
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx, Xx.
Address: 0000 Xxxxxx Xxxx Xx., #000
Xxxxxxxx, Xxxxxxx 00000
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