Exhibit 10(v)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, made as of this 1st day of October, 1998, by and
between OMNICORDER TECHNOLOGIES, INC., a Delaware corporation with its principal
place of business at 00 X. Xxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxx 00000 (the
"Company") and Xxxxx X XxXxxxx, an individual residing at 0 Xxxxxxxxx Xxxxx,
Xxxxxxxx, XX 00000 (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as the Chief
Financial Officer and wishes to acquire and be assured of Executive's continued
services on the terms and conditions hereinafter set forth;
WHEREAS, the Executive desires to be employed by the Company as the
Chief Financial Officer and to perform and to serve the Company on the terms and
conditions hereinafter set forth; and
NOW THEREFORE, in consideration of the mutual terms, covenants,
agreements and conditions hereinafter set forth, the Company and the Executive
hereby agree as follows:
1. Employment. The Company hereby employs the Executive to serve as an
executive of the Company, and the Executive hereby accepts such employment with
the Company, for the period set forth in Section 2 hereof. The Executive's
principal place of employment shall be at the Company's offices in Stony Brook,
New York, or at such other location as shall be mutually acceptable to the
Executive and the Company (it being understood that an office in New York,
Nassau or Suffolk County shall be acceptable to the Executive). The Executive
hereby accepts such employment and agrees to undertake the duties and
responsibilities inherent in such position.
2. Term. Unless earlier terminated as provided in this Agreement, the
initial period of employment shall be in a part time capacity in which the
Executive shall dedicate not less than eighty hours per month in the service of
the Company and the term of the Executive's employment under this Agreement
shall be a period beginning as of October 1, 1998 (the "First Engagement Date")
and ending six months thereafter (such period or, if the Executive's employment
hereunder is earlier terminated, such shorter period, being hereinafter called
the "Preliminary Employment Term). Upon the successful completion of financing
within the Preliminary Employment Term which provides minimum net proceeds to
the Company of $4 million, the Executive's capacity shall then change to
full-time. The term of Executive's full-time employment under these
circumstances shall be a period of twelve months from commencement of full-time
employment (such period or, if the Executive's employment hereunder is earlier
terminated, such shorter period, being hereinafter called the "Employment
Term"). Renewal of this Agreement after the Employment Term shall be subject to
mutual agreement, in writing, of the Company and Executive, entered into within
60 days prior to the end of the Employment Term. If this Agreement is renewed
one or more times, each renewal period shall then be referred to as the
Employment Term.
3. Duties and Authority.
(a) Duties. The Executive shall be employed as the Chief Financial
Officer of the Company, shall faithfully and competently perform such duties at
such times and places and in such manner as the Board may from time to time
reasonably direct. Except or as otherwise may be approved in advance by the
Board, and except during vacation periods and reasonable periods of absence due
to sickness, personal injury, family leave as permitted by law, or other
disability, the Executive shall devote Executive's full time throughout the
Employment Term to the services required of Executive hereunder. Executive shall
render Executive's services exclusively to the Company during the Employment
Term and shall use Executive's best efforts, judgment and energy to improve and
advance the business and interests of the Company in a manner consistent with
the duties of Executive's position.
(b) Authority. The Executive shall have all the usual and
necessary authority, duties and responsibilities of a Chief Financial Officer,
in the operation of the Company's business, subject to the supervision and
authority of the Board.
(c) Board Membership. The Company will use its best efforts to
cause Executive to be appointed as a Director upon the commencement of the
Preliminary Employment Term, and to be nominated as a Director of the Company at
each Annual Meeting of shareholders throughout the Employment Term.
