Exhibit 10.22
IWO Holdings, Inc.
Independent Wireless One Corporation
000 Xxxxx Xxxx Xxxxxxxxx
Xxxxxx, Xxx Xxxx 00000
September 20, 2000
Xx. Xxxxxx X. Xxxxxxx
00 Xxxxxxxx Xxxx, Xxx.00
Xxx Xxx, Xxx Xxxx 00000
Re: Stock Option Agreement, dated as of April 9, 2000 (the "First Stock Option
Agreement"), between IWO Holdings, Inc. ("Holdings") and you; Stock Option
Agreement, dated as of September 13, 2000 (the "Second Stock Option Agreement"),
between Holdings and you; Warrant, dated May 1, 2000 to Purchase Shares of Class
B Common Stock of IWO Holdings, Inc. granted to you (the "Warrant"); and
Employment Agreement, dated as of April 9, 2000 (the "Employment Agreement"),
among Holdings, Independent Wireless One Corporation ("IWO") and you.
Dear Xxxxx:
With reference to the above agreements, this letter agreement sets forth certain
understandings reached between Holdings, IWO and you.
1. Attached hereto as Exhibit A is a true and correct copy of the First Stock
Option Agreement. The First Stock Option Agreement shall be amended as follows:
(a) Section 1 shall be amended by deleting the definitions of "Approved Sale,"
"Daily Vesting" and "Initial Public Offering" and replacing such definitions
with the following definitions:
"Approved Sale" means a transaction or a series of related transactions other
than a Designated Merger: (i) including, but not limited to, by way of merger or
consolidation, which results in any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to
either of the foregoing), other than (A) any one or more of the Initial
Stockholders or Affiliates thereof or (B) a non-U.S. entity with respect to
which an Initial Stockholder or Affiliate thereof has an administrative
relationship, becoming the "beneficial owner" (as defined in Rule 13d- 3 under
the Exchange Act), directly or indirectly, of a majority of the total voting
power of the capital stock of Holdings or otherwise able to elect a majority of
the board of directors of Holdings (for purposes of this definition, such person
or group shall be deemed to beneficially own capital stock of Holdings that is
held by any other corporation so long as such person or group beneficially owns,
directly or indirectly, in the aggregate a majority of the total capital stock
of such other corporation); or (ii) which results in the sale, transfer,
assignment, lease, conveyance or other disposition, directly or
indirectly, of all or substantially all the assets of Holdings and its
subsidiaries, considered as a whole (other than to an Affiliate thereof).
"Daily Vesting" means vesting of the applicable portion of the Option
proportionately for each of the days during the applicable period that the
Optionee is employed by Holdings such that if Optionee remains employed for all
of the days during such applicable period such applicable portion of the Option
shall be vested in full.
"Initial Public Offering" means the sale of any of the common stock of Holdings
or the issuance of common stock of any Person in exchange for 100% of the
capital stock of Holdings pursuant to a registration statement that has been
declared effective under the Act, if following such sale or exchange (i) the
issuer is a reporting company under Section 12(b) or 12(g) of the Securities
Exchange Act of 1934, as amended, and (ii) such stock is traded on the New York
Stock Exchange or the American Stock Exchange, or is quoted on the Nasdaq
National Market System or is traded or quoted on any other national stock
exchange or national securities system.
(b) Section 1 shall be amended further by adding the following definition:
"Designated Merger" means a transaction that results in the merger,
consolidation or amalgamation of Holdings with or into any Person that results
in the conversion of the outstanding shares of capital stock of Holdings into
shares of capital stock of such Person (or its Affiliate) and such Person (or
its Affiliate) has an affiliation with Sprint Spectrum L.P. (or its Affiliates)
similar to the affiliation between IWO and Sprint Spectrum L.P. and its
Affiliates (other than with respect to the territory covered).
(c) Section 3 shall be amended to add the following new clauses (c) and (d):
"(c) Upon the occurrence of an Initial Public Offering, the portion of the
Performance Vesting Option that is not yet exercisable shall cease to vest on
the basis of performance and, instead, shall vest on the basis of Daily Vesting
over a period from January 1 of the year in which the closing of the Initial
Public Offering occurs through December 31, 2002.
