EXHIBIT 10.10
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into as of the 21st
day of January, 1997 by and between Dental Care Alliance, Inc., a Delaware
Corporation ("Company"), and Xxxxx X. Xxxxxxx, an individual resident of the
State of Florida ("Executive").
RECITALS
A. The Company is engaged in the business of, among other things,
providing management and consulting services to dental offices throughout the
United States (the "Business").
B. Executive has particular expertise and knowledge concerning the
Business and its operations.
C. The Company desires to employ Executive, and Executive desires to be
employed by the Company, as its Chief Financial Officer, subject to and upon the
terms and conditions set forth below.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. TERM
The term of this Agreement shall commence on the date hereof and shall
continue until the fourth (4th) anniversary hereof, unless otherwise
terminated in accordance with the terms hereof. This Agreement shall be
automatically renewed for successive one (1) year terms, unless sooner
terminated in accordance with the provisions hereof.
2. ENGAGEMENT AND SERVICES
2.1 DUTIES. For the term of this Agreement, including any and all
renewal terms hereof, unless otherwise terminated as provided
herein, Executive shall be the Chief Financial Officer of the
Company. In such capacity, Executive, subject to the direction of
the President of the Company (the "President") and the board of
directors of the Company (the `Board"), shall supervise the
overall financial, accounting and information systems of the
Company, as well as to provide input to the Company on business
strategy. Executive shall also perform such other duties and
exercise such other power and authority as may from time to time
be delegated to Executive by the President, PROVIDED, HOWEVER,
that such duties, power and authority are commensurate with
Executive's position with the Company.
2.2 EXCLUSIVE EMPLOYMENT. During the term of this Agreement,
Executive shall devote all of his business time, attention and
effort, including, without limitation, during normal business
hours, to the performance of his duties hereunder, and shall use
his best endeavors in the performance thereof, as well as to the
promotion of the general interest and welfare of the Company.
2.3 LOCATION OF PERFORMANCE. Executive shall perform his duties and
obligations hereunder primarily from the Company's main offices
located in Sarasota, Florida and, from time to time, at other
locations of the Company. Notwithstanding the foregoing,
Executive recognizes that he will be required by the Company to
travel from time to time in order to fulfill his duties and
obligations hereunder, and Executive agrees so travel as
necessary or required.
3. COMPENSATION AND RELATED MATTERS
3.1 BASE SALARY. The base salary ("Base Salary') of Executive,
following commencement of employment, shall be eighty-five
thousand dollars ($85,000), payable in installments consistent
with the Company's normal payroll schedule (subject to applicable
taxes and withholdings), or such greater amount as may be
determined each year by the Company at the annual review of
Executive. Notwithstanding the above, in the event of a public
offering by the Company, Executive's salary shall be increased to
one hundred and twenty thousand dollars ($120,000) and thereafter
be adjusted annually commensurate with that salary of a CFO with
a similarly sized public company.
3.2 OPTIONS. In addition to the Base Salary to be paid by the Company
to Executive pursuant to Section 3.1 hereof, the Company shall
grant Executive options (collectively, "Options") to purchase an
amount equal to 608 common shares in the Company computed as of
the date hereof. Such Options shall be exercisable in whole or in
part immediately. Options will expire on January 21, 2002. The
exercise or conversion price of the Warrants shall be at fair
market value.
4. EXPENSES
4.1 EMPLOYMENT RELATED EXPENSES. Except as otherwise provided herein,
the Company shall reimburse Executive for all reasonable and
necessary, actual out-of-pocket expenses paid or incurred by
Executive solely in connection with and in the course of the
performance of his duties under this Agreement consistent with
Company policy.
4.2 DETERMINATION OF REIMBURSABLE EXPENSES. All expenses for which
reimbursement is sought pursuant to this Section 4 must be
supported by receipts submitted by Executive to the Company. Such
reimbursement of expenses shall be paid by the Company to
Executive within thirty (30) days after Executive submits the
receipts therefor to the Company.