4. Salary
(a) Salary. In consideration of the services the Executive renders
to the Company hereunder, the Company shall pay the Executive a salary at an
annual rate of $60,000 during the Preliminary Employment Term and a salary at an
annual rate of $120,000 during the Employment Term, payable in regular intervals
in accordance with the Company's payroll practices, subject to upward adjustment
as the Board or any compensation committee thereof may deem appropriate. The
Executive shall also be eligible for annual bonuses, as the Board or any
compensation committee thereof may deem appropriate. Upon termination of this
Agreement, except if the Company attempts to terminate this Agreement without
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Cause (as defined in Paragraph 7), payments made pursuant to this section shall
cease; provided, however, that the Executive shall be entitled to payments for
periods or partial periods that occurred prior to the date of termination and
for which the Executive has not yet been paid. In the event the Company
terminates this Agreement without "Cause" as defined in paragraph 7, the Company
will pay as liquidated damages, the balance of Executive's salary and benefits
(excluding stock options not yet granted or vested) for the balance of the
current Employment Term.
Any vacation time not used by Executive during any year of the
Employment Term shall be carried over to succeeding years; however, Executive
will not take in excess of four continuous weeks of vacation utilizing such
carried over vacation time. Payment shall be made to Executive for any unused
vacation time upon the end of the Employment Term.
(b) Withholding, Etc. The payment of any amounts hereunder shall
be subject to income tax, social security and other applicable withholdings.
5. Benefits. During the Employment Term (except as provided in
subparagraph (e) below), the Executive shall be entitled to:
(a) Participate in all executive fringe benefits, pension,
savings, life insurance, disability, stock option, profit sharing, medical,
health or other welfare benefit plans that may be provided by the Company for
its key executives in accordance with the provisions of any such plans, as the
same may be in effect on and after the commencement of the Employment Term.
Executive will be granted stock options, exercisable for a
term of five years from vesting, as of the commencement of the Employment Term,
under the Company's 1998 Stock Option Plan or such other plan as then in effect
(the "Plan") to purchase 100,000 shares of Common Stock at a price per share
equal to the price per share of the Company's initial public offering or the
first financing triggering the commencement of the Employment Term (which, in
the case of securities convertible into, or exercisable for, Common Stock, shall
be equal to such conversion or exercise price), as the case may be. Such grant
will vest in installments as follows: (i) 25% upon the commencement of the
Employment Term; and (ii) 25% on each anniversary thereafter until all options
are vested, provided the Executive is still employed at the time of vesting of
each such installment.
Additionally, the Executive will be granted a bonus of additional
stock options under the Plan to purchase 50,000 shares of Common Stock,
exercisable for a term of five years as further provided below, if the Company's
Common Stock achieves a price of at least $22 per share (as adjusted for stock
splits, stock
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dividends and similar events) for a period of at least ten consecutive trading
days, based on the closing trading price (the "Trading Price") of the Company's
Common Stock, or if same is not reported on any exchange or quotation system on
which the Company's securities trade, then based on the mean between the bid and
ask price on each such trading day. If the Company's securities are not then
listed or traded, then the threshold to trigger the grant and the exercise price
of such options shall be based on the Company's valuation in a private financing
(based on the price per share of Common Stock in such financing, or based upon
the conversion or exercise price of securities convertible into or exercisable
for Common Stock in such financing, as the case may be). The stock options will
be granted with an exercise price equal to $22 per share, as adjusted for stock
splits, stock dividends and similar events. Such options, if granted, will vest
25% on issuance and 25% annually on the anniversary of the grant of the stock
option bonus, provided Executive is employed at each such vesting date. The
exercise period of options granted under each such installment will be for a
five year term commencing on the later of (x) or (y):
(x) is for (i) first installment - 12 months after commencement of the
Employment Term; (ii) second installment - 24 months after commencement of
the Employment Term; (iii) third installment - 36 months after commencement of
the Employment Term; and (iv) fourth installment - 48 months after commencement
of the Employment Term.
(y) is the vesting of each such installment.
