EXHIBIT 10.50
EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 15th day of March 2006 (the
"Effective Date"), by and between OLYMPIC CASCADE FINANCIAL CORPORATION (the
"Company"), a Delaware corporation, and XXXX XXXXXXXXXX ("Executive").
WHEREAS, the Board of Directors of the Company (the "Board") wishes that the
Executive serve as Chief Executive Officer of the Company and of various Company
subsidiaries; and
WHEREAS, Executive is willing to provide his services and experience to the
Company and its subsidiaries in such capacities upon the terms, conditions and
provisions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and mutual representations,
covenants and agreements set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:
1. TERM: Subject to the terms and conditions set forth herein, the Company
hereby agrees to employ Executive for a three-year term commencing effective as
of March 15, 2006 (such period being herein referred to as the "Initial Term").
After the Initial Term, this Agreement shall automatically renew for successive
one year periods (each such period being referred to as a "Renewal Term"),
unless, more than ninety (90) days prior to the expiration of the Initial Term
or any Renewal Term, either the Executive or the Company provide written notice
that Executive's employment will not be renewed, or unless otherwise terminated
in accordance with the provisions of Section 7 below. The Initial Term and
Renewal Term are hereby referred to herein as the "Employment Term."
2. EMPLOYMENT:
(A) During the Employment Term, Executive shall serve as the Company's Chief
Executive Officer. Executive's powers and duties shall be those of an executive
nature which are appropriate for a Chief Executive Officer. The Executive shall
report directly to the Board. Executive does hereby accept such employment and
agrees to devote substantially all of his business time, attention, knowledge
and skills faithfully, diligently and to the best of his ability, in furtherance
of the business and activities of the Company. The Company shall not require
Executive to be employed in any location other than the metropolitan New York
area unless he consents in writing to such location. Executive agrees to also
serve as the Chief Executive Officer and President of the Company's subsidiary,
National Securities Corporation (the "Broker Dealer Subsidiary"), and as the
Chairman of the Board of Directors of the Broker Dealer Subsidiary.
(B) During the Employment Term, Executive shall be furnished with office space
and facilities commensurate with his position and adequate for the performance
of his duties; Executive also shall be provided with the perquisites customarily
associated with his position as Chief Executive Officer. During the Employment
Term, the Company and Broker Dealer Subsidiary shall use their best efforts to
cause Executive to be nominated to serve as a director of the Company and Broker
Dealer Subsidiary, and Executive agrees to serve as a director of the Company
and Broker Dealer Subsidiary, if so appointed, without additional compensation.
(C) Executive shall be allowed, to the extent such activities do not
substantially interfere with the performance of his duties and responsibilities
hereunder, (i) to manage his personal, financial and legal affairs, (ii) to be
engaged in civic, charitable, religious and educational activities, and (iii) to
serve on other corporate boards with the prior written approval of the Board.
3. COMPENSATION:
(A) SALARY: During the Employment Term, the Company agrees to pay Executive, and
Executive agrees to accept, an annual salary of not less than Three Hundred
Fifty Thousand Dollars ($350,000) per year (the "Initial Base Salary"), payable
in accordance with the Company's policies, for services rendered by Executive
hereunder.
(B) INCREASES: The annual salary is subject to periodic increase at the
discretion of the Company's Compensation Committee (the "Committee") (or the
Board in lieu thereof), with such increases to take effect no later than on each
anniversary date of this Agreement; provided, however, that the Committee (or
the Board in lieu thereof) shall review the annual salary for possible increase
not less than annually; provided, further, that upon achieving specified target
revenue and EBIDTA targets, which targets shall be determined in consultation
with Executive no later than thirty (30) days prior to the start of the
Company's fiscal year, such annual increase shall not be less than ten (10%)
percent in the first two years of the Term of this Agreement, and at such
percentage as determined in the reasonable discretion of the Committee (or the
Board in lieu thereof) in the third year of the Term of this Agreement.