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5. BENEFITS
5.1 EMPLOYEE BENEFIT PROGRAMS. In addition to the compensation to be
paid by the Company to Executive pursuant to Section 3 hereof,
during the term of this Agreement, Executive shall also be
entitled to receive the following benefits: (i) participation in
a comprehensive group medical and dental insurance plan of the
Company with premiums to be reimbursed by the Company; (ii)
participation in such other benefit programs of the Company to
the extent such programs are provided to the other full-time
employees of the Company; (iii) paid holidays given by the
Company to all of its employees; and (iv) ten (10) paid vacation
days during the first full year of Executive's employment with
the Company and fifteen (15) paid vacation days for each
additional full year to be taken at such time or times as are
reasonably agreed upon between Executive and the President and in
accordance with the Company's then current policies regarding
vacation time for its full-time officers and executives.
5.2 LIFE INSURANCE. During the term of this Agreement, the Company
agrees to maintain a life insurance policy on the life of the
Executive, provided the Executive is then insurable, the amount
of such policy be equal to the Base Salary of Executive.
Executive shall have the right to designate the beneficiary of
such policy.
6. TERMINATION
6.1 TERMINATION FOR CAUSE. Notwithstanding anything contained in
this Agreement to the contrary, the Company, by written notice to
Executive, shall at all times have the right to terminate
Executive's employment hereunder for "Cause", as hereinafter
defined, effective immediately upon Executive's receipt of the
Company's written notice of such termination. For purposes of
this SECTION 6, "Cause" shall mean: -----------
(i) Any material violation by Executive of any local, state
or federal law or regulation, provided that Executive's
compliance with such law or regulation is material to
the performance of his duties under this Agreement, or
any conviction of a felony by Executive;
(ii) Executive's refusal or willful failure to fulfill, or
inability to perform, any material duties or
obligations required to be performed for the Company
hereunder for any reason, or Executive's refusal or
repeated failure to perform or adhere to the rules and
regulations of the Company established by the Company
from time to time, which refusal or failure is not
cured within fourteen (14) days after notice thereof is
given by the Company to Executive;
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(iii) Any theft, fraud or embezzlement committed by
Executive.
On the effective date of the termination of Executive for Cause pursuant hereto,
the Company shall have no further obligations or liabilities to or for the
benefit of Executive under this Agreement, except as provided in SECTION 6.5 of
this Agreement.
6.2 TERMINATION IN THE EVENT OF DEATH. Notwithstanding anything
contained in this Agreement to the contrary, this Agreement, and
all its obligations and liabilities of the parties hereunder,
shall immediately terminate in the event of Executive's death.
6.3 TERMINATION WITHOUT CAUSE. Notwithstanding anything contained
in this Agreement to the contrary, the Company shall at all times
have the right to terminate Executive's employment hereunder
without "Cause" and for any reason whatsoever by giving Executive
at least thirty (30) calendar days' prior written notice of its
intent to so terminate. In the event of the Company's election to
terminate Executive's employment hereunder pursuant to this
SECTION 6.3, such employment shall immediately and automatically
terminate upon the expiration of the thirty (30) calendar day
notice period, without any further notification or action on the
part of the Company, unless Executive gives the Company reason to
terminate Executive for "Cause" in which case the effective date
of termination shall be immediate.
On the effective date of termination of Executive without Cause
pursuant to SECTION 6.3, the Company shall have no further
obligations or liabilities to or for the benefit of Executive
under this Agreement, except as provided in SECTION 6.6 of this
Agreement.
6.4 VOLUNTARY TERMINATION BY EXECUTIVE. Notwithstanding anything
contained in this Agreement to the contrary, Executive shall at
all times have the right to voluntarily terminate his employment
hereunder by giving the Company at least thirty (30) days' prior
written notice of his intent to so terminate. In the event of
Executive's election to terminate his employment hereunder
pursuant to this SECTION 6.4, such employment shall immediately
and automatically terminate upon the expiration of the thirty
(30) calendar day notice period, without any further notification
or action on the part of Executive, unless Executive gives the
Company reason to terminate Executive for "Cause" in which case
the effective date of termination shall be immediate.