A second bonus of additional stock options under the Plan will be
granted to the Executive to purchase 50,000 shares of Common Stock, exercisable
for a term of five years as further provided below, if the Trading Price of the
Company's Common Stock is $45 or more for a period of at least ten consecutive
trading days. If the Company's securities are not then listed or traded, then
the threshold to trigger the grant and the exercise price of such options shall
be based on the Company's valuation in a private financing (again, based on the
per share price of Common Stock in such financing or based on the conversion or
exercise price of securities convertible into or exercisable for Common Stock,
as the case may be). The stock options will be granted at an exercise price of
$45 per share, subject to adjustment for stock splits, stock dividends and
similar events. Such options, if granted, will vest 25% on issuance and 25%
annually on the anniversary of the grant of the stock option bonus, provided
Executive is employed at each such vesting date. The exercise period of each
such installment will be for a five year term commencing on the later of (x) or
(y):
(x) is for (i) first installment - 24 months after commencement of the
Employment Term; (ii) second installment - 36 months after commencement of the
Employment Term; (iii) third installment - 48
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months after commencement of the Employment Term; and (iv) fourth installment -
60 months after commencement of the Employment Term.
(y) is the vesting of each such installment.
The number of shares subject to options and the exercise prices
provided herein shall be appropriately adjusted in the event of stock splits,
stock dividends or similar events.
(b) 20 annual paid vacation days in each year of employment; such
vacation to be taken at a time mutually convenient to Company and the Executive;
(c) 10 days paid sick leave and 2 paid personal days in each year
of employment;
(d) 10 days of paid holidays during each calendar year;
(e) Reimbursement on and after the First Engagement Date for all
reasonable and necessary out-of-pocket business expenses, properly receipted or
otherwise documented, incurred by the Executive in the performance of
Executive's duties hereunder in accordance with the Company's policies.
6. Developments and Confidential Information. The Executive hereby
covenants, agrees and acknowledges as follows:
(a) The Company is engaged in a continuous program of
research, design, development, production, marketing and servicing with respect
to its business.
(b) The Executive's employment hereunder creates a
relationship of confidence and trust between the Executive and the Company with
respect to certain information pertaining to the business of the Company and its
Affiliates (as hereinafter defined) or pertaining to the business of any client
or customer of the Company or its Affiliates which may be made known to the
Executive by the Company or any of its Affiliates or by any client or customer
of the Company or any of its Affiliates or learned by the Executive during the
period of Executive's employment by the Company.
(c) The Company possesses and will continue to possess
information that has been created, discovered or developed by, or otherwise
become known to it (including, without limitation, information created,
discovered or developed by, or made known to, the Executive during the period of
Executive's employment or arising out of Executive's employment) or in which
property rights have been or may be assigned or otherwise conveyed to the
Company, which information has commercial value in the business in which the
Company is engaged and is treated by the Company as confidential.
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(d) Any and all inventions, products, discoveries,
improvements, processes, manufacturing, marketing and services methods or
techniques, formulae, designs, styles, specifications, data bases, computer
programs (whether in source code or object code), know-how, strategies and data,
whether or not patentable or registrable under copyright or similar statutes,
made, developed or created by the Executive (whether at the request or
suggestion of the Company, any of its Affiliates, or otherwise, whether alone or
in conjunction with others, and whether during regular hours of work or
otherwise) during the period of Executive's employment by the Company which
directly pertain to the business, products, or processes of the Company or any
of its Affiliates (collectively hereinafter referred to as "Developments"), will
be promptly and fully disclosed by the Executive to an appropriate executive
officer of the Company (other than the Executive) without any additional
compensation therefor, including, without limitation, all papers, drawings,
models, data, documents and other material pertaining to or in any way relating
to any Developments made, developed or created by Executive as aforesaid. For
the purposes of this Agreement, the term "Affiliate" or "Affiliates" shall mean
any person, corporation or other entity directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company. For
the purposes of this definition, "control" when used with respect to any person,
corporation or other entity means the power to direct the management and
policies of such person or entity, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.
(e) The Executive will keep confidential and will hold for the
Company's sole benefit any Development which is to be the exclusive property of
the Company under this Section 6 for which no patent, copyright, trademark or
other right or protection is issued.
