EMPLOYMENT AGREEMENT
Exhibit 10.3
AGREEMENT, made as of January 31, 2007, by and between Haights Cross Communications, Inc. (the
“Company”), and Xxxx X. Xxxxxx (“Xxxxxx”).
1. EMPLOYMENT
(a) Position. The Company agrees to employ Xxxxxx, and Xxxxxx agrees to serve as
Executive Vice President and Chief Financial Officer of the Company. Xxxxxx shall report to Xxxxx
X. Xxxxxx (“Xxxxxx”), Chairman and Chief Executive Officer.
(b) Principal Office. Xxxxxx’x principal office shall be at the principal executive
offices of the Company in White Plains, New York, except for reasonable business travel obligations
commensurate with Xxxxxx’x position. Xxxxxx’x principal office shall not be located more than ten
miles from White Plains, New York.
(c) Duties and Powers. Xxxxxx shall have the customary duties, powers,
responsibilities and authority of a Chief Financial Officer. Xxxxxx shall perform such duties and
exercise such powers upon such terms and conditions as Xxxxxx or the Board of Directors shall
reasonably impose. Xxxxxx shall devote his full working time and best efforts to the performance
of his duties under this Agreement, except that, with the consent of the Board of Directors (which
consent shall not be unreasonably withheld), Xxxxxx may engage in charitable and community affairs
activities. Xxxxxx also agrees that participation as a member of an outside corporate board will
only be undertaken with permission of the Board of Directors.
(d) Term. The term of Xxxxxx’x employment under this Agreement shall commence as of
January 1, 2007, and shall terminate on December 31, 2008, unless extended or sooner terminated in
accordance with the provisions of this Agreement (the “Term”). The Term shall be extended
automatically for periods of one year (the first possible automatic extension date being January 1,
2009) unless either the Company or Xxxxxx has given written notice to the other not later than six
months prior to the expiration of the Term (the first possible such notice date being July 1, 2008)
of such party’s election not to extend the Term.
2. COMPENSATION AND BENEFITS. During the Term (i.e., the period of employment of
Crecca hereunder), the Company shall pay Xxxxxx the following amounts and provide to Xxxxxx the
following benefits:
(a) Base Salary. The Company shall pay Xxxxxx an annual base salary of $360,000 for
the year 2007, increasing by 4% (four percent) in each subsequent calendar year of the Term (“Base
Salary”).
(b) Annual Bonus. The Company shall pay Xxxxxx an annual bonus (“Bonus”) of not less
than 44% (forty-four percent) of Base Salary in each year of the Term and, in each year of the
Term, Xxxxxx shall be eligible for a greater Bonus within the Board of Directors’ sole discretion.
Bonus shall be paid no later than March 15 of the year following the applicable Bonus year. Bonus
for 2006 shall be payable at the rate of 44%, or a greater rate at the discretion of the Board of
Directors, of 2006 Base Salary as if this Agreement was in effect from January 1, 2006.
(c) Other Compensation Plans and Programs. Xxxxxx shall be eligible to participate in
any other Company compensation plans and programs for senior executives
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of the Company, including without limitation a monthly automobile allowance, without discrimination
or duplication.
(d) Employee Benefits. In accordance with the terms of the applicable plan documents
or policies, the Company shall provide Xxxxxx with coverage under all employee medical and welfare
benefit programs, plans and practices which the Company generally makes available to its senior
officers, which may be reviewed and changed from time to time.
(e) Vacation. Xxxxxx shall be entitled to four weeks’ paid vacation each year, which
may be taken consistent with Company’s policies and procedures. Xxxxxx shall also be entitled to
ten personal/sick days each year.
(f) Expenses. In accordance with the Company’s expense policies, which may be amended
from time to time, the Company shall reimburse Xxxxxx for all reasonable business expenses incurred
by Xxxxxx in carrying out his duties under this Agreement, upon timely presentation by Xxxxxx of
appropriately itemized accounts of such expenditures, and approved in accordance with Company
policy (“Business Expenses”). In addition, the Company will reimburse Xxxxxx for up to $3,000 in
legal fees incurred in respect of advice, negotiation, drafting and revising of this Agreement.