(C) BONUS: The Company agrees to establish a bonus pool no later than thirty
(30) days after the Effective Date of this Agreement (the "Bonus Pool"), from
which Bonus Pool the Executive shall have sole and absolute discretion to
allocate bonuses to members of the Company's senior management, other than
himself, in accordance with the guidelines set forth for such Bonus Pool by the
Committee (or the Board in lieu thereof). The portion of the Bonus Pool
allocable to the Executive shall be determined by the Committee (or the Board in
lieu thereof) in consultation with members of the Company's senior management
other than the Executive.
(D) OTHER COMPENSATION: Subject to compliance with any and all applicable SEC,
NASD, or other federal or state rules and regulations, and the policies and
procedures of the Broker Dealer Subsidiary, and the general oversight of the
Committee, Executive shall have the right to receive commissions and fees in
accordance with the schedules or programs in effect for non-affiliate brokers of
the Broker Dealer Subsidiary, including, without limitation, fees, warrants
and/or other compensation received by the Broker Dealer Subsidiary in connection
with corporate finance activities.
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4. EXPENSES: The Company shall reimburse Executive for any and all reasonable
and actual business expenses incurred by Executive in connection with services
provided for or on behalf of the Company, Broker Dealer Subsidiary and/or any
direct and/or indirect subsidiaries of such entities upon submission by
Executive of appropriate vouchers and expense account reports.
5. BENEFITS:
(A) CAR AND PARKING ALLOWANCE: During the Employment Term, the Company shall
provide reimbursement to the Executive for (i) payments and/or fees up
to $975 per month in connection with the use of an automobile of
Executive's choosing, and (ii) payments and/or fees up to $400 per month
incurred by the Executive in connection with parking of his vehicle in
connection with the services he performs on behalf of the Company and/or
Broker Dealer Subsidiary. Executive is responsible for submitting
appropriate documentation related to such fees and expenses which will
be paid by the Company within a reasonable period of time following
receipt of such documentation.
(B) GYM OR CLUB MEMBERSHIP FEES: During the Employment Term, the Company
agrees to pay up to $150 per month for Executive to belong to a health
club of his choosing.
(C) INSURANCE: During the Employment term, the Company shall maintain a
policy to provide for the health insurance of the Executive and his
immediate family members. In addition, Executive and his dependents
shall be entitled to participate in such other benefits and benefit
plans as may be extended to active executive employees of the Company
and/or Broker Dealer Subsidiary and their dependents including but not
limited to pension, retirement, profit-sharing, 401(k), stock option,
bonus and incentive plans, group insurance, hospitalization, medical or
other benefits made available by the Company to its employees generally.
(D) VACATION: During the Employment Term, the Executive will be entitled to
the number of paid holidays, personal days off, and vacation days in
each calendar year as are determined by the Company from time to time
(provided that in no event shall vacation time be fewer than four weeks
per year). Such vacation may be taken in the Executive's discretion at
such time or times as are not inconsistent with the reasonable business
needs of the Company.
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(E) INDEMNIFICATION: Executive shall be entitled to the benefits of all
provisions of the Certificate of Incorporation of the Company, as
amended, and the Bylaws of the Company, as amended, that provide for
indemnification of officers and directors of the Company. In addition,
without limiting the indemnification provisions of the Certificate of
Incorporation or Bylaws, to the fullest extent permitted by law, the
Company shall indemnify and save and hold harmless the Executive from
and against any and all claims, demands, liabilities, costs and
expenses, including judgments, fines or amounts paid on account thereof
(whether in settlement or otherwise), and reasonable expenses, including
attorneys' fees actually and reasonably incurred (except only if and to
the extent that such amounts shall be finally adjudged to have been
caused by Executive's willful misconduct or gross negligence, including
the willful breach of the provisions of this Agreement) to the extent
that Executive is made a party to or witness in any action, suit or
proceeding, or if a claim or liability is asserted against Executive
(whether or not in the right of the Company), by reason of the fact that
he was or is a director or officer, or acted in such capacity on behalf
of the Company, or the rendering of services by Executive pursuant to
this Agreement, whether or not the same shall proceed to judgment or be
settled or otherwise brought to a conclusion. The Company shall, at no
cost to Executive, include Executive during the Employment Term, and for
a period of not less than two (2) years thereafter, as an insured under
the directors and officers liability insurance policy maintained by the
Company, unless (despite best efforts of the Company) due to some
unforeseeable reason it is not possible for Executive to be so included,
in which event the Company shall immediately notify Executive.