On the effective date of the voluntary termination of Executive
pursuant to this SECTION 6.4, the Company shall have no further
obligations or liabilities to or for the benefit of Executive
under this Agreement, except as provided in SECTION 6.5. of this
Agreement.
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6.5 PAYMENTS TO EXECUTIVE UPON TERMINATION, OTHER THAN WITHOUT
CAUSE. Upon the termination of Executive's employment pursuant to
this Section 6 other than as provided in SECTION 6.3, the Company
shall be obligated to pay to Executive, and Executive shall be
entitled to receive from the Company: (i) Executive's Base Salary
to the effective date of termination; (ii) accrued vacation to
the effective date of termination; (iii) accrued bonuses, if any
are declared by the Company for Executive, accruing prior to the
effective date of termination; and (iv) any amounts for which
Executive is entitled to, but has not received, reimbursement in
accordance with SECTION 4 hereof, provided that such amounts were
incurred prior to the effective date of termination.
Upon payment to Executive of the foregoing items, the Company
shall have no further obligations or liability to or for the
benefit of Executive whatsoever.
6.6 PAYMENTS TO EXECUTIVE UPON TERMINATION WITHOUT CAUSE. Upon the
termination of Executive's employment pursuant to Section 6.3
hereof, the Company shall be obligated to pay to Executive, and
Executive shall be entitled to receive from the Company, each of
the items described in Section 6.5 hereof. In addition, the
Company agrees to continue to pay the Base Salary to Executive
for the period commencing on the effective date of termination
and ending on the date six (6) months thereafter. Further,
Executive shall be entitled to such performance bonus described
in Section 3.2 hereof that he otherwise would have been entitled
to receive had he not been terminated by the Company without
"Cause" pursuant to Section 6.3 hereof.
Upon payment to Executive of the foregoing items, the Company
shall have no further obligations or liability to or for the
benefit of Executive whatsoever.
7. OFF-SET
The parties hereto agree that the Company shall have the right to
off-set, from any amounts otherwise due and owing to Executive
pursuant to this Agreement, any and all undisputed amounts
legitimately owed by Executive to the Company or any of its Affiliates
(as hereinafter defined), whether pursuant to this Agreement or to any
other agreement or obligation.
8. WITHHOLDING
All compensation payable to Executive pursuant to this Agreement shall
be subject to customary withholding taxes and such other employment
taxes as are required under federal law or the law of any state or
governmental body to be collected with respect to compensation paid by
an employer to an employee.
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9. CONFIDENTIAL INFORMATION
Executive acknowledges and agrees that he has been given, and by
virtue of his employment by the Company pursuant hereto will be given,
access to and possession of certain valuable and confidential
information, both verbal and written, proprietary to the Company,
including, without limitation, information regarding technical and
non-technical data, compilations, programs, methods, techniques,
processes and financial data, all of which is sufficiently secret to
derive economic value, actual or potential, from not being generally
known to other persons who can obtain economic value from its
disclosure or use, and which is the subject of efforts that are
reasonable under the circumstances to maintain its secrecy or
confidentiality.
Such proprietary and confidential information specifically includes,
without limitation:
(i) instruction in ad experience regarding the methods of operation
practiced by the Company; (ii) lists of, or access to, actual or
potential customers and suppliers of the Company or the Business;
(iii) trade secrets; (iv) information contained in any memoranda,
discussions, notes, correspondence, surveys, investigations and the
like by or between the employees of the Company; (v) information
received from employees, associates, officers or consultants employed
or retained by the Company pertaining to the Business or the general
operations of the Company; and (vi) the Company's non-public financial
data and strategy.
All of such proprietary and confidential information and business
relationships, including, without limitation, that information and
those business relationships specified in this SECTION 2, are
hereinafter collectively referred to as "Confidential Information".
