AGREEMENT
Agreement made as of the 13th day of March, 2002, between Uni-Marts,
Inc., a Delaware corporation (the "Company"), and _________________
(the "Employee").
WHEREAS, the Employee is presently employed by the Company as
its ___________________________________;
WHEREAS, the Company and the Employee entered into an agreement,
effective as of February 1, 1994 (the "1994 Agreement"), because the
Board of Directors of the Company (the "Board") recognized that, as is
the case with many publicly held corporations, the possibility of a
change in control of the Company exists and that such possibility, and
the uncertainty and questions which it may raise among management, may
result in the departure or distraction of key management personnel to
the detriment of the Company;
WHEREAS, the Board and the Employee now wish to amend and
restate the 1994 Agreement in order to make certain desirable changes
that will make the agreement more consistent with similar agreements
entered into currently by public companies generally; and
WHEREAS, in order to induce the Employee to remain in the employ of
the Company, the Company agrees that the Employee shall receive the
compensation set forth in this Agreement as a cushion against the
financial and career impact on the Employee in the event the Employee's
employment with the Company is terminated subsequent to a "Change of
Control" (as defined in Section 1 hereof) of the Company;
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements hereinafter set forth and intending to be
legally bound hereby, the parties hereto agree that the 1994 Agreement
is amended and restated to read as follows:
1. DEFINITIONS. For all purposes of this Agreement, the
following terms shall have the meanings specified in this Section unless
the context clearly otherwise requires:
(a) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
(b) "Base Compensation" shall mean the sum of (i) the
annualized base rate of salary being paid to the Employee in all
capacities with the Company, and its affiliates (as defined in Section
1504 of the Code without regard to subsection (b) thereof), as reported
for Federal income tax purposes on Form W-2, together with any and all
salary reduction authorized amounts under any of the Company's benefit
plans or programs, on the last day of
the preceding calendar year or, if higher, the actual date of a
Change of Control, and (ii) the sum of any bonuses paid to the Employee
during the last three fiscal years of the Company preceding the Change
of Control divided by 3.
(c) "Beneficial Owner" of any securities shall mean:
(i) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to acquire (whether
such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding (whether or not
in writing) or upon the exercise of conversion rights, exchange rights,
rights, warrants or options, or otherwise; PROVIDED, HOWEVER, that a
Person shall not be deemed the "Beneficial Owner" of securities tendered
pursuant to a tender or exchange offer made by such Person or any of
such Person's Affiliates or Associates until such tendered securities
are accepted for payment, purchase or exchange;
(ii) that such Person or any of such Person's Affiliates or
Associates, directly or indirectly, has the right to vote or dispose of
or has "beneficial ownership" of (as determined pursuant to Rule 13d-3
of the General Rules and Regulations under the Exchange Act), including
without limitation pursuant to any agreement, arrangement or
understanding, whether or not in writing; PROVIDED, HOWEVER, that a
Person shall not be deemed the "Beneficial Owner" of any security under
this subsection (ii) as a result of an oral or Written agreement,
arrangement or understanding to vote such security if such agreement,
arrangement or understanding (A) arises solely from a revocable proxy
given in response to a public proxy or consent solicitation made pursuant
to, and in accordance with, the applicable provisions of the General
Rules and Regulations under the Exchange Act, and (B) is not then
reportable by such Person on Schedule 13D under the Exchange Act (or
any comparable or successor report); or
(iii) where voting securities are beneficially owned,
directly or indirectly, by any other Person (or any Affiliate or
Associate thereof) with which such Person (or any of such Person's
Affiliates or Associates) has any agreement, arrangement or
understanding (whether or not in writing) for the purpose of acquiring,
holding, voting (except pursuant to a revocable proxy as described in
the proviso to subsection (ii) above) or disposing of any voting
securities of the Company;
PROVIDED, HOWEVER, that nothing in this subsection (c) shall cause a
Person engaged in business as an underwriter of securities to be the
"Beneficial Owner" of any securities acquired through such Person's
participation in good faith in a firm commitment underwriting until the
expiration of forty days after the date of such acquisition.