6. RESTRICTIVE COVENANTS:
(A) Executive recognizes and acknowledges that the Company, Broker Dealer
Subsidiary and their subsidiaries, through the expenditure of considerable time
and money, have developed and will continue to develop in the future information
concerning customers, clients, marketing, business and operational methods of
the Company, Broker Dealer Subsidiary and their subsidiaries and their customers
or clients, contracts, financial or other data, technical data or any other
confidential or proprietary information possessed, owned or used by the Company,
Broker Dealer Subsidiary and their subsidiaries, and that the same are
confidential and proprietary, and are "confidential information" of the Company,
Broker Dealer Subsidiary and their subsidiaries. In consideration of his
continued employment by the Company hereunder, Executive agrees that he will
not, during or for a period of one year after termination of employment,
directly or indirectly, make any disclosure of confidential information now or
hereafter possessed by the Company, Broker Dealer Subsidiary, and/or any of
their current or future, direct or indirect subsidiaries (collectively, the
"Group"), to any person, partnership, corporation or entity either during or
after the term hereunder, except to employees of the Group and to others within
or without the Group, as Executive may deem necessary in order to conduct the
Group's business and except as may be required pursuant to any court order,
judgment or decision from any court of competent jurisdiction. The foregoing
shall not apply to information which is in the public domain on the date hereof;
which, after it is disclosed to Executive by the Group, is published or becomes
part of the public domain through no fault of Executive; which is known to
Executive prior to disclosure thereof to him by the Group as evidenced by his
written records; or, after Executive is no longer employed by the Group, which
is thereafter disclosed to Executive in good faith by a third party which is not
under any obligation of confidence or secrecy to the Group with respect to such
information at the time of disclosure to him. The provisions of this Section 6
shall continue in full force and effect notwithstanding termination of
Executive's employment under this Agreement or otherwise.
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(B) Executive agrees that if the Company has made and is continuing to make all
required payments to him upon and after termination of his employment, then for
a period commencing on the date of termination of Executive's employment
pursuant to this Agreement and ending twelve (12) months thereafter, Executive
shall neither directly and/or indirectly (a) solicit, hire and/or contact any
prior (within twelve (12) months) or then current employee of the Company and/or
Broker Dealer Subsidiary nor any of their respective direct and/or indirect
subsidiaries (collectively, the "Applicable Entities"), nor (b) solicit any
business with any prior (within twelve (12) months of termination) or then
current customer and/or client of the Applicable Entities. In addition,
Executive shall not attempt (directly and/or indirectly) to do anything either
by himself or through others that he is prohibited from doing pursuant to this
Section 6. Given that this Agreement is providing significant benefits to
Executive, Executive hereby agrees that, from the Effective Date until twelve
(12) months following Executive's termination of employment hereunder, without
the prior written consent of the Board, he will not, directly or indirectly,
either as principal, manager, agent, consultant, officer, director, stockholder,
partner, investor, lender or employee or in any other capacity, carry on, be
engaged in or have any financial interest in, any business which is in
competition with any business of the Applicable Entities. For purposes of this
section, a business shall be deemed to be in competition with any business of
the Applicable Entities if it is materially involved in the purchase, sale or
other dealing in any property or the rendering of any service purchased, sold,
dealt in or rendered by any member of the Applicable Entities within the same
geographic area in which such member of the Applicable Entities effects such
purchases, sales or dealings or renders such services; PROVIDED, HOWEVER, that
for the period commencing with the termination of Executive's employment, a
business shall be deemed to be in competition with any business of the
Applicable Entities only if it is materially involved in the retail brokerage
business. Notwithstanding the foregoing, Executive shall be allowed to make
passive investments in publicly held competitive businesses as long as his
ownership is less than 5% of such business.
