EXHIBIT 99.4
AMENDED AND RESTATED
OPTION AGREEMENT
THIS AMENDED AND RESTATED OPTION AGREEMENT is made and entered into as
of October 12, 1993, by and between Ergo Science Incorporated, a Delaware
corporation (the "Company") and Xxxxxx X. Xxxxx, Ph.D, an individual residing
in the State of Louisiana (the "Consultant"), and amends and restates that
certain Option Agreement, dated as of September 10, 1992, by and between the
Company and the Consultant.
PRELIMINARY STATEMENT
A. The Company has entered into that certain Consulting Agreement with
Consultant dated June 22, 1992 (the "Consulting Agreement");
B. The Company and the Consultant have entered into the Noncompetition
Agreement, dated as of September 10, 1992, by and between the Company and
Consultant (the "Noncompetition Agreement"), and, pursuant to the Noncompetition
Agreement, the Company has granted to the Consultant an option to purchase 3,000
shares of the common stock, $.01 par value per share, of the Company (the
"Common Stock");
C. Certain investors desire to purchase Series B Convertible Preferred
Stock of the Company pursuant to that certain Securities Purchase Agreement for
Series B Convertible Preferred Stock, dated as of date hereof; and
D. The Consultant desires to amend and restate his option agreement as
herein set forth.
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and' the mutual
covenants contained herein and in the Noncompetition Agreement, and for good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and subject to the terms and conditions hereinafter set forth, the
Company and the Consultant hereby agree as follows:
1. GRANT OF OPTIONS. Subject to the terms and conditions Set in this
Agreement, as additional consideration for the Covenants and services of the
Consultant under the Consulting Agreement and the Noncompetition Agreement, the
Company hereby grants to the Consultant an option (the "Option") to purchase
from the Company during the period beginning on the date of this Agreement and
ending December 31, 2002, 3,000 shares of the Common Stock of the Company at a
price of $20 per share, subject to adjustment as provided in Section 7 below.
2. EXERCISE OF OPTION. The Option may be exercised in whole or in part,
from time to time, in accordance with Section l above, by written notice to the
Company at its principal
executive office, which notice shall: (i) specify the number of shares to be
purchased and the purchase price to be paid therefor; and (ii) be accompanied by
payment in full of the purchase price in cash, by a certified or cashier's check
to the order of the Company, or, with the consent of the Board of Directors of
the company (the "Board"), with shares of the Company owned by the consultant
(at a value agreed to by the Consultant and the Company), including a multiple
series of exchanges of Common Stock acquired upon exercise of this Option.
3. RESTRICTIONS ON TRANSFER OF OPTION. This Option shall not be
transferable except by will or by the laws of descent and distribution. During
the Consultant's lifetime this Option may be exercised only by him (or his legal
representatives in the event of his disability). No assignment or transfer of
the option, whether voluntary or involuntary, by operation of law or otherwise,
except a transfer by will or by the laws of descent or distribution, shall vest
in the assignee or transferee any interest or right whatsoever in this Option.
In the event of the Consultant's death, this Option may be exercised by the
legal representatives of the Consultant' s estate or by any person who shall
receive an interest in the Option by will or by the laws of descent and
distribution. References to the Consultant in this Agreement shall include any
person who shall receive an interest in the Option by will or by the laws of
descent and distribution. To the extent that any provision of this Section 3 is
inconsistent with the transfer restrictions set forth in the Stockholder Rights
Agreement dated August 5, 1992 (the "Stock-holder Rights Agreement"), the
restrictions set forth in this Agreement shall be controlling.