(d) Change of Control" shall mean:
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(i) Any person, entity or "group", within the meaning of
Section 13(d) (3) or 14(d) (2) of the Securities Exchange Act of 0000
(xxx "Xxxxxxxx Xxx"). (excluding, for this purpose, (A) the Company or
its subsidiaries, (B) any employee benefit plan of the Company or its
subsidiaries, and (C) Xxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, or their
respective families), becomes the Beneficial Owner of 30% or more of
either the then outstanding shares of common stock or the combined
voting power of the Company's then outstanding voting securities
entitled to vote generally in the election of directors; or
(ii) Individuals who, as of the date of this Agreement,
constitute the Board (the "Incumbent Board") cease for any reason to
constitute at least a majority of the Board, provided that any person
becoming a director subsequent to the date of this Agreement whose
election, or nomination for election by the Company's shareholders, was
approved by a vote of at least a majority of the directors then
comprising the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is in connection with
an actual or threatened election contest relating to the election of the
Directors of the Company, as such terms are used in Rule 14 a-11 of
Regulation 14A promulgated under the Exchange Act) shall be, for
purposes of this Agreement, considered as though such person were a
member of the Incumbent Board; or
(iii) Consummation of (A) a reorganization, merger,
consolidation, in each case, with respect to which persons who were the
stockholders of the Company immediately prior to such reorganization,
merger or consolidation do not, immediately thereafter, own more than
50% of the combined voting power entitled to vote generally in the
election of directors of the reorganized, merged or consolidated
company's then outstanding voting securities, or (B) a liquidation or
dissolution of the Company other than through a bankruptcy transaction
or proceeding, or (C) the sale of all or substantially all of the assets
of the Company to a person, entity or group in which Xxxxx Xxxxxxxx,
Xxxxxx Xxxxxxxx, or their respective families do not own a majority of
the equity.
(e) "Person" shall mean any individual, firm, corporation,
partnership or other entity.
(f) "Subsidiary" shall have the meaning ascribed to such term in
Rule 12b-2 of the General Rules and Regulations under the Exchange Act.
(g) "Termination Date" shall mean the date of receipt of the
Notice of Termination described in Section 2 hereof or any later date
specified therein, as the case may be.
(h) "Termination of Employment" shall mean the termination of the
Employee's actual employment relationship with the Company.
(i) "Termination following a Change of Control" shall mean a
Termination of Employment within two years after a Change of Control
either:
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(i) initiated by the Company for any reason other than (a) the
Employee's continuous illness, injury or incapacity for a period of
twelve consecutive months or (b) for "cause," which shall mean
misappropriation of funds, habitual insobriety, substance abuse,
conviction of a crime involving moral turpitude, or gross negligence
in the performance of duties, which gross negligence has had a material
adverse effect on the business, operations, assets, properties or
financial condition of the Company and its Subsidiaries taken as a
whole; or
(ii) initiated by the Employee upon one or more of the following
occurrences:
(A) any failure of the Company to comply with and satisfy
any of the terms of this Agreement;
(B) any change resulting in a significant reduction by the
Company of the authority, duties or responsibilities of the
Employee;
(C) any removal by the Company of the Employee from the
employment grade, compensation level or officer positions
which the Employee holds as of the effective date hereof
except in connection with promotions to higher office;
(D) the requirement that the Employee undertake business
travel or commuting in excess of fifty miles each way) to an
extent substantially greater than is reasonable and customary
for the position the Employee holds.
2. NOTICE OF TERMINATION. Any Termination following a Change
of Control shall be communicated by a Notice of Termination to the other
party hereto given in accordance with Section 14 hereof. For purposes of
this Agreement, a "Notice of Termination" means a written notice which
(i) indicates the specific termination provision in this Agreement
relied upon, (ii) briefly summarizes the facts and circumstances deemed
to provide a basis for termination of the Employee's employment under
the provision so indicated, and (iii) if the Termination Date is other
than the date of receipt of such notice, specifies the Termination Date
(which date shall not be more than 15 days after the giving of such
notice).