(f) The Executive also agrees that the Executive will not
without the prior approval of the Board (i) use for Executive's benefit or
disclose at any time during Executive's employment by the Company, or
thereafter, except to the extent required by the performance by Executive of
Executive's duties as an executive of the Company, any information known to,
obtained or developed by Executive while in the employ of the Company with
respect to any Developments or with respect to any customers, clients,
suppliers, products, services, prices, executives, financial affairs, or methods
of design, distribution, marketing, service, procurement or manufacture of the
Company or any of its Affiliates, or any confidential matter, except information
which at the time is generally known to the public other than as a result of
disclosure by Executive not permitted hereunder, or (ii) take with Executive
upon leaving the employ of the Company any document or paper
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relating to any of the foregoing or any physical property of the Company or any
of its Affiliates.
(g) The Executive acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 6 would be
inadequate and, therefore, agrees that the Company and its Affiliates shall be
entitled to injunctive relief in addition to any other available rights and
remedies in case of any such breach or threatened breach; provided, however,
that nothing contained herein shall be construed as prohibiting the Company or
any of its Affiliates from pursuing any other rights and remedies available for
any such breach or threatened breach.
(h) The Executive agrees that upon termination of Executive's
employment by the Company for any reason, the Executive shall forthwith return
to the Company all documents and other property in Executive's possession or
under the Executive's control belonging to the Company or any of its Affiliates.
(i) The Executive represents and warrants that he has
terminated employment with one or more prior employers and that his employment
by the Company and the use by the Company of any skills and knowledge that he
may have, are not in violation of the terms of any contract that he is a party
to or any other applicable provision of the law.
(j) The Executive represents and warrants that his performance
of all the terms of this Agreement and his duties as an employee of the Company
does not now and will not knowingly breach any agreement to keep in confidence
confidential information acquired by him in confidence or in trust prior to his
employment with the Company. The Executive further represents and warrants that
he has not entered into and he will not enter into any agreement either written
or oral in conflict herewith.
(k) Notwithstanding the foregoing, the following will not
constitute confidential information for purposes of this Agreement: (i)
information which is or becomes publicly available other than as a result of
disclosure by the Executive; or (ii) information designated by the Company as no
longer confidential.
(l) The Executive represents and warrants that he has not
brought and will not bring with him to the Company or use in the performance of
his responsibilities at the Company (a) any materials, documents or confidential
information of a former employer which are not generally available to the
public, unless he has obtained written authorization from the former employer
for their possession and use, or (b) any confidential information which he knows
or should have known has been acquired by improper means, or otherwise
misappropriated from another person.
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(m) Without limiting the generality of Section 9 hereof, the
Executive hereby expressly agrees that the foregoing provisions of this Section
6 shall be binding upon the Executive's heirs, successors and legal
representatives.
7. Termination.
(a) The Executive's employment hereunder shall be terminated:
(i) upon death of the Executive; or
(ii) upon the Executive's inability to perform
Executive's duties on account of disability or incapacity for a period of ninety
(90) or more days, whether or not consecutive, occurring within any period of
twelve (12) consecutive months, such termination to take effect on 30 days prior
written notice from the Company to the Executive. A determination of disability
shall be made by a physician satisfactory to both the Executive and the Company;
provided that if the Executive and the Company do not agree on a physician, they
shall each select a physician and these two together shall select a third
physician, whose determination as to disability shall be binding on all parties;
or
(iii) at any time, for Cause (as hereinafter
defined), such termination to take effect immediately upon written notice from
the Company to the Executive, except in case of subparagraph 7(a)(iv)(3) or (4)
below, in which case termination shall only take effect after Executive has been
given written notice of specifications and a reasonable opportunity to cure any
matter referred to therein and same shall not be cured within such time; or
(iv) upon expiration of the Employment Term.
The following actions, failures or events shall constitute "Cause"
for termination within the meaning of clause (iii) above: (1) conviction of a
felony, (2) acts of dishonesty or moral turpitude constituting fraud or
embezzlement or otherwise materially adversely affecting the business or
properties of the Company and/or its Affiliates, (3) failure by the Executive to
obey the reasonable and lawful orders of the Board of Directors of the Company
or (4) repeated negligence by the Executive in the performance of, or willful
disregard by the Executive, of Executive's obligations hereunder. If the
Executive contests, in good faith, whether termination for "Cause" is proper,
said dispute shall be immediately referred to arbitration in Nassau County, New
York, in accordance with provisions of Paragraph 15. Pending the resolution of
such dispute, Company shall continue to pay Executive his salary and benefits.