(C) Executive acknowledges that the restrictive covenants (the "Restrictive
Covenants") contained in this Section 6 are a condition of his continued
employment and are reasonable and valid in geographical and temporal scope and
in all other respects. If any court determines that any of the Restrictive
Covenants, or any part of any of the Restrictive Covenants, is invalid or
unenforceable, the remainder of the Restrictive Covenants and parts thereof
shall not thereby be affected and shall be given full effect, without regard to
the invalid portion. If any court determines that any of the Restrictive
Covenants, or any part thereof, is invalid or unenforceable because of the
geographic or temporal scope of such provision, such court shall have the power
to reduce the geographic or temporal scope of such provision, as the case may
be, and, in its reduced form, such provision shall then be enforceable.
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(D) If Executive breaches, or threatens to breach, any of the Restrictive
Covenants, the Company, in addition to and not in lieu of any other rights and
remedies it may have at law or in equity, shall have the right to injunctive
relief; it being acknowledged and agreed to by Executive that any such breach or
threatened breach would cause irreparable and continuing injury to the Company
and that money damages would not provide an adequate remedy to the Company.
7. TERMINATION:
(A) DEATH: In the event of Executive's death ("Death") during the term of his
employment, Executive's designated beneficiary, or in the absence of such
beneficiary designation, his estate, shall be entitled to the Accrued
Obligations and to the payment of Executive's salary through the date of Death.
For purposes of this Agreement, "Accrued Obligations" shall mean (i) all accrued
but unpaid salary, compensation or other benefits through the date of
termination of Executive's employment, (ii) any unpaid or unreimbursed expenses
incurred in accordance with this Agreement, and (iii) all compensation or
benefits due to the Executive under the terms and rules of any Company or Broker
Dealer Subsidiary compensation or benefit plan in which the Executive
participates, including without limitation, any Company option plans, or
otherwise required by applicable law.
(B) DISABILITY:
(i) In the event Executive, by reason of physical or mental incapacity, shall be
disabled for a period of at least a period of 180 consecutive days
("Disability"), the Company shall have the option at any time thereafter to
terminate Executive's employment hereunder for Disability. Such termination will
be effective ten (10) days after the Board gives written notice of such
termination to Executive, unless Executive shall have returned to the
performance of his duties prior to the effective date of the notice. Upon such
termination, Executive shall be entitled to the Accrued Obligations and such
benefits to which he and his dependents are entitled by law, and except as
otherwise expressly provided herein, all obligations of the Company hereunder
shall cease upon the effectiveness of such termination other than payment of
salary earned through the date of Disability, provided that such termination
shall not affect or impair any rights Executive may have under any policy of
long term disability insurance or benefits then maintained on his behalf by the
Company.
(ii) "Incapacity" as used herein shall mean the inability of the Executive due
to physical or mental illness, injury or disease substantially to perform his
normal duties as President and Chief Executive Officer. Executive's salary as
provided for hereunder shall continue to be paid during any period of incapacity
prior to and including the date on which Executive's employment is terminated
for Disability.
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(C) BY THE COMPANY FOR CAUSE:
(i) The Company shall have the right, before the expiration of the Employment
Term, to terminate the Executive's employment hereunder and to discharge
Executive for cause (hereinafter "Cause"), and all compensation to Executive
shall cease to accrue upon discharge of Executive for Cause. For the purposes of
this Agreement, the term "Cause" shall mean (i) Executive's conviction of a
felony; (ii) the alcoholism or drug addiction of Executive; (iii) the continued
and willful failure by Executive to substantially and materially perform his
material duties hereunder, after reasonable notice and an opportunity to cure
same; (iv) any material breach or violation of Executive's fiduciary duty owed
to the Company, Broker Dealer Subsidiary or any of their subsidiaries or
affiliates; (v) acts of willful or gross misconduct which results, or is likely
to result, in material economic, or other harm, to the Company, Broker Dealer
Subsidiary or any of their subsidiaries or affiliates, which are not cured by
the Executive after reasonable notice is provided; or (vi) action taken by a
regulatory body or self regulatory organization that substantially impairs the
Executive from performing his duties pursuant to this Agreement.
(ii) If the Company elects to terminate Executive's employment for Cause under
7(C)(i) above, such termination shall be effective five (5) days after the
Company gives written notice of such termination to Executive. In the event of a
termination of Executive's employment for Cause in accordance with the
provisions of 7(C)(i), the Company shall have no further obligation to the
Executive, except for the payment of the Accrued Obligations and such benefits
to which he and his dependents are entitled by law.