4. SECURITIES ACT RESTRICTIONS. The Consultant agrees that the shares of
Common Stock acquired upon exercise of this Option shall be acquired for his own
account for investment only and not with a view to, or for resale in connection
with, any distribution or public offering hereof within the meaning of the
Securities Act of 1933, as amended (the "Securities Act"), or other applicable
securities laws. If the Board so determines, any stock certificates issued upon
exercise of this Option shall bear a legend to the effect that the shares have
been so acquired. Except as provided in Section 8 below, the Company may, but in
no event shall be required to, bear any expenses of complying with the
Securities Act, other applicable securities laws, or the rules and regulations
of any national securities exchange or other regulatory authority in connection
with the registration, qualification, or transfer, as the case may be, of this
Option or any shares of Common Stock acquired upon the exercise thereof. The
foregoing restrictions on the transfer of the shares of Common Stock shall be
inoperative if (a) the Company previously shall have been furnished with an
opinion of counsel, satisfactory to it, to the effect that such transfer will
not involve any violation of the Securities Act or other applicable securities
laws, or (b) the shares shall have been duly registered in compliance with the
Securities Act and other applicable securities laws including registration in
accordance with Section 8 below. To the extent that any provision of this
Section 4 is inconsistent with the transfer restrictions set forth in the
Stockholder Rights Agreement, the restrictions set forth in the Stockholder
Rights Agreement shall be controlling upon execution thereof by Consultant.
5. CONSULTANT NOT A STOCKHOLDER. The Consultant shall not be deemed a
stockholder of the Company with respect to any of the shares subject to this
Option, except to the extent that such shares shall have been purchased and
transferred to him. The Company shall not be required to issue or transfer any
certificates for shares purchased upon exercise of this Option until all
applicable requirements of law have been complied with and, if such shares have
been
registered pursuant to Section 4 above, such shares shall have been duly listed
on any securities exchange on which the Common Stock may then be listed.
6. NO GUARANTEE OF RETENTION. The Option shall not confer on the Consultant
any right to continue in the service of the Company or affect the Company's
right to terminate his service in accordance with the other terms of the
Noncompetition Agreement and nothing contained herein shall be deemed a waiver
or modification of any provision contained in the other Sections of this
Agreement or in any agreement between the Consultant and the Company. The Option
shall not affect the right of the Company to reclassify, recapitalize, or
otherwise change its capital or debt structure or to merge, consolidate, convey
any or all of its assets, dissolve, liquidate, wind up, or otherwise reorganize.
7. STOCK SP1ITS, DIVIDENDS, MERGERS, ETC. In the event a Stock
Reclassification Transaction (as hereafter defined) occurs after the date hereof
but before the Option is exercised for all of the shares of Common Stock that
are subject to the Option, then (and in the case of each such Stock
Reclassification Transaction), upon the proper exercise of the Option at any
time after the performance of the Stock Reclassification Transaction, the
Consultant shall be entitled to receive, in lieu of the Common Stock
transferable upon exercise of the Option before the Stock Reclassification
Transaction, the number of shares of Common Stock and/or the amount of cash,
securities, or other property to which the Consultant would have been entitled
as a stockholder of the Company upon occurrence of the Stock Reclassification
Transaction if the Consultant had exercised the Option immediately before the
Stock Reclassification Transaction. For purposes of this Agreement, a "Stock
Reclassification Transaction" means any one or more transactions in which the
Company shall at any time (a) consolidate with or merge into any other person or
entity and is not the continuing or surviving corporation of that consolidation
or merger, (b) permit any other person or entity to consolidate with or merge
into the Company with the Company being the continuing or surviving corporation
and, in connection with that consolidation or merger, Common Stock of the
Company is changed into or exchanged for cash, stock, or other securities or any
other property, (c) transfer all or substantially all of its properties and
assets to any other person or entity, (d) effect a capital reorganization or
reclassification of Common Stock of the Company, (e) pay or make a dividend or
other distribution on any class or series of capital stock of the Company in
shares of Common Stock, (f) subdivide (by means of a stock split or otherwise)
its outstanding shares of Common Stock into a larger number of shares, or (g)
combine (by means of a reverse stock split or otherwise) its outstanding shares
of Common Stock into a smaller number of shares.