Whether Executive must return any of said
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amounts if it is ultimately determined that termination for "Cause" was proper
shall be decided by the Arbitrator.
(b) Notwithstanding anything to the contrary expressed or implied
herein, except as required by applicable law, and except if the Company
terminates Executive's employment without Cause, and except under the
circumstances described in paragraph 8 below, the Company (and its Affiliates)
shall not be obligated to make any payments to the Executive or on Executive's
behalf of whatever kind or nature by reason of the Executive's cessation of
employment, other than (i) such amounts, if any, of Executive's salary and bonus
as shall have accrued and remained unpaid as of the date of said cessation and
(ii) such other amounts which may be then otherwise payable to the Executive
from the Company's benefits plans or reimbursement policies, if any.
8. Non-Competition.
(a) During the period during which Executive is employed
hereunder and, at the Company's option and subject to the Company continuing to
pay (except as provided in subparagraph (c) below) the Executive all salary and
benefits (but not stock options) paid to him in the year preceding his
termination or expiration hereof, during the one year period following such
termination or expiration (the "Non-Competition Period"):
(i) the Executive will not make any statement or
perform any act intended to advance an interest of any existing or prospective
competitor of the Company or any of its Affiliates in any way that will or may
injure an interest of the Company or any of its Affiliates in its relationship
and dealings with existing or potential customers or clients, or solicit or
encourage any other executive of the Company or any of its Affiliates to do any
act that is disloyal to the Company or any of its Affiliates or inconsistent
with the interest of the Company or any of its Affiliate's interests or in
violation of any provision of this Agreement;
(ii) the Executive will not solicit, divert or
take away, or attempt to divert or to take away, the business or patronage of
any of the clients, customers, dealers, distributors, representatives or
accounts, or prospective clients, customers, dealers, distributors,
representatives or accounts, of the Company or its Affiliates which were
contacted, solicited or served by employees of the Company while the Executive
was employed by the Company;
(iii) the Executive will not directly or indirectly
(as a director, stockholder, officer, executive, manager, consultant,
independent contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for,
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participate in or be connected with (i) any business or organization which
engages in competition with the Company or any of its Affiliates in the United
States or any other geographical area where any business is presently carried on
by the Company or any of its Affiliates, or (ii) any business or organization
which engages in competition with the Company or any of its Affiliates in any
geographical area where any business shall be hereafter, during the period of
the Executive's employment by the Company, carried on by the Company or any of
its Affiliates, if such business is being carried on by the Company or any of
its Affiliates in such geographical area during the Non-Competition Period; and
(iv) the Executive will not directly or indirectly
solicit for employment, or advise or recommend to any other person that they
employ or solicit for employment, any employee of the Company or any of its
Affiliates; and
provided, however, that the provisions of this Section 8(a) shall not be deemed
to prohibit the Executive's ownership of not more than five percent (5%) of the
total shares of all classes of stock outstanding of any publicly held company.
(b) (i) The Executive further agrees that the limitations set
forth in this Section 8 (including, without limitation, any time or territorial
limitations) are reasonable and properly required for the adequate protection of
the businesses of the Company and its Affiliates. It is understood and agreed
that the covenants made by the Executive in this Section 8 (and in Section 6
hereof) shall survive the expiration or termination of this Agreement.
(ii) The Executive acknowledges and agrees that a
remedy at law for any breach or threatened breach of the provisions of this
Section 8 would be inadequate and, therefore, agrees that the Company and any of
its Affiliates shall be entitled to injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened breach;
provided, however, that nothing contained herein shall be construed as
prohibiting the Company or any of its Affiliates from pursuing any other rights
and remedies available for any such breach or threatened breach.
