EXHIBIT 10.2
AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This Amended and Restated Employment Agreement (the "Restated
Agreement") is made and entered into in Chelmsford, Massachusetts by and between
Xxxxxx Automation, Inc., a Delaware corporation (the "Company") and Xxxxxx X.
Xxxxx (the "Executive"), as of June 1, 2004.
RECITALS
1. The Company and Executive entered into an Employment Agreement on
January 31, 2003, effective February 3, 2003 (the "Original Employment
Agreement").
2. The Company desires to continue to employ Executive as President and
Chief Operating Officer of the Company until October 1, 2004 upon the terms and
conditions set forth herein.
3. The Company and Executive desire to amend and restate the Original
Employment Agreement effective as of June 1, 2004 (the "Effective Date") to
reflect a change of title and duties as of the Transition Date (as defined
herein) and to reflect certain additional benefits and obligations of the
Company and Executive.
4. In consideration of the employment to be provided hereby and the
amounts to be paid as provided herein, Executive desires to continue to be
employed by the Company and to agree with the Company as further provided
herein.
For and in consideration of the mutual promises, terms, provisions and
conditions contained in this Restated Agreement, the parties hereby agree as
follows:
1. Duties.
1.1. Title. The Company shall employ Executive until the Transition
Date (as defined below) as President and Chief Operating Officer of the Company.
Effective as of October 1, 2004, (the "Transition Date") the Executive shall
resign from his position as Chief Operating Officer and become the chief
executive officer of the Company (the "Chief Executive Officer"). From and after
the Transition Date, unless otherwise assigned by the Board of Directors of the
Company (the "Board of Directors"), Executive will continue in his role as
President while he serves as Chief Executive Officer. Executive shall report to
the Company's then existing chief executive officer until the Transition Date.
Effective as of the Transition Date, the Executive shall report to the Board of
Directors. Executive shall have general management and control of the business,
affairs and property of the Company and its direct and indirect subsidiaries and
shall perform the duties of such office as are provided for in the bylaws of the
Company subject to the general supervision and direction of the Board of
Directors and then existing chief executive officer until the Transition Date,
and thereafter to the Board of Directors.
1.2. Board of Directors. Executive shall continue to serve as a member
of the Board of Directors and shall be nominated for re-election each year of
the Employment Term (as defined below) in accordance with the Company's by-laws.
2. Term. Subject to Section 7 and the termination provisions contained therein,
the term of the Executive's employment under this Restated Agreement shall end
on September 30, 2006 (the "Employment Term"). The Employment Term may be
extended for an additional one year period by mutual agreement, provided that
each party provides written notice requesting the extension to the other no
later than April 30, 2006 and in accordance with Section 14 of the Restated
Agreement. If both parties do not give such notice, the Employment Term shall
end on September 30, 2006. Any Executive Vice-President, Senior Vice President
and, including, but not limited to, the following officers, if such positions
are staffed, shall report directly to the Executive: Chief Marketing Officer,
Chief Technology Officer, Senior Vice President of Corporate Marketing, Senior
Vice President of Hardware Automation Group, Senior Vice President of Sales and
Customer Service, Chief Financial Officer, Senior Vice President of Software
Systems Group, Senior Vice President of Global Operations, Vice President of
Quality Assurance, Senior Vice President of Human Resources, Senior Vice
President of New Business Development and any position necessary to fulfill the
duties of the President or Chief Operating Officer. The General Counsel will
report directly to the then existing Chief Executive Officer until the
Transition Date. Effective as of the Transition Date, the General Counsel shall
report to the Executive.
3. Other Activities. Subject to the terms and conditions of the Non-Competition
and Proprietary Information Agreement attached hereto as Exhibit A, Executive
may serve on corporate, civic, charitable boards or committees, fulfill speaking
engagements, teach at educational institutions or manage personal investments;
provided that such activities do not individually or in the aggregate interfere
or conflict with the performance of his duties or obligations under this
Restated Agreement.
4. Performance. During the Employment Term, Executive shall use his business
judgment, skill and knowledge for the advancement of the Company's interests and
to discharge his duties and responsibilities hereunder. Executive shall perform
and discharge, faithfully, diligently and to the best of his ability, his duties
and responsibilities hereunder. Subject to Section 3 hereof, Executive shall
devote substantially all of his working time and efforts to the business and
affairs of the Company.