3. TERMINATION OF EMPLOYMENT BY THE COMPANY OTHER THAN FOR CAUSE OR BY XXXXXX FOR GOOD REASON
The Company may terminate Xxxxxx’x employment other than for Cause and Xxxxxx may terminate
his employment for Good Reason, in each case subject to the notice requirement set forth in this
Section 3. If, within the notice period pursuant to Section 3(a), the grounds for such termination
are cured as expressly permitted
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hereunder, the notice of termination shall be void and no termination pursuant to such notice shall
occur. A non-extension of the Term, if elected by the Company, shall be deemed to be a termination
of Xxxxxx’x employment other than for Cause if Xxxxxx remains employed until the end of the Term
and his employment then in fact terminates due to the non-extension of the Term hereunder.
(a) Notice and Payment Obligations. Any termination of Xxxxxx’x employment by the
Company other than for Cause shall only become effective at least 30 (thirty) days after written
notice to Xxxxxx from the Company. Any termination of employment by Xxxxxx for Good Reason shall
only become effective at least 30 (thirty) days after written notice to the Company from Xxxxxx
specifying the basis for his belief that he has Good Reason to terminate his employment. If the
Company terminates the employment of Xxxxxx other than for Cause and other than as a result of
death or Permanent Disability (as defined hereinafter) or if Xxxxxx terminates his employment for
Good Reason (as hereinafter defined), the Company shall pay Xxxxxx in full satisfaction of its
obligations to him the following amounts:
i. (A) The Base Salary accrued to the date of termination of employment, and (B) any amounts
payable under all applicable Company plans or programs, determined pursuant to the terms of such
plans or programs, such amounts to be paid in full on the first business day of the month following
such termination (the amounts in Clauses (A) and (B), collectively, the “Accrued Amounts”); plus
ii. A cash lump sum payment of pro rata Bonus, equal to the higher of the current year target
amount (i.e. target amount being 44% of current year Base Salary) of Bonus payable to Xxxxxx or the
actual Bonus paid or payable for performance in the
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year prior to the year of termination, multiplied by a fraction the numerator of which is the
number of days from January 1 of the year of termination to the termination date and the
denominator of which is 365 (but without duplication of any Bonus payout for the year of
termination that is part of the Accrued Amounts), paid in full at the same date as payment is
required under clause (i) above; plus
iii. A cash lump sum payment in respect of vacation days accrued according to the Company’s
rules to the date of termination that Xxxxxx has not taken (the “Vacation Payment”), paid in full
at the same date as payment is required under clause (i) above, or on such earlier date as may be
required by law; plus
iv. Payment for any unreimbursed Business Expenses, paid in full at the same date as payment
is required under clause (i) above; plus
v. An additional amount (the “Termination Amount”) equal to two times the sum of (a) Xxxxxx’x
Base Salary (calculated at the salary level in effect at the time of termination, as adjusted
pursuant to Section 2(a)), plus (b) the higher of the current year target amount of Bonus payable
to Xxxxxx or the actual Bonus paid or payable for performance in the year prior to the year of
termination, plus (c) an amount equal to the annual cost of medical plan benefits under COBRA or
similar plan, payment of the Termination Amount being subject to the execution of a Release
pursuant to Section 10. The Termination Amount (less applicable taxes) shall be payable in one
lump sum within 30 days following the date of termination and receipt of the executed Release
pursuant to Section 10; plus
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vi. Any amounts payable under the Noncompetition Agreement referenced in Section 6(b).