Confidential information, however, shall not include any information
that, through no act of Executive, has become available to the general
public. Executive shall hold in confidence and not use or disclose,
either for his own benefit or the benefit of any third party, either
during or after Executive's employment with the Company, except as
specifically authorized by the Company in writing for the Company's
own benefit, any Confidential Information that Executive may obtain or
has obtained or may create or has created during the period of
Executive's employment hereunder. Upon termination of Executive's
employment with the Company for any reason, Executive shall promptly
return and deliver to the Company all documents, manuals, letters,
notes, records, reports and all other materials of a secret or
confidential nature either obtained or arising as a result of
Executive's employment hereunder, including, without limitation, any
and all forms and stages of Confidential Information, that remain in
his possession. The terms of this SECTION 9 shall survive the
termination of this Agreement for whatever reason.
10. NON-COMPETITION; NON-SOLICITATION
Executive agrees that, by virtue of his employment with the Company,
he has and will develop and obtain knowledge and familiarity with the
operations of the Company, its Affiliates and respective businesses,
operating and marketing procedures and the identity
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of their respective customers, the disclosure of which would result in
a significant economic detriment to the Company. To protect the
Company, for a period of one (I) year commencing on the effective date
of termination of Executive's employment with the Company for any
reason, Executive shall not:
(i) Directly or indirectly, own, manage, operate, control or
participate in, or have any financial interest in or aid or
assist anyone in the conduct of, or otherwise engage in, any
business, (whether it be a sole proprietorship, partnership,
corporation or other entity) that (a) in any way competes with
the Company or its Affiliates or any successor thereto, and (b)
is located or operating anywhere within the defined licensed
and/or franchised territory of the Company or any of its
Affiliates or any successor thereto, including, without
limitation, any office or location of any franchisee of the
Company or any of its Affiliates or any successor thereto,
provided, however, that the foregoing restriction shall be null
and void and of no force or effect in the event that the
Executive is terminated without "Cause" pursuant to SECTION 6.3
hereof; or
(ii) Solicit or otherwise encourage any employee of Company or any of
its Affiliates or any successor thereto to terminate his or her
employment with the Company or any of its Affiliates or any
successor thereto, or to enter into employment with any other
person, firm or corporation.
In addition, Executive agrees that he shall not, in any way, slander,
libel, or through any other improper means take any action that is
intended to be detrimental to the Company or any of its Affiliates or
any successor thereto, or their respective businesses, services,
officers, personnel or operations.
For purposes of this Agreement, an "Affiliate" of an entity shall mean
any person, corporation, proprietorship, partnership, trust, limited
liability company or other business entity that, directly or
indirectly, owns or controls, is under common ownership or control
with, or is owned or controlled by, such entity. For purposes of this
definition, "control" means the possession of the power to direct or
cause the direction of management and policies of such entity, whether
through the ownership of voting securities, by contract or otherwise.
If any provision or part of this Section 10 is held to be
unenforceable because of the duration of such provision or the area
covered thereby, Executive agrees that the court making such
determination shall have the power to modify such provision, to delete
specific words or phrases here from ("blue-penciling") in a manner
that would provide the greatest possible protection to the Company,
and then, in its reduced or blue-penciled form, such provision shall
then be enforceable and shall be enforced.
11. EQUITABLE REMEDIES
Executive agrees that the covenants contained in Sections 9 and 10
hereof are vital to the viability of the Company, its Affiliates and
each of their respective businesses. In that regard, Executive agrees
that any breach of Section 9 or 10 hereof would cause
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irreparable and immediate harm to the Company and that money would not
be an adequate remedy in the event of any such breach. By reason of
the foregoing, Executive agrees that the Company shall be entitled to
injunctive relief in the event of any breach of Section 9 or 10
hereof. In addition, Executive agrees to reimburse the Company and its
Affiliates for any and all reasonable costs and expenses (including,
without limitation, attorney's fees and costs) incurred by the Company
or any of its Affiliates as a result of their enforcing the terms and
provisions of this Agreement and their instituting or defending any
litigation, contest, dispute, suit or proceeding against Executive in
any way relating to this Agreement, provided that the Company prevails
in such action. Nothing herein shall prevent the Company or any of its
Affiliates from electing to seek any monetary or other relief in
addition to or in lieu of any equitable relief for breach of Section 9
or 10 hereof. The failure of the Company or any of its Affiliates to
promptly institute a legal action upon any such breach shall not
constitute a waiver of that or any other breach hereof.