(d) Notwithstanding Section 3(a) and Section 3(b), upon the occurrence of a
Designated Merger:
(i) the schedule set forth in Section 3(a) shall not apply with respect to 20%
of the Performance Vesting Options and Time Vesting Options that are not yet
exercisable (and shall continue to apply to the
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remaining 80% of such options) and the Optionee shall have the right to exercise
such 20% of all unexercisable Performance Vesting Options and Time Vesting
Options; and
(ii) if Optionee's employment is terminated by Holdings without Cause within 12
months following the closing of such Designated Merger, then the schedule set
forth in Section 3(a) shall not apply with respect to the Performance Vesting
Options and Time Vesting Options that are not yet exercisable and the Optionee
shall have the right to exercise 100% of all unexercisable Performance Vesting
Options and Time Vesting Options."
(d) Section 4(b) shall be amended by deleting such section in its entirety and
replacing such section with the following:
"(b) The unexercisable portion of the Time Vesting Option and the Performance
Vesting Option shall expire on the earlier to occur of (i) the Termination Date
(giving effect to the vesting of such unexercisable portion in accordance with
Section 3(d)(ii), if applicable), provided that, if prior to an Initial Public
Offering, a pro rata portion of the portion of the Performance Vesting Option
scheduled to become exercisable in the year including the Termination Date shall
become exercisable as if the Optionee's employment had not been terminated if
performance targets for the Fiscal Year during which the Termination Date have
been met or exceeded, or (ii) except to the extent provided in Section 3(b),
Section 3(d) and Section 6(a), an Approved Sale or a Designated Merger. The
proration provided for in clause (b)(i) above will be determined by the number
of days elapsed in the year in which the termination occurred before the
Termination Date. The Performance Vesting Options that become exercisable
pursuant to clause (b)(i) above shall expire one year following the date on
which the Optionee received notice that the performance targets were met."
(e) Section 6(a) shall be amended by deleting such section in its entirety and
replacing such section with the following:
"(a) In the event of an Approved Sale or a Designated Merger, the unexercised
portion of the Option shall terminate upon such Approved Sale or Designated
Merger unless (i) provision is made in writing in connection with such Approved
Sale or Designated Merger for the assumption of such Options, or for the
substitutions of such Options of new awards covering the securities of a
successor entity or an Affiliate thereof, with appropriate adjustments as to the
number and kind of securities and exercise prices, in which event such
outstanding Options shall continue or be replaced, as the case may be, in the
manner and under the terms so provided; or (ii) the Board of Directors otherwise
shall provide in writing for such adjustments as it deems appropriate in the
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terms and conditions of the then-outstanding Options, including without
limitation (A) accelerating the vesting of outstanding Options and/or (B)
providing for the cancellation of Options and their automatic conversion into
the right to receive the securities, cash or other consideration that a holder
of the shares underlying such Options would have been entitled to receive upon
consummation of such Approved Sale or Designated Merger had such shares been
issued and outstanding immediately prior to the closing date of the Approved
Sale or Designated Merger (net of the appropriate option exercise prices). If
pursuant to this Section 6(a) the Options are to terminate upon an Approved Sale
or Designated Merger without provision for any of the actions described in
clause (i) or (ii) above, then the Optionee shall be given at least ten (10)
days' prior notice of the proposed Approved Sale or Designated Merger and shall
be entitled to exercise such exercisable but unexercised portion of the Option
(including all options that become exercisable immediately prior to the Approved
Sale pursuant to Section 3(b) or the Designated Merger pursuant to Section
3(d)(i)) at any time during such ten (10) day period up to and until the close
of business on the day immediately preceding the date of consummation of such
Approved Sale or Designated Merger, and, notwithstanding Section 7 hereof, the
Exercise Price may, at the option of the Optionee, be paid in whole or in part
by delivery of shares of the Class B Common Stock owned by the Optionee (the
value of such shares delivered as payment of the Exercise Price shall be
determined based on and consistent with the value of the consideration to be
tendered in connection with such Approved Sale or Designated Merger), and upon
exercise of the Option the Option Shares shall be treated in the same manner as
the shares of any other holder of Class B Common Stock."
2. Attached hereto as Exhibit B is a true and correct copy of the Employment
Agreement.