(b) Definition of Good Reason. “Good Reason” shall mean (i) the failure of the
Company to pay any amount due under this Agreement; (ii) a material breach of this Agreement by the
Company; (iii) a meaningful diminution by the Company in the title, status, duties, powers,
responsibilities or authority of Xxxxxx; (iv) the failure of any successor to the Company (through
merger or acquisition of assets or any other transaction that constitutes a Sale Event in which
liabilities of the Company of this nature are to be assumed) to assume and fully perform all of the
remaining obligations of the Company under this Agreement; or (v) the Company requires Xxxxxx to
be based at any office more than ten miles from White Plains, New York; provided, however, that
none of the foregoing events or matters shall be deemed to constitute Good Reason if the Company
has, prior to the date of termination, fully cured and corrected the event or matter that would
have constituted Good Reason. In addition, Xxxxxx may elect to terminate for “Good Reason” during
the period of 3 (three) months that begins 6 (six) months after a transaction or series of
transactions in which the persons who on the date of this Agreement beneficially owned the Common
Stock of the Company, the Class A Preferred Stock of the Company, and the Class B Preferred Stock
of the Company have, in the case of each such class of stock, ceased to beneficially own at least
50% of that class of stock and such persons, in the aggregate but regardless of whether acting as a
group, no longer beneficially own securities of the Company that enable them to effectively control
the Company through the power to elect at least 50% of the members of the Board of Directors (for
this purpose, “beneficially own” and related terms shall
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have the meaning ascribed to them under Section 13(d) of the Securities Exchange Act of 1934, as
amended).
4. TERMINATION OF EMPLOYMENT DUE TO PERMANENT DISABILITY OR DEATH
If Xxxxxx shall be unable to perform the essential functions of his employment hereunder, with
reasonable accommodation, because of illness, physical or mental disability or other incapacity for
a period of 180 days in any 365 consecutive day period, or upon diagnosis of a permanent or
complete disability (in either event, a “Permanent Disability”), the Company may terminate Xxxxxx’x
employment 30 days after written notice to Xxxxxx if Xxxxxx has not resumed the full-time
performance of his duties before the end of such 30-day period. The existence of a Permanent
Disability shall be determined by a medical doctor reasonably acceptable to the Company and to
Xxxxxx. Xxxxxx’x employment shall end automatically upon Xxxxxx’x death. Upon any termination for
Permanent Disability or death, the Company shall pay Xxxxxx or Xxxxxx’x estate in full satisfaction
of its obligations to him the Accrued Amounts, the Vacation Payment, any unreimbursed Business
Expenses, and a cash lump sum payment of pro rata Bonus equal to the current year target amount of
Bonus payable to Xxxxxx multiplied by a fraction the numerator of which is the number of days from
January 1 of the year of termination to the termination date and the denominator of which is 365
(but without duplication of any Bonus payout for the year of termination that is part of the
Accrued Amounts). Payments under this Section 4 shall be made within 30 days after the termination
event, and amounts payable under the Noncompetition Agreement referenced in Section 6(b) shall be
payable in accordance with that Agreement.
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5. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY XXXXXX WITHOUT GOOD REASON
The Company may terminate Xxxxxx’x employment for Cause and Xxxxxx may terminate his
employment voluntarily without Good Reason, in each case subject to the notice requirement set
forth in this Section 5. If, within such notice period, the grounds for termination by the Company
for Cause are cured as expressly permitted hereunder, the notice of termination shall be void and
no termination pursuant to such notice shall occur.
(a) Company Obligations. If the Company terminates Xxxxxx’x employment for Cause, or
if Xxxxxx terminates his employment without Good Reason, the Company shall pay Xxxxxx in full
satisfaction of its obligations to him the Accrued Amounts, any unreimbursed Business Expenses,
plus Vacation Payment, plus, if termination is not by the Company for Cause, a cash lump sum
payment of pro rata Bonus equal to the current year target amount of Bonus payable to Xxxxxx
multiplied by a fraction the numerator of which is the number of days from January 1 of the year of
termination to the termination date and the denominator of which is 365 (but without duplication of
any Bonus payout for the year of termination that is part of the Accrued Amounts). Payments under
this Section 5 shall be made within 30 days after the termination date. In addition, the Company
shall pay to Xxxxxx any amounts payable under the Noncompetition Agreement referenced in Section
6(b) at the times specified in the Noncompetition Agreement.
(b) Definition of Cause. “Cause” shall mean (i) any action by Xxxxxx involving theft,
fraud, embezzlement or other act of similarly grave misconduct that results in significant damage
to the business or reputation of the Company; (ii) any
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material breach of the provisions of Section 6 of this Agreement by Xxxxxx or any material breach
of any other material provision of this Agreement by Xxxxxx; (iii) any action by Xxxxxx involving
material malfeasance or material misconduct in connection with his employment, continuing failure
to perform any material duties hereunder, or failure to follow any lawful, reasonable and material
direction of the Chief Executive, President or Board of Directors of the Company; or (iv) Xxxxxx’x
conviction of any felony that involves dishonesty, fraud, or moral turpitude.