12. NOTICES
Any notices, demands, requests, consents or approvals to be given hereunder
shall be in writing and shall be deemed given when delivered personally to the
person to whom intended, two (2) days after deposit in the United States mail,
certified, postage prepaid, return receipt requested, one (1) day after deposit
with a commercial courier sent for next day delivery, or upon transmittal if
telecopied, to the following addresses:
If to Executive: Xxxxx X. Xxxxxxx
000 Xxxxxxx Xxx
Xxxxxxx, XX 00000
If to the Company: Dental Care Alliance, Inc.
0000 Xxxx Xxxxxx, 0xx Xxxxx
Xxxxxxxx, XX 00000
Attention: President
Fax: (000) 000-0000
Any party hereto may change his or its address for notice by
communicating such change of address to the other party.
13. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with
the laws of the State of Florida.
14. NONASSIGNABLE RIGHTS
This Agreement and all rights and benefits hereunder are binding upon
and shall inure to the benefit of Executive and the Company, as well
as to the benefit of the Company's
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successors. The obligations of Executive hereunder are personal to
Executive; accordingly, neither this Agreement nor any right or
interest of Executive herein, or arising hereunder, shall be
voluntarily or involuntarily sold, transferred or assigned by
Executive without the prior written consent of the Company or its
successor in interest. This Agreement shall be assignable by the
Company, provided, however, that in the event (i) the Company sells
all or substantially all of its assets to a third party, or (ii)
majority control of the Company is transferred to any third party,
Executive shall have the right to terminate his employment hereunder,
and such termination shall be deemed a termination without "Cause".
15. SEVERABILITY
In the event that any provision of this Agreement is determined to be
invalid or unenforceable, the remaining terms and provisions of this
Agreement shall be unaffected and shall remain in full force and
effect, and any such determination of invalidity or unenforceability
shall in no way affect the validity or enforceability of any other
provision of this Agreement.
16. WAIVER
No delay on the part of any party in exercising any right, power or
privilege shall operate as a waiver thereof, nor shall any waiver of
any right, power or privilege operate as a waiver of any right, power
or privilege, nor shall any single or partial exercise of any right,
power or privilege preclude any other or further exercise thereof or
any other right, power or privilege. The rights and remedies herein
provided are cumulative and are not exclusive of any rights or
remedies which the parties otherwise may have at law or in equity.
17. HEADINGS
The section and other headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
construction hereof.
18. ENTIRE AGREEMENT
This instrument sets forth the entire agreement and understanding
between the parties hereto with respect to Executives employment by
the Company and supersedes all prior and contemporaneous discussions
and agreements with respect thereto. This Agreement may only be
modified in writing, signed by both parties hereto.
19. COUNTERPARTS
This Agreement may be executed in several counterparts, each of which
shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have executed this Employment Agreement
as of the date first written above.
DENTAL CARE ALLIANCE, INC.
By:/s/ Xxxxxx X. Xxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxx
President
By:/s/ Xxxxx X. Xxxxxxx
----------------------------------
Xxxxx X. Xxxxxxx
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AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement (this "Amendment") is made
and entered into as of October __, 1997 by and between Dental Care Alliance,
Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxx, an
individual resident of the State of Florida ("Executive").
RECITALS
A. The Company and Executive are parties to that certain Employment
Agreement, dated as of October 25, 1996 (the "AGREEMENT");
B. The Company and the Executive desire to modify the terms of the
Agreement as hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. AMENDMENT. The Agreement is hereby amended as follows:
(a) Section 3.2 becomes Section 3.3 and the following is
substituted in lieu of Section 3.2 (now Section 3.3):
3.2 PERFORMANCE PROGRAM. In respect to each fiscal year
ending during the term of Executive's employment hereunder commencing
with the fiscal year ending December 31, 1997 (but only as to the
fourth quarter of fiscal 1997), Executive shall receive as additional
compensation for services rendered to the Company an incentive bonus in
cash in an amount equal to fifteen percent (15%) of an annual bonus
pool which shall be equal to fifty percent (50%) of the Company's net
income as reflected on its audited financial statements for the
applicable fiscal year (in accordance with generally accepted
accounting principles, consistently applied with prior years) in excess
of the Company's budgeted net income ("Budgeted Net Income") as
determined by the Compensation Committee of the Company for the fiscal
year. For the purposes hereof and notwithstanding anything else
contained herein, if and when any class of shares of the Company's
capital stock becomes publicly traded, Budgeted Net Income for any
fiscal year or quarter shall not be greater than the average of net
income estimates of the analysts who regularly provide estimates of the
Company's net income, as last reported prior to the commencement of the
fiscal year ("Net Income Estimates"). The bonus paid to Executive for
any year may not exceed $50,000.