(a) You agree that in the case of a Panthers Merger (as defined in Section 3(d)
hereof), the obligations of the parties under the Employment Agreement with
respect to Section 2(a) thereof will be satisfied if you (i) serve (x) as Chief
Financial Officer or Chief Operating Officer or (y) in a senior staff or
operating position, in either case of the entity ("Parent") issuing shares of
its capital stock in connection with such Panthers Merger, and (ii) perform such
duties as are appropriate to such office and not inconsistent therewith as may
be assigned to you by the board of directors of Parent; provided, that Holdings
or Parent shall have provided to you prior to the closing of such Panthers
Merger a written notice specifying the title, nature and initial duties (which
you understand may change) of such position (the "Position Notice"), and you
shall have until the date occurring 14 days after the date you receive the
Position Notice to reject such position (the "Response Date").
(b) (i) You agree that in the case of Holdings entering into a merger agreement
with respect to a Panthers Merger, and if so requested by Parent after the
closing of such Panthers Merger, you will relocate to a new residence in the
vicinity of the headquarters of Parent no later than the later of July 31, 2001
or the date occurring six months following the
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closing of such Panthers Merger (the period from the date of such request until
such later date, the "Transition Period"). In such event, for the Transition
Period or, if earlier, until the date you acquire a new residence in the
vicinity of Parent, IWO will lease on your behalf an executive residential
quarters in the vicinity of Parent at a cost no greater than $2,500.00 per
month. You shall also be paid or reimbursed for reasonable expenses incurred by
you in commuting to and from such quarters to your existing residence or
quarters, as the case may be, in the vicinity of Holdings no more frequently
than weekly during the Transition Period or, if earlier, until the date you
acquire a new residence in the vicinity of Parent. In addition, in the case of
Holdings entering into such merger agreement, you agree to enter into the
Transition Relocation Expense Agreement attached as Exhibit C, pursuant to which
IWO will provide to you approximately $100,000 of relocation money subject to
the terms and conditions contained therein.
(ii) Notwithstanding Section 2(b)(i), you may, at your option, relocate to a new
residence in the vicinity of the headquarters of Parent at any time after
Holdings enters into a merger agreement with respect to a Panthers Merger, in
which case this Section 2(b)(ii) shall apply instead of Section 2(b)(i), and the
"Transition Period" shall be the period from the date you provide written notice
to Holdings of the exercise of your option (the "Option Notice") until the date
occurring 15 days after the closing of such Panthers Merger. In such event, for
the Transition Period or, if longer, for 120 days after the date of the Option
Notice, but in either case no later than the date you acquire a new residence in
the vicinity of Parent, IWO will lease on your behalf an executive residential
quarters in the vicinity of Parent at a cost no greater than $2,500.00 per
month. In addition, for the Transition Period, IWO will lease on your behalf an
executive residential quarters in the vicinity of Holdings at a cost no greater
than $2,500.00 per month. You shall also be paid or reimbursed for reasonable
expenses incurred by you in commuting to and from such quarters to your
residence or quarters, as the case may be, in the vicinity of Parent no more
frequently than weekly during the Transition Period. In addition, in the case of
Holdings entering into such merger agreement, you agree to enter into the
Transition Relocation Expense Agreement attached as Exhibit C, pursuant to which
IWO will provide to you approximately $100,000 of relocation money subject to
the terms and conditions contained therein.
(c) You agree that in the case that Holdings enters into a merger agreement with
respect to a Panthers Merger, the closing of such Panthers Merger does not occur
for any reason and you have relocated to a new residence in the vicinity of the
headquarters of Parent pursuant to Section 2(b) hereof, you will relocate to a
residence in the vicinity of the headquarters of Holdings no later than July 31,
2001 (the "Re-Transition Period"). In such event, for the Re- Transition Period
or, if earlier, until the date you acquire a new residence in the vicinity of
Holdings, IWO will lease on your behalf an executive residential quarters at a
cost no greater than $2,500.00 per month. You shall also be paid or reimbursed
for reasonable expenses incurred by you in commuting to and from such quarters
to your existing home in the vicinity of Parent no more frequently than weekly
during the Re-Transition Period, and you agree to enter into the Re- Transition
Relocation Expense Agreement attached as Exhibit D, pursuant to which IWO will
provide to you approximately $100,000 of relocation money subject to the terms
and conditions contained therein.