5. Consulting Agreement. Following the earlier of the date of the termination of
Executive's employment with the Company without Cause, the date of Executive's
resignation from the Company other than by reason of Long-Term Disability or
death, or the date of the expiration of the Employment Term, the Company agrees
that it shall retain the Executive as a consultant for a period of four (4)
years (the "Consulting Term"), and upon the happening of any of the aforesaid
events, the Company and Executive shall enter into the Consulting Agreement
attached hereto as Exhibit C.
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6. Compensation and Benefits.
6.1. Base Salary. As consideration for Executive's services performed
during the Employment Term, the Company agrees to pay Executive a base salary of
$350,000 per year (the "Base Salary") payable, in accordance with the normal
payroll practices of the Company for its executives, and subject to federal and
state tax withholding. The Base Salary shall be reviewed annually by the
compensation committee of the Board of Directors (the "Compensation Committee")
and adjusted as determined by the Compensation Committee (the Base Salary as
adjusted from time to time shall be referred to as the "Current Base Salary").
6.2. Annual Management Bonus. Executive shall be eligible to receive
cash bonuses each year from the Company determined by the Compensation Committee
until the Transition Date pursuant to the Xxxxxx Management Bonus Program
approved in December 2003 and thereafter determined by the Compensation
Committee in accordance with bonus programs to be developed by the Compensation
Committee(the "Annual Management Bonus"). The Annual Management Bonus shall be
reviewed at least annually by the Compensation Committee. Any such Annual
Management Bonuses paid to Executive shall be in addition to the Current Base
Salary.
6.3. Option Grants/Restricted Stock. Subject to the approval of the
Compensation Committee, the Company may grant Executive additional options to
purchase shares of Company common stock as determined in the sole discretion of
the Compensation Committee. On the Transition Date, the Company shall issue
Executive 50,000 shares of restricted stock (the "Restricted Stock") that will
vest as follows: 6.25% of the shares shall vest on the last day of each three
(3) month period following the share issuance, subject to the terms and
conditions as set forth in the governing restricted stock agreement. The options
granted (i) on February 3, 2003, under Section 5.4 of the Original Employment
Agreement (defined therein and herein as the "Initial Grant") shall continue to
vest in accordance with the following terms: 25% on the one year anniversary of
the grant date and the remaining shares at a rate of 6.25% on the last day of
each three month period following the first year anniversary date of the grant,
and (ii) on October 16, 2003, shall continue to vest at a rate of 6.25% on the
last day of each three month period following the first year anniversary date of
grant, subject to the terms and conditions contained herein.
6.4. Sign-on Bonus. Subject to Sections 7 and 8 hereof, the Executive
shall receive a bonus payment of $300,000 on January 1, 2005 (defined in the
Original Employment Agreement and herein as the "Second Deferred Sign-on
Bonus"). Any such Second Deferred Sign-on Bonus paid to the Executive shall be
in addition to the Annual Management Bonus, if any.
6.5. Benefits. During the Employment Term, Executive shall be eligible
for participation in and shall receive all benefits available under the Xxxxxx
Automation, Inc. 401(k) Plan, and the Company's welfare benefit plans,
practices, policies and programs (including disability, salary continuance,
group life, accidental death and travel accident insurance plans and programs)
normally available to other senior executives.
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6.6. Business Expenses. Executive shall be entitled to receive prompt
reimbursement during the Employment Term for all reasonable employment-related
expenses incurred or paid by him in the performance of his services, subject to
reasonable substantiation and documentation.
6.7. Corporate Opportunities. Executive agrees that he will first
present to the Chief Executive Officer, until the Transition Date, or the Board
of Directors thereafter, for acceptance or rejection on behalf of the Company,
any opportunity to create or invest in any company which is or will be involved
in providing or furnishing equipment, systems, components, products, software or
services to customers in industries that the Company serves (including, without
limitation, the semiconductor and flat panel display industries) which comes to
his attention and in which he, or any affiliate, might desire to participate. If
the Board of Directors, or, if applicable, the Chief Executive Officer, rejects
the same or fails to act thereon in a reasonable time, Executive shall be free
to invest in, participate or present such opportunity to any other person or
entity, subject to the other terms of this Restated Agreement.