(c) Notice of Termination. Termination of employment for Cause shall be made by
delivering to Xxxxxx a letter signed by a majority of the Board of Directors of the Company,
specifying, in factual detail, grounds for termination and providing Xxxxxx with a 30-day period to
cure such grounds if cure is possible. If cure is not effected, termination shall be effective at
the end of the 30-day period, provided, however, that Xxxxxx shall have the opportunity, if he so
desires, to place the matter before the Board of Directors of the Company, by means of a personal
appearance by him and his counsel, before such termination shall be effective. The Company and
Xxxxxx agree that they both are obligated to conduct the in-person meeting contemplated herein
within 30 days of the notice of termination for Cause. Any termination of employment by Xxxxxx
without Good Reason shall only become effective at least 30 (thirty) days after written notice to
the Company from Xxxxxx.
6. NONDISCLOSURE OF CONFIDENTIAL INFORMATION; NONCOMPETITION
(a) Nondisclosure. Xxxxxx shall not at any time during or after his employment
hereunder, without the prior written consent of the Company, make any use
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of or disclose to any person or entity any Confidential Information, as defined herein, except (i)
while employed by the Company, in connection with the business of and for the benefit of the
Company or (ii) as required by law. “Confidential Information” shall mean material non-public
information concerning the Company’s financial data, strategic business plans, product development
(or other proprietary product data), customer lists, consignments, transactions, estimates,
marketing plans, personnel and compensation, and other material non-public proprietary or
confidential information of the Company, its affiliates or its customers or clients.
Notwithstanding the foregoing, subsequent to the termination of his employment with the Company,
Xxxxxx may share with (i) potential investors in connection with starting a new business venture or
(ii) potential employers information by business unit concerning the acquisition price, historical
revenue data, EBITDA and net EBITDA.
(b) Noncompetition. Xxxxxx shall be subject to a Noncompetition Agreement, to be
embodied in a separate document to this Employment Agreement, and the Noncompetition Agreement,
when executed, shall be deemed a material term of this Employment Agreement. Payments to Xxxxxx
for his entry into and performance under the Noncompetition Agreement shall be made as specified in
such Noncompetition Agreement.
7. OBLIGATIONS ON TERMINATION. Upon the termination of Xxxxxx’x employment under this
Agreement by either party, Xxxxxx shall:
(a) Within seven (7) days of a request from the Company resign from each and every office held
by him with Company. and his membership in any organization acquired by virtue of his employment
under this Agreement, and should he fail to do so
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he hereby irrevocably authorizes the Board of Directors of the Company in his name and on his
behalf to sign any documents and do any thing necessary or requisite to give effect thereto; and,
(b) Deliver to the Company all property in his possession or under his control that belongs to
the Company including but not limited to keys, security and computer passes, computer hardware,
software and files, cellular phones and beepers, facsimile machines, modems, and all documents and
other records (whether on paper, magnetic tape, computer disk or in any other form and including
correspondence, lists of clients or customers, notes, memoranda, software, plans, drawings and
other documents and records of whatsoever nature and all copies thereof) made or compiled or
acquired by Xxxxxx during his employment hereunder and concerning the business, finances or affairs
of the Company or its clients or customers. Notwithstanding the foregoing, Xxxxxx shall be
entitled to retain the three laptop computers he currently utilizes, including standard software
programs contained on such laptop computers, but excluding any proprietary information of the
Company. For purposes of this provision 7(b), records containing the names, addresses and contact
information of persons collected in the course of Xxxxxx’x employment under this Agreement shall
not be deemed proprietary information of the Company and Xxxxxx is hereby authorized to retain a
copy of such records.
8. NO MITIGATION OF DAMAGES OFFSET. Xxxxxx shall not be required to mitigate any
amounts due Xxxxxx provided under this Agreement by seeking other employment or otherwise. Any
payments made by the Company to Xxxxxx after the termination of employment shall not be subject to
offset and shall not be reduced by any compensation Crecca receives from any subsequent employment.