3. SEVERANCE COMPENSATION UPON TERMINATION. Subject to the
provisions of Section 11 hereof, in the event of the Employee's
Termination following a Change of Control, and in consideration for the
Employee's undertakings in Section 19 hereof, the Company shall pay to
the Employee, within fifteen days after the Termination Date (or as soon
as possible thereafter in the event that the procedures set forth in
Section 11(b) hereof cannot be completed within 15 days), an amount in
cash equal to 2.99 times the Employee's Base Compensation and shall
continue to provide benefits under the Company's then current health
plan for the Employee and his spouse or dependents for the 12 month
period following the Employee's Termination following a Change of
Control on the same basis as if the Employee had continued to be
employed during that period, or provide the Employee with a tax
equivalent amount of compensation such that the Employee may purchase
such coverage
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from the Company on a no-cost basis (including taxes but only to the
extent of the Company's cost of providing the coverage to the Employee
on the then current sharing basis) to the Employee for such period.
4. OTHER PAYMENTS. The payment due under Section 3 hereof
shall be in addition to and not in lieu of any payments or benefits
due to the employee under any other plan, policy or program of the
Company except that no payments shall be due to the Employee under the
Company's then severance pay plan for employees, if any.
5. ESTABLISHMENT OF TRUST. The Company has established an
irrevocable trust fund (the "Trust Fund") pursuant to a trust agreement
to hold assets contributed to satisfy its obligations hereunder.
Funding of such trust fund shall be subject to the Company's discretion,
as set forth in the agreement pursuant to which the fund will be
established. Notwithstanding the foregoing:
(i) Upon a Change of Control of the Company, the Chief
Financial Officer of the Company, or his authorized
Representative hereinafter referred to collectively as the
"Treasurer"), shall immediately remit to the Trustee of the
Trust Fund as a contribution to the applicable trust
established as part of the Trust Fund for the benefit of the
Employee the amount due under this Agreement and not yet
contributed to the Trustee as well as an amount estimated to
be sufficient to pay all fees and expenses that may
thereafter become due. The Trustee shall be under no duty to
determine the sufficiency, or to enforce the making, of such
contributions.
(ii) In the event that the Chairman of the Board determines
that a Change of Control of the Company is imminent, the
Treasurer shall make the payments to the Trustee specified in
(i). If a Change of Control of the Company shall not have
occurred within six months of the contributions made pursuant
to this Section 5 and the Board adopts a resolution to the
effect that, for purposes of this Agreement, a Change of
Control of the Company is not imminent, any amounts added to
the Trust Fund pursuant to this Section, together with any
earnings thereon, shall be paid by the Trustee to the
Company.
6. ENFORCEMENT.
(a) In the event that the Company shall fail or refuse to make
payment of any amounts due the Employee under Sections 3 and 4 hereof
within the respective time periods provided therein, the Company shall
pay to the Employee, in addition to the payment of any other sums
provided in this Agreement, interest, compounded daily, on any amount
remaining unpaid from the date payment is required under Section 3 and 4,
as appropriate, until paid to the Employee, at the rate from time to
time announced by Provident Bank as its "prime rate" plus 2%, each
change in such rate to take effect on the effective date of the change
in such prime rate.
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(b) It is the intent of the parties that the Employee not be
required to incur any expenses associated with the enforcement of his
rights under this Agreement by arbitration, litigation or other legal
action because the cost and expense thereof would substantially detract
from the benefits intended to be extended to the Employee hereunder.
Accordingly, the Company shall pay the Employee on demand the amount
necessary to reimburse the Employee in full for all expenses (including
all attorneys' fees and legal expenses) incurred by the Employee in
enforcing any of the obligations of the Company under this Agreement.
7. NO MITIGATION. The Employee shall not be required to
mitigate the amount of any payment or benefit provided for in this
Agreement by seeking other employment or otherwise, nor shall the amount
of any payment or benefit provided for herein be reduced by any
compensation earned by other employment or otherwise.