7. Termination Events.
7.1. Long-Term Disability. This Restated Agreement shall terminate and
any and all rights and obligations of the Company and Executive hereunder shall
cease and be completely void except as specifically set forth in this Restated
Agreement, upon the death or Long-Term Disability (as defined below) of
Executive.
7.1.1. Long-Term Disability. For purposes of this Restated
Agreement, "LONG-TERM DISABILITY" shall mean any disability of Executive that
prevents Executive from devoting to the business of the Company his best
efforts, skill and attention, for a period of 180 consecutive days.
7.2. Termination by the Company. At the election of the Company, this
Restated Agreement shall terminate and any and all rights and obligations of the
Company and Executive hereunder shall cease and be completely void except as
specifically set forth in this Restated Agreement, upon the earliest to occur of
the following: (i) the termination of Executive by the Company with Cause (as
defined below) under this Restated Agreement and delivery of written notice in
accordance with Sections 7, 8 and 14 or (ii) the termination of Executive by the
Company without Cause upon delivery of written notice in accordance with
Sections 7, 8 and 14.
7.2.1. Cause. For purposes of this Restated Agreement, "CAUSE"
shall include, without limitation, the occurrence of any of the following events
during the Employment Term of this Restated Agreement:
(i) Executive's conviction of, or the entry of a plea of
guilty or nolo contendere to any misdemeanor involving moral
turpitude or any felony;
(ii) fraud, embezzlement, or similar act of dishonesty,
unauthorized disclosure, attempted disclosure, use or
attempted use of confidential information; acts prejudicial to
the interest or reputation of the Company; or falsification,
concealment or distortion of management information;
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(iii) material misrepresentation in connection with the
Executive's application for employment with the Company;
(iv) conduct by the Executive constituting an act of moral
turpitude, or acts of physical violence while on duty;
(v) the Executive's willful failure or refusal to perform the
duties on behalf of the Company which are consistent with the
scope and nature of the Executive's responsibilities, or
otherwise to comply with a lawful directive or policy of the
Company;
(vi) any act of gross negligence, gross corporate waste or
disloyalty by the Executive to the Company or the commission
of any intentional tort by the Executive against the Company;
or
(vii) material breach of this Restated Agreement by the
Executive.
7.3. Termination by Executive. At the election of the Executive, this
Restated Agreement shall terminate and any and all rights and obligations of the
Company or Executive hereunder shall cease and be completely void except as
specifically set forth in this Restated Agreement, upon the earliest to occur of
the following: (i) the Executive's resignation for Good Reason (as defined
below); provided that Executive shall have first provided the Company with
written notice in accordance with Section 14 of the occurrence of such action he
believes constitutes Good Reason and the Company shall have failed to remedy
such action within thirty (30) days of its receipt of such notice; or (ii) the
Executive's resignation without Good Reason upon delivery of written notice in
accordance with Section 14.
7.3.1. Good Reason. "GOOD REASON" shall mean the Company has
taken action that serves to materially, adversely change Executive's status by a
reduction in title or a material reduction in his duties without Executive's
consent.
7.4. Termination following a Change of Control. This Restated Agreement
shall terminate and any and all rights and obligations of the Company or
Executive hereunder shall cease and be completely void except as specifically
set forth in the Restated Agreement upon the Executive's resignation for Good
Reason or termination by the Company without Cause within one year following a
Change of Control (as defined below).
7.4.1. Change of Control. For purposes hereof a "CHANGE OF
CONTROL" of the Company shall be deemed to have occurred if:
(i) any "person" or group of affiliated "persons" (as such
term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act), becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities representing more than 49% of the total voting
power represented by the Company's then outstanding voting
securities (except in connection with a merger, which the
Board approves and that the Executive consents to and approves
or a merger in respect of which, pursuant to Section 251(f) of
the
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Delaware General Corporation law, as now in effect and as the
same may be amended from time to time, no vote of the
stockholders of Company is required);
(ii) the Board approves, and the stockholders of the Company
approve, if necessary, a plan of complete liquidation of the
Company, or the Company sells or otherwise disposes of
substantially all of its assets to any "person" or group of
affiliated "persons" (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act); or
(iii) individuals who, as of the date hereof, constitute the
Company Board (the "Incumbent Company Board") cease for any
reason to constitute at least a majority of the Company Board,
provided that any person becoming a director subsequent to the
date hereof whose election, or nomination for election by
Company's stockholders, was approved by a vote of at least a
majority of the directors comprising the Incumbent Company
Board shall be, for purposes of this Restated Agreement,
considered as though such person were a member of the
Incumbent Company Board.