8. REGISTRATION OF SHARES AND PAYMENT OF TAXES. The Consultant and the
Company acknowledge that the Consultant may become liable for the payment of
federal, state, and local income or other taxes during each tax year in which
the Option or any portion thereof is exercised. The Board may (but only if the
Consultant is an employee of the Company or its subsidiaries), in its
discretion, require the Consultant to pay to the Company at the time of the
exercise of all or any portion of the Option the amount that the Board deems
necessary to satisfy the Company's current or future obligation to withhold
federal, state, or local income or other taxes that the Consultant incurs by
exercising the Option. Upon exercise of the Option, the Company shall assist the
Consultant in paying on or before the date such tax payments are due and payable
to the taxing authority, an amount that is sufficient to pay all federal, state,
and local
income taxes imposed with respect to the securities received upon exercise
of the Option and any related disposition of such securities contemplated by
this Section (the "Tax Liability") by facilitating a sale of the securities in
accordance with Section 8(a) below or by arranging for the repurchase of a
portion of the Restricted Securities in accordance with Section 8(b) below. The
amount of such Tax Liability shall be conclusively determined by the Company's
independent certified public accountants based on the estimated federal, state,
and local income taxes that Consultant will incur by reason of the exercise of
the Option. The Consultant agrees to provide the Company and its independent
accountants all information that they may request to calculate such Tax
Liability. The Consultant shall be deemed to have incurred a Tax Liability on
the date of the exercise of the Option that gives rise to the Tax Liability.
(a) In the event that at the time that the Consultant incurs a Tax
Liability, (i) the Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended(the "Exchange Act"), by reason
of a publicly traded class of securities, (ii) the securities received upon
exercise of the Option are the same as the class of securities that are
publicly traded, and (iii) any or all of the securities acquired by the
Consultant upon exercise of the Option are Registrable Securities (as
hereinafter defined), then the Company agrees that, upon the written
request of the Consultant specifying the Registrable Securities to be
transferred and the intended method of disposition of such securities (the
"Request for Registration"), it will file within 90 days of such notice a
registration statement on form S-8 (or any similar form permitting the
public sale contemplated by the Request for Registration) and using
commercially reasonable efforts to keep such registration statement
effective for a period ending on the earlier of the date 12 months
following the date on which such registration statement is declared
effective and the date on which the distribution of securities thereunder
is completed. Notwithstanding the foregoing, the Company shall not have any
obligation under this Section 8(a) to register Registrable Securities
received upon exercise of the Option (i) to the extent that the Company
receives the Request for Registration after the second anniversary date of
the initial public offering of the Common Stock of the Company that is
registered under the Securities Act ("Initial Public Offering"), (ii) to
the extent that the Company receives the Request for Registration after the
Company has filed two such registration statements under this Section 8(a)
that have been declared effective, or (iii) to the extent that any portion
of the Registrable Securities held by Consultant can be sold or distributed
pursuant to Rule 144 (or any successor provision) promulgated under the
Securities Act. For purposes of this Agreement, "Registrable Securities"
shall mean any securities received upon exercise of the Option, provided
that such securities shall cease to be Registrable Securities when (A) a
registration statement with respect to the sale of such securities shall
become effective under the Securities Act and such securities shall have
been disposed of in accordance with such registration statement, (B) such
securities shall have been otherwise transferred, new certificates for them
not bearing a legend restricting further transfer shall have been delivered
by the Company and subsequent disposition of such securities shall not
require registration or qualification of them under the Securities Act or
any similar state law then in force, or (C) such securities shall have
ceased to be outstanding.
(b) In the event that at the time that the Consultant incurs a Tax
Liability, (A) the conditions described in clauses (i), (ii), and (iii) of
Section 8(a) above are not satisfied and (B) the Company has received
approval to market its treatment methods for one or more indications from
the United States Food and Drug Administration, the Company agrees that,
upon the written request (the "Repurchase Request") of the Consultant
specifying the securities to be repurchased, it will (provided that the
Company reasonably believes that it has adequate liquid resources available
and that the repurchase will not violate the terms of the Company's Series
A Convertible Preferred Stock, Series B Convertible Preferred Stock or the
related Securities Purchase Agreements) repurchase securities received upon
exercise of the Option to the extent necessary to provide the Consultant
with funds sufficient to pay the Tax Liability in a single repurchase
transaction on the Repurchase Date (as hereinafter defined) and at the
Repurchase Price (as hereinafter defined) determined on the Valuation Date
(as hereinafter defined) for such Repurchase Request. At the closing, the
Company shall pay the Repurchase Price in cash to the Consultant, and the
Consultant shall deliver to the Company the certificate(s) representing the
offered securities, properly endorsed for transfer. In connection with any
sale, the Consultant shall represent and warrant that upon payment for the
securities, the purchasing party or parties will acquire good title, free
of any liens or claims of third parties. The Company may assign its
repurchase right (but not its obligation) in whole or in part to any person
without the consent of the Consultant.