8. NON-EXCLUSIVITY OF RIGHTS. Nothing in this Agreement shall
prevent or limit the Employee's continuing or future participation in
or rights under any benefit, bonus, incentive or other plan or program
provided by the Company or any of its Subsidiaries or Affiliates and for
which the Employee may qualify; provided, however, that the Employee
hereby waives the Employee's right to receive any payments under any
severance pay plan or similar program applicable to other employees of
the Company.
9. NO SET-OFF. The Company's obligation to make the payments
provided for in this Agreement and otherwise to perform its obligations
hereunder shall not be affected by any circumstances, including, without
limitation, any set-off, counterclaim, recoupment, defense or other
right which the Company may have against the Employee or others.
10. TAXES. Any payment required under this Agreement shall be
subject to all requirements of the law with regard to the withholding
of taxes, filing, making of reports and the like, and the Company
shall use its best efforts to satisfy promptly all such requirements.
11. CERTAIN REDUCTION OF PAYMENTS.
(a) Anything in this Agreement to the contrary notwithstanding,
in the event that it shall be determined that any payment or distribution
by the Company to or for the benefit of the Employee, whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise (a "Payment"), would constitute an "excess
parachute payment" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), and that it would be
economically advantageous to the Employee to reduce the Payment to avoid
or reduce the taxation of excess Parachute payments under Section 4999
of the Code, the aggregate present value of amounts payable or
distributable to or for the benefit of the Employee pursuant to this
Agreement (such payments or distributions pursuant to this Agreement
are hereinafter referred to as "Agreement Payments") shall be reduced
but not below zero) to the Reduced Amount. The "Reduced Amount"
shall be an amount expressed in present value which maximizes the
Aggregate
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present value of Agreement Payments without causing any Payment to be
subject to the taxation under Section 4999 of the Code. For purposes
of this Section 6, present value shall be determined in accordance
with Section 280G(d)(4) of the Code.
(b) All determinations to be made under this Section 11 shall be
made by the Company's independent public accountant immediately prior
to the Change of Control (the "Accounting Firm")), which firm shall
provide its determinations and any supporting calculations both to the
Company and the Employee within 10 days of the Termination Date.
Any such determination by the Accounting Firm shall be binding upon the
Company and the Employee. Within five days after this determination,
the Company shall pay (or cause to be paid) or distribute (or cause to
be distributed) to or for the benefit of the Employee such amounts as
are then due to the Employee under this Agreement.
(c) As a result of the uncertainty in the application of
Section 280G of the Code at the time of the initial determination by
the Accounting Firm hereunder, it is possible that Agreement Payments,
as the case may be, will have been made by the Company which should not
have been made ("Overpayment") or that additional Agreement Payments
which have not been made by the Company could have been made
("Underpayment"), in each case, consistent with the calculations
required to be made hereunder. Within two years after the Termination
of Employment, the Accounting Firm shall review the determination made
by it pursuant to the preceding paragraph. In the event that the
Accounting Firm determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to the Employee
which the Employee shall repay to the Company together with interest at
the applicable Federal rate provided for in Section 7872(f)(2) of the
Code (the "Federal Rate"); PROVIDED, HOWEVER, that no amount shall be
payable by the Employee to the Company if and to the extent such payment
would not reduce the amount which is subject to taxation under Section
4999 of the Code. In the event that the Accounting Firm determines that
an Underpayment has occurred, any such Underpayment shall be promptly
paid by the Company to or for the benefit of the Employee together with
interest at the Federal Rate.
(d) All of the fees and expenses of the Accounting Firm in
performing the determinations referred to in subsections (b) and
(c) above shall be borne solely by the Company. The Company agrees
to indemnify and hold harmless the Accounting Firm of and from any
and all claims, damages and expenses resulting from or relating to
its determinations pursuant to subsections (b) and (c) above, except
for claims, damages or expenses resulting from the gross negligence
or willful misconduct of the Accounting Firm.
12. TERM OF AGREEMENT. The term of this Agreement shall be for
three years from the date hereof and shall be automatically renewed
for successive one-year periods unless the Company notifies the Employee
in writing that this Agreement will not be renewed at least sixty days
prior to the end of the current term; provided, however, that (i) after
a Change of Control during the term of this Agreement, this Agreement
shall remain in effect until all of the obligations of the parties
hereunder are satisfied or have expired, and (ii) this Agreement shall
terminate if, prior to a Change of Control, the employment of the
Employee
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with the Company or any of its Subsidiaries, as the case may be,
shall terminate for any reason, or the Employee shall cease to be
an Employee.