3. Attached hereto as Exhibit E is a true and correct copy of the Warrant. Such
Warrant shall be amended as follows:
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(a) The words "or Panthers Merger" shall be inserted at the end of the
parenthetical clause in the heading thereof (appearing below the legend);
(b) The words "or upon a Panthers Merger" shall be added to the end of the first
sentence in the first full paragraph following the heading thereof;
(c) Section 1 shall be amended by deleting the definition of "Approved Sale" and
replacing such definition with the following definition:
"Approved Sale" means a transaction or a series of related transactions other
than a Panthers Merger: (i) including, but not limited to, by way of merger or
consolidation, which results in any "person" or "group" (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act or any successor provisions to
either of the foregoing), other than (A) any one or more of the Initial
Stockholders or Affiliates thereof or (B) a non-U.S. entity with respect to
which an Initial Stockholder or Affiliate thereof has an administrative
relationship, becoming the "beneficial owner" (as defined in Rule 13d- 3 under
the Exchange Act), directly or indirectly, of a majority of the total voting
power of the capital stock of Holdings or otherwise able to elect a majority of
the board of directors of Holdings (for purposes of this definition, such person
or group shall be deemed to beneficially own capital stock of Holdings that is
held by any other corporation so long as such person or group beneficially owns,
directly or indirectly, in the aggregate a majority of the total capital stock
of such other corporation); or (ii) which results in the sale, transfer,
assignment, lease, conveyance or other disposition, directly or indirectly, of
all or substantially all the assets of Holdings and its subsidiaries, considered
as a whole (other than to an Affiliate thereof).
(d) Section 1 shall be amended further by adding the following definition:
"Panthers Merger" means a transaction that (i) results in the merger,
consolidation or amalgamation or other business combination of Holdings with or
into an entity referred to by Holdings as "Panthers," or the sale, transfer,
assignment, lease, conveyance or other disposition, directly or indirectly, of
all or substantially all the assets of Holdings and its subsidiaries, considered
as a whole, to Panthers, and (ii) closes prior to March 31, 2001.
(e) Section 2(a)(ii) shall be amended to delete the "or" at the end of Section
2(a)(ii).
(f) Section 2(a)(iii) shall be amended to replace the "." at the end of Section
2(a)(iii) with "; or".
(g) Section 2(a) shall be amended to add the following new clause (iv):
"(iv) immediately prior to the closing of a Panthers Merger."
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(h) Section 2(b)(ii) shall be amended to delete the "or" at the end of Section
2(b)(ii).
(i) Section 2(b)(iii) shall be amended to replace the "." at the end of Section
2(b)(iii) with "; or".
(j) Section 2(b) shall be amended to add the following new clause (iv):
"(iv) immediately prior to the closing of a Panthers Merger."
(k) Section 2(c) shall be amended by deleting such section in its entirety and
replacing such section with the following:
"(c) Holdings shall give to the Holder written notice (the "Holdings Notice") of
the occurrence of an Approved Sale or a Panthers Merger at least 20 days prior
to the anticipated closing of such Approved Sale or Panthers Merger or an
Initial Investors Cash-Out within 100 days following such Initial Investors
Cash-Out."
(l) Section 2(f) shall be amended by deleting such section in its entirety and
replacing such section with the following:
"(f) (i) If the Holdings Notice is with respect to a Panthers Merger, the Holder
shall notify Holdings on or before five days prior to the anticipated closing
date of such Panthers Merger of such Holder's exercise; (ii) with respect to an
Approved Sale, if the Holdings Notice states that Holdings anticipates that such
event will cause the vesting of the 40% IRR Warrant or the 60% IRR Warrant, the
Holder shall notify Holdings on or before five days prior to the anticipated
closing date of such Approved Sale of such Holder's exercise; and (iii) with
respect to an Initial Investors Cash-Out, if the Holdings Notice states that
such event has caused the vesting of either of such warrants, the Holder shall
notify Holdings on or before five days following receipt of the Holdings Notice
of such Holder's exercise of this Warrant (the "Notice Date") . This Warrant
shall be exercisable by the Holder in whole only, and not in part, by the
surrender of this Warrant and delivery to Holdings on or before the Notice Date
of (i) a duly executed notice of exercise in the form of Exhibit A (a "Notice of
Exercise") and (ii) at the option of the Holder, either (A) the Exercise Price
for the Warrant Shares, payable in cash or by wire transfer to a bank account
designated by Holdings or (B) in the case of a Panthers Merger, a notice by
Holder to Holdings requesting the Warrant Shares be issued net of the
appropriate Exercise Price (to be determined based on and consistent with the
value of the consideration to be tendered in connection with such Panthers
Merger)."