(i) For purposes of this Agreement, "Repurchase Date" with
respect to any Repurchase Request shall mean the date 90 days after
the date of the Repurchase Request, provided, however, that, in the
event that the Repurchase Price for the securities is determined by
one or more Independent Financial Experts, the "Repurchase Date" shall
mean the date that is 60 days from the date of the completion of the
determination of the Repurchase Price.
(ii) For purposes of this Agreement, the "Repurchase Price" shall
mean the fair market value of the securities as of the Valuation Date.
The Repurchase Price shall be the value agreed to by the Company and
the Consultant within 30 days after the Company's notice of the
Repurchase Request. If the Company and the Consultant cannot agree on
the Repurchase Price within such period, then the Repurchase Price
shall be determined by an Independent Financial Expert selected by the
Company who shall be engaged by the Company and report directly to the
Company; provided, however, that if the Consultant shall object to
such determination within 10 days after being notified thereof by the
Company, the Consultant shall within such 10-day period select an
Independent Financial Expert to determine the fair market value of
such securities on behalf of the Consultant. In the event that the
Independent Financial Experts selected by the Company and the
Consultant cannot agree on the fair market value of such securities,
then the two Independent Financial Experts shall mutually select a
third Independent Financial Expert to determine the fair market value
of such securities, and the value selected by such third firm (which
shall in all events be one of the values selected by the two
Independent Financial Experts and not a third value) shall be binding
on all of the parties hereto. Each such Independent
Financial Expert may use any customary method of determining fair
market value. The cost of the Independent Financial Expert selected by
the Company shall be paid by the Company, the cost of the Independent
Financial Expert, if any, selected by the Consultant shall be paid
entirely by the Consultant and the cost of the Independent Financial
Expert, if any, mutually selected by the two Independent Financial
Experts appointed by each of the Company and the Consultant shall be
paid one-half by the Company and one-half by the Consultant. For
purposes of this Agreement, "Independent Financial Expert" means any
reputable investment bank, accounting firm, or appraiser which (A) is
experienced in making determinations such as the Repurchase Price, (B)
does not (and whose directors, officers, employees, affiliates, and
stockholders do not) have a material direct or indirect financial
interest in the Company or any of its affiliates, (C) has not been,
and at the time it is called upon to give independent financial advice
to the Company, is not (and none of whose directors, officers,
employees, affiliates, or stockholders is) a promoter, director, or
officer of the Company or any of its affiliates, and (D) does not
provide any advice or opinions to the Company except as an Independent
Financial Expert. The Independent Financial Expert may be compensated
by the Company for opinions or services it provides as an Independent
Financial Expert.
(iii) For purposes of this Agreement, "Valuation Date" for the
Repurchase Request shall mean the last day of the calendar month
preceding the month during which the Company receives the Repurchase
Request.
9. CONVERSION OR EXCHANGE OF OPTION SECURITIES. In the event of an Initial
Public Offering by the Company of common stock that is of a class that is
different from the class of common stock received by the Consultant upon
exercise of the Option, (a) the Consultant shall have the option to exchange the
stock received upon exercise of the Option (the "Option Shares") for shares of
common stock that are of the class that is publicly traded (the "Publicly Traded
Shares") and (b) the Company shall have the option to cause the Consultant to
exchange the Option Shares for Publicly Traded Shares. In each case, the
Consultant shall receive a number of Publicly Traded Shares in exchange for the
Option Shares that will preserve the Consultant's fully diluted ownership
percentage in the proceeds of liquidation of the Company. Notwithstanding the
foregoing, the Consultant shall not be required to exchange the Option Shares at
the election of the Company if (i) the Publicly Traded Shares have rights and
preferences other than voting rights that are not substantially the same as the
rights and preferences of the Option Shares and (ii) the exchange will result in
the immediate recognition by the Consultant of taxable gain on the exchanged
shares for federal income tax purposes, PROVIDED, HOWEVER, if the Consultant
elects under the preceding sentence not to exchange his Option Shares for
Publicly Traded Shares after the Company has exercised its option, the Company
shall have no further obligations to the Consultant under Section 8 above.