7.5. Termination Date. The term "Termination Date" shall mean the
earlier of (i) the expiration of the Employment Term or (ii) if the date
Executive's services are terminated (A) by his death, then the date of his
death, or (B) by his Long-Term Disability, then the 180th day of such
disability, or (C) for any other reason, then the date on which such termination
is to be effective pursuant to the notice of termination to be given by the
party terminating the employment relationship.
8. Effect of Termination.
8.1. Termination for Death or Disability. It is expressly acknowledged
and agreed that if Executive's employment shall be terminated due to Executive's
death or Long-Term Disability, all of the obligations under Sections 1 through 6
of the Company and Executive shall cease except that the Company shall pay, or
provide the following benefits, to Executive without further recourse or
liability to the Company:
(i) an amount equal to the unpaid portion of Executive's
Current Base Salary earned through the Termination
Date;
(ii) an amount equal to the prorata Annual Management
Bonus for the completed portion of the current annual
pay period where the total Annual Management Bonus is
determined in accordance with Section 6.2;
(iii) an amount equal to any unpaid Second Deferred Sign-on
Bonus due on or before the Termination Date; and
(iv) an amount equal to the value of Executive's vacation
accrued as of the Termination Date.
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8.2. Termination by the Company.
8.2.1. Termination by the Company for Cause. It is expressly
acknowledged and agreed that if Executive is terminated by the Company for
Cause, all of the obligations under Sections 1 through 6 of the Company and
Executive shall cease except that the Company shall pay immediately after the
Termination Date the following amounts to the Executive without further recourse
or liability to the Company:
(i) an amount equal to the sum of Executive's Current
Base Salary earned through the Termination Date; and
(ii) an amount equal to the value of Executive's vacation
accrued as of the Termination Date.
8.2.2. Termination By the Company Without Cause . It is
expressly acknowledged and agreed that if Executive's employment shall be
terminated by Company for any reason, except as set forth in Sections 7.1,
7.2(i) and 7.4, at any time prior to the expiration of the Employment Term, then
all of the obligations under Sections 1 through 4 and 6 of the Company and
Executive shall cease except that the Company shall pay, or provide the
following benefits, to Executive without further recourse or liability to the
Company:
(i) an amount equal to the unpaid portion of Executive's
Current Base Salary earned through the Termination
Date;
(ii) the prorata portion of Executive's then current
Current Base Salary for the remaining balance of the
Employment Term;
(iii) an amount equal to the prorata Annual Management
Bonus for the completed portion of the current annual
pay period where the total Annual Management Bonus is
determined in accordance with Section 6.2;
(iv) an amount equal to any unpaid Second Deferred Sign-on
Bonus;
(v) an amount equal to the value of Executive's vacation
accrued as of the Termination Date; and
(vi) notwithstanding anything herein or in the governing
plan, stock or option agreement to the contrary, all
stock options and Restricted Stock shall continue to
vest in accordance with the vesting schedule therein,
without regard to any continued employment or other
relationship with the Company, and, if applicable,
remain exercisable, for the remaining option term.
8.3. Termination by Executive
8.3.1. Termination by Executive Without Good Reason. It is
expressly acknowledged and agreed that if Executive resigns without Good Reason,
then all of the
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obligations under Sections 1 through 4 and 6 of the Company and Executive shall
cease except that the Company shall pay, or provide the following benefits, to
Executive without further recourse or liability to the Company:
(i) an amount equal to the unpaid portion of Executive's
Current Base Salary earned through the Termination
Date; and
(ii) an amount equal to the value of Executive's accrued
vacation pay.