The Executive shall be entitled to receive the estimated amount
of the bonus (the "Estimated Bonus Payment"), net of applicable
withholding and other taxes, within fifteen (15) days after the end of
the calculation of net income for each quarter during the term of
Executive's employment hereunder, such Estimated Bonus Payment to be
based on the Company's net income as reflected on the Company's
unaudited consolidated financial statements as reviewed and approved by
the Board for the applicable quarter in excess of the Company's
budgeted net income for the quarter. The Estimated Bonus Payments will
be subject to upward or downward adjustment based on the Company's
annual audited consolidated financial statements (the "Adjustment").
The Adjustment shall be paid by the Executive to the Company, or shall
be paid by the Company to the Executive, as the case may be, within
fifteen (15) days of receipt of the Company's audited consolidated
financial statements. In the event the Executive does not reimburse the
Company for any Adjustment within such fifteen-day period, the Company
shall have the right to offset the Adjustment against any other
payments due to the Executive hereunder.
The bonus shall be prorated for any fiscal year during the term
of the Agreement that is less than a full fiscal year, subject to the
provisions of Section 6 of the Agreement respecting payments in the
event of termination, provided that in such event, the Estimated Bonus
Payments for any quarter shall be the actual bonus for such quarter,
unless adjustments are subsequently made to that quarter's unaudited
financial statements. In addition to the foregoing, Executive shall be
eligible to participate in such other performance bonus programs as may
from time to time be established by the Company for the benefit of
Executive.
(b) Schedule 1 to the Employment Agreement is hereby deleted.
2. MISCELLANEOUS.
(a) HEADING. The section and other headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or construction hereof.
(b) REFERENCES. Any reference to the Agreement contained in any
notice, request, certificate or other document executed concurrently with or
after the execution and delivery of this Amendment shall be deemed to include
this Amendment unless the context shall otherwise require.
(c) CONTINUED EFFECTIVENESS. Notwithstanding anything contained
herein, the terms of this Amendment are not intended to and do not serve to
effect a novation as to the Agreement. The Agreement, as amended hereby, shall
remain in full force and effect.
(d) COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.
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(e) GOVERNING LAW. This Amendment shall be a contract made under
and governed by the laws of the State of Florida without regard to conflict of
laws principles.
(f) SUCCESSORS AND ASSIGNS. In the event that any provision of
this Amendment is determined to be invalid or unenforceable, the remaining terms
and provisions of this Amendment shall be unaffected and shall remain in full
force and effect, and any such determination of invalidity or unenforceability
shall in no way affect the validity or enforceability of any other provision of
this Amendment.
(g) SUCCESSORS AND ASSIGNS. This Amendment and all rights and
benefits hereunder are binding upon and shall inure to the benefit of Executive
and the Company, as well as to the benefit of the Company's successors. The
obligation of Executive hereunder are personal to Executive; accordingly,
neither this Amendment nor any right or interest of Executive herein, or arising
hereunder, shall be voluntarily or involuntarily sold, transferred or assigned
by Executive without the prior written consent of the Company or its successor
in interest.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
DENTAL CARE ALLIANCE, INC.
By: /s/ XXXXXX X. XXXXXXX
----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: CEO and President
Equity Holder:
/s/ XXXXX X. XXXXXXX
---------------------------
Xxxxx X. Xxxxxxx