(D) RESIGNATION FOR REASON. Executive shall have the right to terminate his
employment at any time for "good reason" (herein designated and referred to as
"Reason"). The term Reason shall mean (i) the Company's failure or refusal to
perform any obligations required to be performed in accordance with this
Agreement after a reasonable notice and an opportunity to cure same, (ii) a
material diminution in Executive's title, duties, responsibilities, reporting
relationship or positions, (iii) the relocation of Executive's principal office
location more than fifty (50) miles from its current location, and (iv) the
failure of the Company or Broker Dealer Subsidiary to obtain the assumption in
writing of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company. Notwithstanding the occurrence
of any such event or circumstance above, such occurrence shall not be deemed to
constitute Reason hereunder if, within a thirty-day notice period, the event or
circumstance giving rise to Reason has been fully corrected by the Company.
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(E) CHANGE OF CONTROL. In the event that Executive's employment with the Company
is terminated by Employer without cause following a Change in Control (as
defined below), then the Executive shall be entitled to the Accrued Obligations
and to the payment of Executive's salary through the date of termination. In the
event of such termination, the Company shall also pay Executive an amount equal
to two times the Executive's prior year's compensation including salary and
bonus but excluding the compensation Executive received in the year prior to the
Change in Control pursuant to Section 3(D) above. The Company shall also
continue to provide benefits to the Executive in accordance with Section 5 above
for a period of eighteen (18) months following termination as a result of the
Change in Control. All amounts payable to Executive pursuant to this Section
shall be paid in one lump-sum payment immediately upon such termination, and all
options and shares of restricted stock granted to Executive prior to such date
shall immediately vest.
For purposes of this Agreement, the term "Change in Control" shall mean: (i)
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets or stock of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, all or substantially all of the individuals or entities who were
the beneficial owners, respectively, of the voting securities of the Company
entitled to vote generally in the election of directors immediately prior to
such Business Combination beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or through one or more
subsidiaries); or (ii) the election of a majority of new (i.e., non-incumbent)
directors to the Board unless such new directors are proposed for nomination as
directors by the Executive or the Executive plays a role in selecting such new
directors for nomination to the Board, or (iii) approval by the Company's
shareholders of a complete dissolution or liquidation of the Company.
(F) SEVERANCE: In the event Executive's employment hereunder shall be terminated
by the Company other than for Cause, Death, Disability or Change of Control,
than the Executive shall receive any and all unpaid and Accrued Obligations and,
as a severance payment, (i) an amount equal to two times the Executive's prior
year's compensation including salary and bonus but excluding the compensation
Executive received in the year prior to such termination pursuant to Section
3(D) above (the "Severance Payment"), and (ii) benefits to the Executive in
accordance with Section 5 above for a period of eighteen (18) months following
such termination. The Severance Payment shall be paid in installments consistent
with the normal payroll policies of the Company during the period which is the
shorter of (i) two (2) years from the date of termination or (ii) what would
have been the balance of the Term of this Agreement.
(G) RESIGNATION WITHOUT REASON: Executive may voluntarily resign his employment
with the Company upon ten (10) days' written notice to the Company without any
liability to Executive. In the event Executive resigns without reason prior to
the expiration of this Agreement, he shall receive only the Accrued Obligations
and such benefits to which he and his dependents are entitled by law.
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8. WAIVER: No delay or failure to exercise any right, power or remedy accruing
to either party hereto shall impair any such right, power or remedy or shall be
construed to be a waiver of or an acquiescence to any breach hereof. No waiver
of any breach hereof shall be deemed to be a waiver of any other breach hereof
theretofore or thereafter occurring. Any waiver of any provision hereof shall be
effective only to the extent specifically set forth in the applicable writing.
All remedies afforded to either party under this Agreement, by law or otherwise,
shall be cumulative and not alternative and shall not preclude assertion by
either party of any other rights or the seeking of any other rights or remedies
against the other party.
9. GOVERNING LAW: The validity of this Agreement or of any of the provisions
hereof shall be determined under and according to the laws of the State of New
York, and this Agreement and its provisions shall be construed according to the
laws of the State of New York, without regard to the principles of conflicts of
law and the actual domiciles of the parties hereto.