13. SUCCESSOR COMPANY. The Company shall require any successor
or successors (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, by agreement in form and substance
satisfactory to the Employee, to acknowledge expressly that this
Agreement is binding upon and Enforceable against the Company in
accordance with the terms hereof, and to become jointly and severally
obligated with the Company to perform this Agreement in the same manner
and to the same extent that the Company would be required to perform if
no such succession or successions had taken place. Failure of the
Company to obtain such agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement. As used in this
Agreement, the Company shall mean the Company as hereinbefore defined
and any such successor or successors to its business and/or assets,
jointly and severally.
14. NOTICE. All notices and other communications required or
permitted hereunder or necessary or convenient in connection herewith
shall be in writing and shall be delivered personally or mailed by
registered or certified mail, return receipt requested, or by overnight
express courier service, as
If to the Company, to:
Uni-Marts, Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxx Xxxxxxx, XX 00000-0000
Attention: Corporate Secretary
If to the Employee, to:
or to such other names or addresses as the Company or the Employee,
as the case may be, shall designate by notice to the other party hereto
in the manner specified in this Section; provided, however, that if no
such notice is given by the Company following a Change of Control,
notice at the last address of the Company or to any successor pursuant
to Section 13 hereof shall be deemed sufficient for the purposes hereof.
Any such notice shall be deemed delivered and effective when received in
the case of personal delivery, five days after deposit, postage prepaid,
with the U.S. Postal Service in the case of registered or certified
mail, or on the next business day in the case of overnight express
courier service.
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15. GOVERNING LAW. This Agreement shall be governed by and
interpreted under the laws of the Commonwealth of Pennsylvania
without giving effect to any conflict of laws provisions.
16. CONTENTS OF AGREEMENT, AMENDMENT AND ASSIGNMENT.
(a) This Agreement supersedes all prior agreements, sets forth
the entire understanding between the parties hereto with respect to the
subject matter hereof and cannot be changed, modified, extended or
terminated except upon written amendment executed by the Employee and
approved by the Board and executed on the Company's behalf by a duly
authorized officer. The provisions of this Agreement may provide for
payments to the Employee under certain compensation or bonus plans
under circumstances where such plans would not provide for payment
thereof. It is the specific intention of the parties that the
provisions of this Agreement shall supersede any provisions to the
contrary in such plans, and such plans shall be deemed to have been
amended to correspond with this Agreement without further action by
the Company or the Board.
(b) Nothing in this Agreement shall be construed as giving the
Employee any right to be retained in the employ of the Company.
(c) All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the
respective heirs, representatives, successors and assigns of the parties
hereto, except that the duties and responsibilities of the Employee and
the Company hereunder shall not be assignable in whole or in part by the
Company.
17. SEVERABILITY. If any provision of this Agreement or
application thereof to anyone or under any circumstances shall be
etermined to be invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provisions or applications
of this Agreement which can be given effect without the invalid or
unenforceable provision or application.
18. REMEDIES CUMULATIVE; NO WAIVER. No right conferred upon
the Employee by this Agreement is intended to be exclusive of any
other right or remedy, and each and every such right or remedy shall
be cumulative and shall be in addition to any other right or remedy
given hereunder or now or hereafter existing at law or in equity. No
delay or omission by the Employee in exercising any right, remedy or
power hereunder or existing at law or in equity shall be construed as a
waiver thereof, including, without limitation, any delay by the
Employee in delivering a Notice of Termination pursuant to Section
2 hereof after an event has occurred which would, if the Employee had
resigned, have constituted a Termination following a Change of Control
pursuant to Section 1(l)(ii) of this Agreement.