8.3.2. Termination by Executive For Good Reason. It is
expressly acknowledged and agreed that if Executive's employment shall be
terminated because the Executive resigns for Good Reason at any time prior to
the expiration of Employment Term, except as set forth in Section 7.4, then all
of the obligations under Sections 1 through 4 and 6 of the Company and Executive
shall cease except that the Company shall pay, or provide the following
benefits, to Executive without further recourse or liability to the Company:
(i) an amount equal to the unpaid portion of Executive's
Current Base Salary earned through the Termination
Date;
(ii) the pro rata portion of Executive's then current
Current Base Salary for the remaining balance of the
Employment Term;
(iii) an amount equal to the prorata Annual Management
Bonus for the completed portion of the current annual
pay period where the total Annual Management Bonus is
determined in accordance with Section 6.2;
(iv) an amount equal to any unpaid Second Deferred Sign-on
Bonus;
(v) an amount equal to the value of Executive's vacation
pay accrued as of the Termination Date; and
(vi) notwithstanding anything herein or in the governing
plan, stock or option agreement to the contrary, all
stock options and Restricted Stock shall continue to
vest in accordance with the vesting schedule therein,
without regard to any continued employment or other
relationship with the Company, and, if applicable,
remain exercisable, for the remaining option term.
8.4. Termination following a Change of Control. It is expressly
acknowledged and agreed that if Executive's employment shall be terminated
because the Executive resigns for Good Reason or is terminated by the Company
without Cause within one year following a Change of Control, all of the
obligations under Sections 1 through 4 and 6 of the Company and Executive shall
cease except that the Company shall pay, or provide the following benefits, to
Executive without further recourse or liability to the Company:
(i) an amount equal to the unpaid portion of Executive's
Current Base Salary earned through the Termination
Date;
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(ii) the pro rata portion of Executive's then current
Current Base Salary for the remaining balance of the
Employment Term;
(iii) an amount equal to the value of Executive's vacation
accrued as of the Termination Date;
(iv) notwithstanding anything herein or in the governing
plan, stock or option agreement to the contrary, all
stock options and Restricted Stock shall continue to
vest in accordance with the vesting schedule therein,
without regard to any continued employment or other
relationship with the Company, and, if applicable,
remain exercisable, for the remaining option term;
and
(v) an amount equal to any unpaid Second Deferred Sign-on
Bonus.
8.5. 280G. In the event that the Executive shall become entitled to
payment and/or benefits provided by this Restated Agreement or any other amounts
in the "nature of compensation" (whether pursuant to the terms of this Restated
Agreement or any other plan, arrangement or agreement with the Company, any
person whose actions result in a change of ownership or effective control
covered by Section 280G(b)(2) of the Code or any person affiliated with the
Company or such person) as a result of such change in ownership or effective
control (collectively the "Company Payments"), and such Company Payments would
be subject to the tax imposed by Section 4999 of the Code (together with any
similar tax that may hereafter be imposed by any taxing authority, the "Excise
Tax") the Executive shall be solely responsible for the payment in full of any
such Excise Tax; and the Company shall withhold any federal or state taxes as
required by applicable law.
9. Noncompetition Agreement. The Executive shall execute the Amended and
Restated Non-Competition and Proprietary Information Agreement attached as
Exhibit A to this Restated Agreement.
10. Assignment. Neither the Company nor Executive may make any assignment of
this Restated Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other party; provided,
however, that the Company may assign its rights and obligations under this
Restated Agreement without the consent of Executive if the Company shall
hereafter effect a reorganization, consolidate with, or merge into any other
entity or transfer all or substantially all of its properties or assets to any
other person or entity. This Restated Agreement shall be binding upon and inure
to the benefit of the Company, Executive and their respective successors,
executors, administrators, heirs and permitted assigns.
11. Indemnification. The Executive shall execute the Amended and Restated
Indemnification Agreement attached as Exhibit B to this Restated Agreement.
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12. Waiver. The waiver by any party hereto of a breach of any provision of this
Restated Agreement by any other party will not operate or be construed as a
waiver of any other or subsequent breach by such other party.
13. Severability. The parties agree that each provision contained in this
Restated Agreement shall be treated as a separate and independent clause, and
the unenforceability of any one clause shall in no way impair the enforceability
of any of the other clauses herein. Moreover, if one or more of the provisions
contained in this Restated Agreement shall for any reason be held to be
excessively broad as to scope, activity or subject, such provisions shall be
construed by the appropriate judicial body by limiting and reducing it or them,
so as to be enforceable to the extent compatible with the applicable law.