10. GOVERNING LAW. This Agreement shall be construed, interpreted, and
enforced in accordance with the laws of the State of Delaware.
11. BINDING AGREEMENT; ASSIGNMENT. This Agreement and all provisions
contained herein shall be binding upon and inure to the benefit of the parties
hereto and their respective representatives, successors, and assigns; provided,
however, that neither party may assign its rights or obligations hereunder
without the prior written consent of the other party.
12. CAPTIONS. The captions, headings, and arrangements used in this
Agreement are for convenience only and do not in any way affect, limit, amplify,
or modify the terms and provisions hereof.
13. NOTICES. Any notice required by this Agreement shall be in writing and
shall be deemed to have been given when delivered personally or sent by
certified or registered mail, postage prepaid, return receipt requested, duly
addressed to the person concerned at the address indicated below or to such
changed address as such person may subsequently give such notice of:
If to the Company: Ergo Science Incorporated
Charlestown Navy Yard
000 Xxxxx Xxxxxx, Xxxxxx Xxxxx
Xxxxxxxxxxx, Mass. 02129
Attn: Xxxxxx Xxxxxxxx, Xx.,
Chief Executive Officer
If to Consultant: Xxxxxx X. Xxxxx, Ph.D
6165 Xxxxxxxx
Xxxxx Xxxxx, Xxxxxxxxx 00000
A party may change its or his address by giving written notice to the other
party hereto, which notice shall be effective upon actual receipt.
14. INVALID PROVISIONS. It any provision of this Agreement is held to be
illegal, invalid, or unenforceable under present or future laws effective during
the term, including renewals, of this Agreement, such provision shall be fully
severable; this Agreement shall be construed and enforced as if such illegal,
invalid, or unenforceable provision had never comprised a part of this
Agreement; and the remaining provisions of this Agreement shall remain in full
force and effect and shall not be affected by the illegal, invalid, or
unenforceable provision or by its severance from this Agreement. Furthermore, in
lieu of each such illegal, invalid, or unenforceable provision there shall be
added automatically as part of this Agreement a provision as similar in terms to
such illegal, invalid, or unenforceable provision as may be possible and be
legal, valid, and enforceable.
15. AMENDMENTS. This Agreement may be amended at any time and from time to
time in whole or in part by an instrument in writing setting forth the
particulars of such amendment duly executed by both the Company and the
Consultant.
16. ENTIRE AGREEMENT. This Agreement, together with the Consulting
Agreement and the Noncompetition Agreement, constitutes the entire understanding
between the parties hereto
with respect to the subject matter hereof and supersedes all prior agreements
or understandings, if any, relating to the subject matter hereof.
17. NUMBER AND GENDER. Whenever herein the singular number is used, the
same shall include the plural where appropriate, and the words of any gender
shall include each other gender where appropriate.
18. WAIVER. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach by any party.
19. COUNTERPARTS. This Agreement has been executed an two or more identical
counterparts, each of which for all purposes is to be deemed, an original, and
all of which constitute, collectively, one agreement; but in making proof of
this Agreement, it shall not be necessary to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.
ERGO SCIENCE INCORPORATED
By /S/ XXXXXX XXXXXXXX, XX.
-------------------------------------
Xxxxxx Xxxxxxxx, Xx., President
/S/ XXXXXX X. XXXXX
-------------------------------------
Xxxxxx X. Xxxxx, Ph.D
FIRST AMENDMENT TO
AMENDED AND RESTATED OPTION AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") to the Amended and Restated Option
Agreement dated as of October 12, 1993 (the "Option Agreement"), by and between
Ergo Science Incorporated, a Delaware corporation (the "Company"), and Xxxxxx X.
Xxxxx Ph.D. (the "Consultant") is entered into as of April 27, 1995, by and
among the Company, Ergo Science Holdings, Incorporated, a Delaware corporation
("Ergo Holdings"), and the Consultant.