19. NON-COMPETITION. (a) During his employment by the
Company and for a period of one year after a Termination following
a Change of Control, the Employee will not, unless acting with the
prior written consent of the Board, directly or indirectly, own,
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manage, operate, join, control, finance or participate in the
ownership, management, operation, control or financing of, or be
connected as an officer, director, employee, partner, principal,
agent, representative, consultant or otherwise with or use or permit
his name to be used in connection with, any business or enterprise
engaged in Pennsylvania, (the "Geographic Area") in any business that
is competitive to or a business from which the Company or any of its
affiliates derive at least five percent of its respective gross revenues
during his employment by the Company. It is recognized by the Employee
that the business of the Company and its affiliates and the Employee's
connection therewith is or will be involved in activity throughout the
Geographic Area, and that more limited geographical limitations on this
non-Competition covenant are therefore not appropriate. The Employee
also shall not, directly or indirectly, during such one-year period
following Employee's employment, solicit, hire or attempt to hire any
then employee of the Company or of any of its affiliates.
(b) The foregoing restriction shall not be construed to
prohibit the ownership by the Employee of less than five percent (5%)
of any class of securities of any corporation which is engaged in any
of the foregoing businesses having a class of securities registered
pursuant to the Securities Exchange Act of 1934, provided that such
ownership represents a passive investment and that neither the Employee
nor any group of persons including Employee in any way, either directly
or indirectly, manages or exercises control of any such corporation,
guarantees any of its financial obligations, otherwise takes any part
in its business, other than exercising his rights as a shareholder,
or seeks to do any of the foregoing.
(c) EQUITABLE RELIEF. Employee acknowledges that the
restrictions contained in subsection (a) are reasonable and necessary
to protect the legitimate interests of the Company and its affiliates,
that the Company would not have entered into this Agreement in the
absence of such restrictions, and that any violation of any provision
of that subsection will result in irreparable injury to the Company.
The Employee represents that his experience and capabilities are such
that the restrictions will not prevent the Employee from obtaining
employment or otherwise earning a living at the same general level of
economic benefit as anticipated by this Agreement. The Employee further
represents and acknowledges that (i) he has been advised by the Company
to consult his own legal counsel in respect of this Agreement, and
(ii) that he has had full opportunity, prior to execution of this
Agreement, to review thoroughly this Agreement with his counsel.
(d) ENFORCEMENT. The Employee agrees that the Company shall be
entitled to preliminary and permanent injunctive relief, without the
necessity of proving actual damages as well as an equitable accounting
of all earnings, profits and other benefits arising from any violation
of subsection (a), which rights shall be cumulative and in addition to
any other rights or remedies to which the Company may be entitled. In
the event that any of the provisions of subsection (a) should ever be
adjudicated to exceed the time, geographic, service, or other
limitations permitted by applicable law in any jurisdiction, then such
provisions shall be deemed reformed in such jurisdiction to the maximum
time, geographic, service, or other limitations permitted by applicable
law. The Employee irrevocably and unconditionally (i) agrees that any
suit, action or other legal proceeding arising out of subsection (a),
including
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without limitation, any action commenced by the Company for
preliminary and permanent injunctive relief or other equitable relief,
may be brought in the United States District Court for the Middle
District of Pennsylvania, or if such court does not have jurisdiction
or will not accept jurisdiction, in any court of general jurisdiction
in Centre County, Pennsylvania, (ii) consents to the non-exclusive
jurisdiction of any such court in any such suit, action or proceeding,
and (iii) waives any objection which Employee may have to the laying of
venue of any such suit, action or proceeding in any such court.
Employee also irrevocably and unconditionally consents to the service
of any process, pleadings, notices or other papers in a manner permitted
by the notice provisions of Section 14 hereof.
20. MISCELLANEOUS. All section headings are for convenience
only. This Agreement may be executed in several counterparts, each
of which is an original. It shall not be necessary in making proof
of this Agreement or any counterpart hereof to produce or account
for any of the other counterparts.
IN WITNESS WHEREOF, the undersigned, intending to be legally
bound, have executed this Agreement as of the date first above written.
Attest: UNI-MARTS, INC.
(Seal)
By:
____________________________ __________________________
Assistant Secretary
____________________________ __________________________
Witness
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