14. Notices. Any notice or other communication in connection with this Restated
Agreement shall be deemed to be delivered if in writing, addressed as provided
below and actually delivered at said address:
If to Executive, to him at the following address:
Xxxxxx X. Xxxxx
00 Xxxxxx Xxxxx Xxxx
Xxxx 000
Xxxxxxx, XX 00000
If to the Company, to it at the following address:
Xxxxxx Automation, Inc.
00 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, XX 00000
Attn: General Counsel
or to such other person or address as to which either party may notify
the other in accordance with this Section 14.
15. Medical Benefits. The Executive shall be eligible for participation in the
Company's family medical, prescription and dental benefit plans normally made
available to other senior executives until Executive attains age 64.
16. Relocation. The Company shall reimburse the Executive to the extent the bona
fide sales price for Executive's condominium located at 00 Xxxxxx Xxxxx Xxxx,
Xxxx 000, Xxxxxxx, XX 00000, (the "Condominium") is less than Executive's
original purchase price for the Condominium provided the sale occurs during the
Employment Term or within six months following the expiration of the Employment
Term; and, provided, further, that the Executive shall provide the Company with
written notice ten (10) business days prior to the sale and a right of first
refusal to buy the Condominium.
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17. Arbitration. In the event of a dispute between the parties as to the meaning
or interpretation of this Restated Agreement, or the performance of either party
hereunder, either party may submit the matter for arbitration in Boston,
Massachusetts, to the American Arbitration Association, which is expressly
permitted and required hereby, to include the reasonable costs of arbitration,
including attorney fees, of the prevailing party, in its decision. If the
nonprevailing party should then fail to comply with such decision, the
reasonable costs of enforcement, including attorneys' fees, shall be paid to the
prevailing party. Such costs shall specifically include any judicial proceeding
to confirm such decision.
18. Applicable Law. This Restated Agreement shall be interpreted and construed
in accordance with the laws of the Commonwealth of Massachusetts.
19. Remedies. Executive acknowledges that a breach of any of the promises or
agreements contained herein could result in irreparable and continuing damage to
the Company for which there may be no adequate remedy at law, and the Company
shall be entitled to seek injunctive relief and/or a decree for specific
performance, and such other relief as may be proper (including monetary damages
if appropriate).
20. Integration. This Restated Agreement, the Executive Non-Competition and
Proprietary Information Agreement attached as Exhibit A hereto, the Amended and
Restated Indemnification Agreement attached as Exhibit B hereto, and the
Employment Agreement, unless otherwise provided herein, form the entire
agreement between the parties hereto with respect to the subject matter
contained in this Restated Agreement and shall supersede all prior agreements,
oral discussions, promises and representations regarding employment,
compensation, severance or other payments contingent upon termination of
employment, whether in writing or otherwise.
21. Documents and Materials. Upon termination of this Restated Agreement or at
any other time upon the Company's request, Executive will promptly deliver to
the Company, without retaining any copies, all documents and other materials
whether in paper or electronic form or resident on any other media, furnished to
him by the Company, prepared by him for the Company or otherwise relating to the
Company's business, including, without limitation, all written and tangible
material in his possession incorporating any proprietary information.
22. Absence of Conflicting Obligations. Executive represents that he is not
bound by any agreement or any other existing or previous business relationship
which conflicts with or prevents the full performance of his duties and
responsibilities during the Employment Term. Executive further represents that
his obligations under this Restated Agreement do not breach and will not breach
any agreement to keep in confidence proprietary information, knowledge or data
acquired by him.
23. Survival. Notwithstanding any provisions of this Restated Agreement to the
contrary, the obligations of Executive and the Company pursuant to Sections 7
through 24 hereof shall each survive termination of this Restated Agreement.
24. Effect of Headings. Any title of a section heading contained herein is for
convenience of reference only, and shall not affect the meaning of construction
or any of the provisions hereof.
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands,
as of the date first above written.
/S/ XXXXXX X. XXXXX
-------------------------------
Xxxxxx X. Xxxxx
XXXXXX AUTOMATION, INC.
By: /S/ XXXXXX X. XXXXX
-------------------
Xxxxxx X. Xxxxx
Senior Vice President, General Counsel and
Secretary
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