(c) (i) in the event the Executive is terminated during the
Employment Term without "Cause," the Company will pay to the Executive his then
current salary and benefits during the one year following such termination in
order to enforce the non-compete agreement;
(ii) in the event the Executive is terminated for
"Cause," he will be bound by the non-competition agreement, but
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will not be paid any amounts with respect to the one-year period after the
termination of his employment;
(iii) if the Executive leaves voluntarily before
the end of the Employment Term, but is not terminated by the Company, the
Company will not pay the Executive any amounts, but the Executive will still be
bound by the non-competition agreement for the one-year period after his
departure;
(iv) if the Executive finishes his initial
Employment Term, he will be paid for his non-compete for the one-year period
after the expiration of the initial term; and
(v) if this agreement is renewed for subsequent
terms, the above terms shall apply as if each renewal term was the original
Employment Term.
9. Non-Assignability. Neither this Agreement nor any right or interest
hereunder shall be assignable by the Executive, the Executive's beneficiaries,
or legal representatives without the Company's prior written consent; provided,
however, that nothing in this Section 9 shall preclude the Executive from
designating a beneficiary to receive any benefit payable hereunder upon the
Executive's death or incapacity.
10. Binding Effect. Without limiting or diminishing the effect of
Section 9 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns; except under no circumstances will the provisions
of paragraph 8 be binding upon the Executive's heirs, successors, legal
representatives or assigns.
11. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and either delivered in person or
sent by first class certified or registered mail, postage prepaid, if to the
Company, at the Company's principal place of business, and if to the Executive,
at Executive's home address set forth on the signature hereto, or to such other
address or addresses as either party shall have designated in writing to the
other party hereto.
12. Severability. The Executive agrees that in the event that any court
of competent jurisdiction shall finally hold that any provision of Section 6 or
8 hereof is void or constitutes an unreasonable restriction against the
Executive, such provision shall not be rendered void but shall apply to such
extent as such court may judicially determine constitutes a reasonable
restriction under the circumstances. If any part of this Agreement other than
Section 6 or 8 is held by a court of competent jurisdiction to be invalid,
illegible or incapable of being enforced in whole or in
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part by reason of any rule of law or public policy, such part shall be deemed to
be severed from the remainder of this Agreement for the purpose only of the
particular legal proceedings in question and all other covenants and provisions
of this Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other covenant
or provision.
13. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
14. Life Insurance. The Executive agrees that any time and from time to
time during the Term, he will, at the request and at the expense of the Company,
cooperate with the Company in obtaining insurance on his life up to $10,000,000
for the benefit of the Company and/or its stockholders. At the request of the
Company, the Executive will take such actions and execute and deliver such
documents that may be reasonably required in connection with the obtaining of
such insurance. The Executive acknowledges that the Company has, and its
stockholders have, an insurable interest in his life.
15. Entire Agreement; Modifications. This Agreement constitutes the
entire and final expression of the agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written,
between the parties hereto with respect to the subject matter hereof. This
Agreement may be modified or amended only by an instrument in writing signed by
both parties hereto.
16. Governing Law and Arbitration of Disputes. This Agreement shall be
construed and enforced in accordance with the internal laws of the State of New
York without regard to the conflicts of law principles thereof. Any dispute
arising hereunder shall be settled by arbitration in Nassau County, New York, in
accordance with the rules then obtaining of the American Arbitration Association
("AAA"). One Arbitrator will be chosen by the parties who shall be an attorney
experienced in labor and employment law. If the parties cannot agree on the
identity of the Arbitrator, he will be appointed by the head of the AAA in
Nassau County.
17. Additional Agreements. Executive agrees that upon grant of any
options to purchase the Company's Common Stock, he will sign an underwriter's
lock-up letter in the form attached hereto as Exhibit A, and will otherwise
abide by any restrictions, lock-ups or other limitations applicable to
stockholders generally and required by the Company or any financing source or an
underwriter
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conducting an offering of the Company's securities or in connection with any
other transaction where same may be requested; e.g., a merger, stock swap or
similar transactions.
18. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Executive have duly executed and
delivered this Agreement as of the day and year first above written.
OMNICORDER TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxx
-----------------------------
XXXX XXXXX
/s/ Xxxxx XxXxxxx
--------------------------------
XXXXX XxXXXXX
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