(m) Section 2(g) shall be amended by deleting such section in its entirety and
replacing such section with the following:
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"(g) This Warrant shall terminate automatically upon the closing of an Approved
Sale or a Panthers Merger and this Warrant shall no longer be of any force or
effect, unless (i) provision is made in writing in connection with such
transaction for the continuance of this Warrant and for the assumption of this
Warrant, or for the substitution for this Warrant of a new Warrant covering the
securities of a successor entity or an affiliate thereof, with appropriate
adjustments as to the number and kind of securities and exercise price, in which
event this Warrant shall continue or be replaced, as the case may be, in the
manner and under the terms so provided; or (ii) the Board of Directors of
Holdings shall provide in writing for such adjustment as it deems appropriate in
terms and conditions of this Warrant, including without limitation (A)
accelerating the vesting of this Warrant and/or (B) providing for the
cancellation of this Warrant and its automatic conversion into the right to
receive the securities, cash or other consideration that the Holder would have
been entitled to receive upon consummation of such Approved Sale or Panthers
Merger had Warrant Shares been issued and outstanding immediately prior to the
Approved Sale or Panthers Merger (net of the appropriate exercise price)."
4. Attached hereto as Exhibit F is a true and correct copy of the Second Stock
Option Agreement.
5. Notwithstanding anything herein to the contrary, if you reject pursuant to
Section 2(a)(ii) hereof the position specified in the Position Notice, you may
at your election have the following provisions (a) through (f) become effective
upon your notifying Holdings and IWO of such election in the form set forth as
Exhibit G hereto (the "Election Notice") at any time after the date you receive
the Position Notice but in no event later than the Response Date. Neither any
election by you under this Section 5 nor any other provision of this Section 5
shall be effective if you have not timely provided such notice.
(a) The Employment Agreement shall be terminated as of the date of the Election
Notice and, notwithstanding any other provision thereof to the contrary and in
satisfaction of Holdings' and IWO's obligations thereunder, you shall be
entitled to the rights provided by the first sentence of Sections 3(b) and 7(d)
thereof with your bonus compensation for fiscal 2000 being determined as if your
employment had continued through December 31, 2000, but in any case such bonus
compensation for fiscal 2000 shall not be less than 50% of the maximum bonuses
that you would have received under Section 3(b) of the Employment Agreement if
the goals described therein had been met for fiscal 2000. In addition, on the
Separation Date (defined below), you shall be entitled to receive $225,000 as a
severance payment.
(b) For the period from the date of the Election Notice through a date (to be
determined by the board of directors of Holdings) up to six months following the
date of the Election Notice (the "Separation Date"), you will provide all
reasonable and necessary assistance to Parent, Holdings and IWO (as directed by
the board of directors of Holdings) in order to ensure the orderly transition of
your duties and responsibilities for Holdings and IWO. You will be paid for such
services a fee equal to six months' of your basic salary as determined pursuant
to
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Section 3(a) of the Employment Agreement and will be entitled to participate in
medical, dental and car allowance benefits as if your employment had continued
for six months following the date of the Election Notice. Following such six
month period, you will be entitled to elect to continue medical and dental
coverage in accordance with Section 601 et. seq. of the Employee Retirement
Income Security Act of 1974. You will also be paid or reimbursed for all
reasonable business travel and other business expenses incurred or paid by you
on or prior to the Separation Date in connection with the performance of your
services upon presentation of expense statements or vouchers and any such other
supporting information as Holdings may request.
(c) Notwithstanding Section 1 hereof, with respect to the First Stock Option
Agreement:
(i) an Approved Sale shall be deemed to have occurred as of the date of the
consummation of such Panthers Merger, and all Options which are the subject of
such agreement shall vest and be exercisable immediately prior to the
consummation of such Panthers Merger; and
(ii) subject to Section 6(a) of such agreement, your Options will expire on the
later of five years after the Termination Date or two years after an Initial
Public Offering.