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9. NOTICES. All notices or communications hereunder shall be in writing, addressed as
follows:
To the Company:
Haights Cross Communications, LLC
00 Xxx Xxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
00 Xxx Xxxx Xxxxxx
Xxxxx Xxxxx, XX 00000
with a copy to:
Xxxxx X. Xxxxx, Esq.
Xxxxxxx Procter LLP
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
Xxxxxxx Procter LLP
Xxxxxxxx Xxxxx
Xxxxxx, XX 00000-0000
To Xxxxxx:
00 Xxx Xxxx Xxxxx
Xxxxx, XX 00000
Xxxxx, XX 00000
with copy to:
Xxxxxx Xxxx & Partners
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxx
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxx
Any such notice or communication shall be sent certified or registered mail, return receipt
requested, postage prepaid, addressed as above (or to such other address as such party may
designate in a notice duly delivered as described above), and such notice shall be deemed to be
given on the third business day after the actual date of mailing.
10. RELEASE. Upon any termination of employment pursuant to Section 3 or 4, Xxxxxx
agrees to enter into a Separation and Release Agreement, in the form attached hereto as Exhibit A,
of all his rights and obligations in respect of the Company, other than Xxxxxx’x rights and
obligations under this Agreement and the Noncompetition Agreement. The Separation and Release
Agreement shall be entered into by Xxxxxx within 5 business days after any termination of
employment pursuant to Section 3 or 4.
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Xxxxxx (or, in the event of Xxxxxx’x death or disability, his estate or personal representative)
shall be required to provide such Separation and Release Agreement to the Company and such
Separation and Release Agreement must become irrevocable before the Company shall be required to
make any payments to Xxxxxx under Sections 3(a)(ii, 3(a)(v), 3(a)(vi), or the pro rate bonus
pursuant to Section 4 of this Agreement, or under Section 3 of Xxxxxx’x Noncompetition Agreement,
and as a condition to the Company’s obligation to make such payments.
11. SEVERABILITY AND WAIVER. If any provision of this Agreement shall be declared to
be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not
affect the remaining provisions hereof, which shall remain in full force and effect. Failure to
insist upon strict compliance with any of the terms of this Agreement shall not be deemed a waiver
of such term unless such waiver is in writing signed by the party against whom it is asserted. Any
waiver of any right hereunder at any time shall not be deemed a waiver at any other time or times.
12. LEGAL FEES. Each party shall bear its own legal fees and other fees and expenses
which may be incurred in enforcing its respective rights under this Agreement, except as provided
in this Section 12. In addition to the reimbursement of Xxxxxx’x expenses provided under Section
2(f), all reasonable costs and expenses (including fees and disbursements of counsel) incurred by
Crecca in enforcing his rights pursuant to this Agreement shall be reimbursed to Xxxxxx promptly by
the Company in the event that Xxxxxx is successful in enforcing such rights.
13. ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the
heirs and representatives of Crecca and the assigns and successors of the
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Company, but neither this Agreement nor any rights hereunder shall be assignable by Xxxxxx (except
by will or by operation of the laws of intestate succession) or by the Company, except that the
Company may assign this Agreement to any affiliate or to any successor (whether by merger, purchase
or otherwise) to all or substantially all of the stock, assets or businesses of the Company, if
such affiliate or successor expressly agrees to assume the obligations of the Company hereunder
and, in the case of any assignment other than to an affiliate of the Company, Xxxxxx consents to
such assumption, which consent shall not be unreasonably withheld.
14. AMENDMENT. This Agreement may only be amended by a written agreement signed by
Xxxxxx and the Company.
15. SURVIVAL. The respective rights and obligations of the parties hereunder shall
survive any termination of this Agreement to the extent necessary to the intended preservation of
such rights and obligations.
16. DISPUTE RESOLUTION. This Agreement shall be construed, interpreted and governed
in accordance with the laws of the State of New York, without reference to conflicts of law rules,
In the event of any dispute arising out of, under or relating to this Agreement, the parties shall
first endeavor in good faith to resolve such dispute by negotiation. In the event that they are
unable to do so, the parties shall enter into mediation using a mediator acceptable to both
parties. In the event that such mediation does not result in a settlement of the dispute, then the
parties hereby consent to arbitrate the dispute before the American Arbitration Association in New
York City.