WHEREAS, pursuant to the Option Agreement and the Noncompetition Agreement
between the Company and the Consultant of even date therewith the Company has
granted the Consultant an option to purchase 3,000 shares of common stock, $.01
par value per share, of the Company (the "Option");
WHEREAS, pursuant to an amendment to Article Fourth of the Company's
Certificate of Incorporation effective as of July 14, 1994 each share of common
stock, $.0l par value per share, of the Company thereafter represented one share
of Class A Common Stock, $.01 par value per share, of the Company (the "Ergo
Class A Common Stock") and thereafter the Option, pursuant to the terms thereof,
represented the right to acquire the same number of shares of Ergo Class A
Common Stock subject to the terms and conditions of the Option Agreement;
WHEREAS, pursuant to the Agreement and Plan of Merger dated as of December
23, 1994 among the Company, Ergo Holdings and Ergo Transaction Company I a
Delaware corporation and a wholly-owned subsidiary of Ergo Holdings ("Transco"),
concurrently with the execution of this Amendment Transco is merging with and
into the Company (the "Merger") and, among other things, (i) each outstanding
share of Ergo Class A Common Stock is being converted into one share of Class A
Common Stock, par value $.01 per share, of Ergo Holdings ("Ergo Holdings Class A
Common Stock") and (ii) each outstanding option to purchase Ergo Class A Common
Stock shall be assumed by Ergo Holdings and shall represent the right to acquire
the same number of shares of Ergo Holdings Class A Common Stock on the same
terms and conditions as in effect prior to the Merger;
WHEREAS, as a result of the Merger, the Company will become a wholly-owned
subsidiary of Ergo Holdings;
WHEREAS, the Company, Ergo Holdings and the Consultant wish to acknowledge
that from and after the effective time of the Merger the Option shall represent
the right to acquire the same number of shares of Ergo Holdings Class A Common
Stock, subject to the terms and conditions thereof, and further wish to amend
the Option Agreement to reflect the Merger and to evidence the assumption by
Ergo Holdings of the obligations of the Company thereunder;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. All references to "the Company" in the Option Agreement shall be deemed
to refer to Ergo Holdings. Ergo Holdings is executing this Amendment for
purposes of acknowledging its assumption of the obligations of the Company under
the Option Agreement.
2. All references to "Common Stock" in the Option Agreement shall be deemed
to refer to the Ergo Holdings Class A Common Stock.
3. Except as herein specifically amended, the Option Agreement shall
continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of April 27, 1995.
ERGO SCIENCE INCORPORATED
By: /S/ J. XXXXXX XXXX
-----------------------------------------
Name: J. Xxxxxx Xxxx
Title: President
ERGO SCIENCE HOLDINGS, INCORPORATED
By: /S/ J. XXXXXX XXXX
-----------------------------------------
Name: J. Xxxxxx Xxxx
Title: President
CONSULTANT
XXXXXX X. XXXXX
--------------------------------------------
Xxxxxx X. Xxxxx; Ph.D.
SECOND AMENDMENT
TO
AMENDED AND RESTATED OPTION AGREEMENT
THIS SECOND AMENDMENT (this "Amendment") to the Amended and Restated Option
Agreement dated as of October 12, 1993, as amended (the "Option Agreement"), by
and between E. Science Incorporated, a Delaware corporation formerly known as
Ergo Science Incorporated ("Ergo Science"), and Xxxxxx X. Xxxxx (the
"Executive") is entered into as of November 6, 1995, by and among Ergo Science
Corporation, a Delaware corporation and parent of Ergo Science (the "Company"),
and the Executive.
RECITALS
1. Section 8(a) of the Option Agreement provides certain registration
rights (the "Registration Rights") to the Executive with respect to shares of
stock that may be purchased by the Executive under the option Agreement.
2. The Executive and the Company desire to amend the Option Agreement to
delete the Registration Rights.
AGREEMENT
1. Section 8(a) of the Option Agreement is hereby deleted in its entirety.
2. Except as herein specifically amended, the Option Agreement shall
continue in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of November 6, 1995.
ERGO SCIENCE CORPORATION
By: /S/ J. XXXXXX XXXX
-------------------------------------
J. Xxxxxx Xxxx
President
EXECUTIVE
/S/ XXXXXX X. XXXXX
----------------------------------------
Xxxxxx X. Xxxxx