10. NOTICES: All notices, demands or other communications required or permitted
to be given in connection with this Agreement shall be given in writing, shall
be transmitted to the appropriate party by hand delivery, by certified mail,
return receipt requested, postage prepaid or by overnight carrier, and shall be
addressed to a party at such party's address shown on the signature page hereof.
A party may designate by written notice given to the other parties a new address
to which any notice, demand or other communication hereunder shall thereafter be
given. Each notice, demand or other communication transmitted in the manner
described in this Section 10 shall be deemed to have been given and received for
all purposes at the time it shall have been (i) delivered to the addressee as
indicated by the return receipt (if transmitted by mail) or the affidavit of the
messenger (if transmitted by hand delivery or overnight carrier) or (ii)
presented for delivery during normal business hours, if such delivery shall not
have been accepted for any reason.
11. ASSIGNMENTS: This Agreement shall be binding upon and inure to the benefit
of the parties hereto and each of their respective successors, assigns, heirs
and legal representatives; PROVIDED, HOWEVER, that Executive may not assign or
delegate his obligations, responsibilities and duties hereunder except as may
otherwise be expressly agreed to in writing by the parties hereto. The Company
and Broker Dealer Subsidiary will require any purchaser, successor or assignee
to expressly assume and agree to perform this Agreement in the same manner and
to the same extent that the Company and Broker Dealer Subsidiary would be
required to perform if no such purchase, succession or assignment had taken
place. If Executive shall die, then any and all amounts then payable to
Executive hereunder shall be paid in accordance with the terms of this Agreement
to Executive's devisee, legatee or other designee or, if there be no such
designee, the Executive's estate.
12. MISCELLANEOUS: This Agreement contains the entire understanding between the
parties hereto and supersedes any and all other oral and written agreements or
understandings between them with respect to the subject matter hereof. No
modification or addition hereto or waiver or cancellation of any provision shall
be valid except by a writing signed by the party to be charged therewith. The
Company shall pay the reasonable costs associated with legal advice incurred by
the Executive with respect to this Agreement (not to exceed $5,000).
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13. SEVERABILITY: The parties agree that if any of the covenants, agreements or
restrictions contained herein are held to be invalid by any court of competent
jurisdiction, the remainder of the other covenants, agreements, restrictions and
parts thereof herein contained shall be severable so not to invalidate any
others and such other covenants, agreements, restrictions and parts thereof
shall be given full effect without regard to the invalid portion.
14. ARBITRATION: Any and all disputes, controversies, or differences, whether
arising or commenced during or subsequent to the term hereof, which may arise
between the parties directly and/or indirectly out of or in relation to or in
connection with this Agreement, or for the breach of this Agreement, shall be
adjudicated by arbitration in New York City, New York under the commercial
arbitration rules of the American Arbitration Association then in effect. Such
arbitration shall be final and binding and shall be limited to an interpretation
and application of the provisions of this Agreement and any related agreements
or documents. Any arbitral award shall be enforceable in any court, wherever
located, having jurisdiction over the party against whom the award was rendered.
In addition, with respect to any such arbitration or enforcement proceedings,
the prevailing party shall be entitled to all costs, expenses and fees incurred
in the prosecution or defense of such action, including an award for reasonable
attorney's fees.
15. SURVIVAL OF OPERATIVE SECTIONS: The respective rights and obligations of the
parties hereto, including, without limitation, the rights and obligations set
forth in Sections 5(c), 6 through 15 of this Agreement, shall survive any
termination of this Agreement to the extent necessary to preserve all such
rights and obligations until discharged in full.
16. COUNTERPARTS: This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument. The execution of this Agreement may be
by actual or facsimile signature.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
and year first above written.
OLYMPIC CASCADE FINANCIAL CORP. XXXX XXXXXXXXXX
By: /s/ Xxxxxx X. Xxxxxx (Signature): /s/ Xxxx Xxxxxxxxxx
---------------------------------- ------------------------
Name: Xxxxxx X. Xxxxxx Print Name: Xxxx Xxxxxxxxxx
Title: Acting Chief Financial Officer
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