17. INTERPRETATION. The headings of Sections of this Agreement are for convenience of
reference only and are not intended to qualify the meanings of the
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Section. Any reference to a Section number shall refer to a Section of this Agreement, unless
otherwise stated.
18. EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire understanding
between the parties hereto and supersedes in all respects any prior or other agreement or
understanding, whether oral or written, between the Company and Xxxxxx with respect to Xxxxxx’x
employment.
19. TAX LAW COMPLIANCE.
(a) Compliance with Code Section 409A. In the event that, as a result of Section 409A
of the Internal Revenue Code (the “Code”) (and any related regulations or other pronouncements),
any of the payments that Xxxxxx is entitled to under the terms of this Agreement or any other plan
or arrangement of the Company involving deferred compensation (as defined under Code Section 409A)
may not be made at the time contemplated by the terms hereof or thereof without causing Xxxxxx to
be subject to constructive receipt of income at a date prior to actual payment or an income tax
penalty or interest, and the timing of payment is the sole cause of such adverse tax consequences,
the Company will make such payment on the earliest date thereafter that a distribution could be
triggered under Code Section 409A without Xxxxxx incurring such adverse tax consequences. In the
case of any payment triggered by termination of employment hereunder, in the event of any delay in
the payment date under this Section 19, the Company will adjust the payments to reflect the
deferred payment date by crediting interest thereon at the prime rate in effect at the time such
amount first would have been payable, as quoted by the Company’s principal lending bank. In
addition, other provisions of this Agreement or any other such plan or arrangement notwithstanding,
the
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Company shall have no right to accelerate or delay any such payment or to make any such payment as
the result of any specific event except to the extent permitted under Section 409A without
resulting in adverse tax consequences.
(b) Golden Parachute Excise Tax. Other provisions of this Agreement the contrary
notwithstanding, to the extent that any of the payments and benefits provided for under this
Agreement or any other agreement or arrangement between the Company and Xxxxxx (collectively, the
“Payments”) (i) constitute a “parachute payment” within the meaning of Section 280G of the Code
and (ii) but for this Section 19(b), would be subject to the excise tax imposed by Section 4999 of
the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount
which would result in no portion of such Payments being subject to excise tax under Section 4999 of
the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and
local income taxes payable by Xxxxxx and the excise tax imposed by Section 4999 payable by Xxxxxx,
results in Xxxxxx’x receipt on an after-tax basis of the greatest amount of economic benefits under
this Agreement, notwithstanding that all or some portion of such benefits may be taxable under
Section 4999 of the Code. Unless Xxxxxx and the Company otherwise agree in writing, any
determination required under this Section shall be made in writing by independent advisors selected
by the Company (the “Advisors”), whose determination shall be conclusive and binding upon Xxxxxx
and the Company for all purposes. For purposes of making the calculations required by this Section
19(b), the Advisors may make reasonable assumptions and approximations concerning applicable taxes
and may rely in reasonable, good faith interpretations concerning the application of Section 280G
and 4999 of the Code. The Company and Xxxxxx shall furnish to the
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Advisors such information and documents as the Advisors may reasonably request in order to
make a determination under this Section 19(b). If this Section 19(b) is applied to reduce an
amount payable to Xxxxxx, and the Internal Revenue Service successfully asserts that, despite the
reduction, Xxxxxx has nonetheless received payments which are in excess of the maximum amount that
could have been paid to him without being subjected to any excise tax, then, unless it would be
unlawful for the Company to make such a loan or similar extension of credit to Xxxxxx, Xxxxxx may
repay such excess amount to the Company as though such amount constitutes a loan to Xxxxxx made at
the date of payment of such excess amount, bearing interest at the prime rate of the Company’s
principal lending bank.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the date and year first above
written.
| HAIGHTS CROSS COMMUNICATIONS, INC. |
||||
| By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | |||
| Xxxxxxxxxxx X. Xxxxxxx, Director | ||||
| /s/ Xxxx X. Xxxxxx | ||||
| Xxxx X. Xxxxxx | ||||
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