(d) With respect to the Second Stock Option Agreement:
(i) an Approved Sale shall be deemed to have occurred as of the date of the
consummation of such Panthers Merger, and all Options which are the subject of
such agreement shall vest and be exercisable immediately prior to the
consummation of such Panthers Merger; and
(ii) subject to Section 6(a) of such agreement, your Options will expire on the
later of five years after the Termination Date or two years after an Initial
Public Offering.
(e) The Warrant shall be further amended as set forth in clauses (i) through (v)
below and shall vest and be exercisable in accordance with the terms of the
Warrant as amended by Section 3 hereof:
(i) the words "or Termination of Employment" shall be deleted from the
parenthetical clause in the heading thereof;
(ii) the words "or in the event of the termination of Holder's employment with
Holdings or any of its Subsidiaries" shall be deleted from the first full
paragraph following the heading thereof;
(iii) the definitions "Termination of Employment," "Cause," "Disability" and
"Retirement" contained in Section 1 thereof shall be deleted in their entirety;
(iv) the words ", provided such occurrence is prior to the Termination of
Employment" shall be deleted from the first sentence in each of Sections 2(a)
and 2(b) thereof; and
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(v) Section 2(h) shall be deleted in its entirety.
(f) You, for yourself, your agents, legal representatives, assigns, heirs,
distributees, devisees, legatees, administrators, personal representatives and
executors ("Your Parties"), on the one hand, and Holdings and IWO, its present,
past and future subsidiaries and affiliates, successors and assigns, and their
respective present and past officers, directors, employees and agents ("Our
Parties"), on the other hand hereby release and forever discharge the other,
from any and all claims, demands, actions, liabilities and other claims for
relief and remuneration whatsoever, whether known or unknown; provided, however,
that nothing contained herein shall relieve IWO, Holdings or you from any
obligation arising herein, under the agreements referenced herein (as modified
by this agreement), under the Indemnity Agreement dated December 20, 1999
between Holdings and you, under the Certificate of Incorporation of Holdings or
IWO or under the Stockholders Agreement dated December 20, 1999 between
Holdings, you and the other parties thereto. Your Parties and Our Parties
further agree not to assert any claim, charge or other legal proceeding against
the other, in any forum, based on any events, whether known or unknown, which
are the subject of the release contained in this Section 5(f).
6. Except for the changes described herein, the First Stock Option Agreement,
the Second Stock Option Agreement, the Warrant and the Employment Agreement will
be unchanged and remain in full force and effect.
7. In connection with a Designated Merger if and when requested by the board of
directors of Holdings, you agree to enter into a lockup agreement and a voting
agreement with respect to your shares of capital stock of Holdings and Parent
and any such capital stock that may be acquired upon the exercise of options or
warrants for such capital stock, to the extent and on substantially the same
basis as Investcorp S.A. and its subsidiaries enter into such agreements with
respect to their capital stock of Holdings and Parent.
8. You hereby waive any acceleration of benefits pursuant to the First Stock
Option Agreement, the Second Stock Option Agreement or the Warrant unless
shareholder approval meeting the requirements of Section 280G(b)(5) of the
Internal Revenue Code of 1986, as amended (the "Code"), with respect to such
benefits is obtained.
9. You agree that this letter agreement (excluding for this purpose paragraph 8
of such agreement) shall not be effective unless shareholder approval meeting
the requirements of Section 280G(b)(5) of the Code is obtained.
10. This letter agreement shall inure to the benefit of, and be binding upon,
the heirs, executors, administrators, successors and assigns of you, Holdings
and/or IWO.
11. The parties hereto agree to take or cause to be taken all such further
actions as may be reasonably necessary or appropriate to effectuate the intent,
purposes and obligations of this letter agreement.
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Please indicate your acceptance of the terms hereof by signing in the
appropriate space below.
Very truly yours,
IWO HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxx
-------------------
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
INDEPENDENT WIRELESS ONE CORPORATION
By: /s/ Xxxxx X. Xxxxxx
--------------------
Name: Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
Agreed and accepted:
Xxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxxxx
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