EXHIBIT 10.5
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement"), dated as of _______________,
1997, by and between U.S. Restaurant Properties, Inc., a Maryland corporation
(the "Company"), and Xxxx X. Xxxxxxxx (the "Executive").
W I T N E S S E T H:
WHEREAS, Executive will be the Chairman of the Board, Secretary and
Treasurer of the Company and is expected to make major contributions to the
short- and long-term profitability, growth and financial strength of the
Company;
WHEREAS, the Company desires (a) to assure itself of both present and
future continuity of management, (b) to continue certain minimum termination
benefits for Executive, and (c) to provide additional inducement for
Executive to continue to remain in the ongoing employ of the Company; and
WHEREAS, Executive is willing to render services to the Company on the
terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and the
agreements set forth herein, the Company and Executive agree as follows:
1. EMPLOYMENT. The Company agrees to and does hereby employ the
Executive to perform the duties of Chairman of the Board, Secretary and
Treasurer of the Company, and Executive accepts such employment, upon the terms
and conditions set forth herein.
2. TERM. The term of this Agreement shall be the period commencing as
of the date set forth above and continuing thereafter for a period of four
years (as extended as hereinafter provided, the "Term"); provided, however,
that at the end of such four year period and each anniversary date
thereafter, the Term will automatically be extended for an additional year
unless, not later than 60 days prior to the end of such four year period or
any such anniversary date, as the case may be, the Company or Executive shall
have given notice that it or Executive, as the case may be, does not wish to
have the Term extended.
3. DUTIES AND SERVICES.
(a) Executive agrees to serve the Company as the Chairman of the
Board, Secretary and Treasurer and to devote his attention and energies to
the business of the Company. Executive will not be prevented from (i)
engaging in any civic or charitable activity for which Executive receives
no compensation or other pecuniary advantage; (ii) investing his personal
assets in businesses which do not compete with the Company, provided that
such investment will not require any services on the part of Executive in
the operation of the affairs of the businesses in which investments are
made which would unreasonably interfere with his obligations hereunder;
(iii) purchasing securities in any
corporation whose securities are publicly traded, provided that such
purchases will not result in Executive owning beneficially at any time
five percent (5%) or more of the equity securities of any corporation
engaged in a business competitive with that of the Company; (iv) serving
as a director of any corporation that does not engage in a Competitive
Activity (as defined in Section 15 hereof); or (v) participating in any
other activity approved in advance in writing by the Board. Executive
also agrees to perform from time to time such other executive services
as the Company shall reasonably request, provided that such services
shall be consistent with his position and status as Chairman of the
Board, Secretary and Treasurer. In attending to the business and
affairs of the Company, Executive agrees to serve the Company
faithfully, diligently and to the best of his ability. Executive shall
be entitled to continue to serve as a director and officer of QSV
Properties, Inc. and perform certain ongoing business functions in
connection therewith, provided that such activities do not unreasonably
interfere with his obligations hereunder.
(b) The duties and responsibilities of Executive shall be
commensurate with those of the chairman of the board, secretary and
treasurer of any publicly-held corporation similar to the Company.
4. COMPENSATION.
(a) As consideration for the services to be rendered hereunder by
Executive, the Company agrees to pay Executive, and Executive agrees to
accept, payable in accordance with the Company's standard payroll practices
for executives, but payable in not less than monthly installments,
compensation of Two Hundred Fifty Thousand Dollars ($250,000) per annum or
such greater amount as may be determined from time to time by the Board
pursuant to performance reviews to be conducted on an annual basis or such
shorter time period as the Board shall deem appropriate (the "Salary").
(b) Executive shall be eligible to receive an annual incentive bonus
(whether in cash and/or securities) as provided for in any incentive plan
of the Company, including, without limitation, stock option and/or stock
bonus plans, based on the level of accomplishment of specific performance
targets established by the Board or any committee thereof, or such other
bonus plans as may be adopted by the Board from time to time in the future.
In addition, Executive shall participate in any Company perquisite and
supplemental benefit programs established for the benefit of senior
executives of the Company.
(c) Executive shall not receive any additional compensation for his
services as a member of the Board.
(d) Notwithstanding anything in this Section 4 to the contrary, prior
to December 31, 2000, Executive shall not be entitled to receive cash
compensation payable in accordance with this Section 4 (whether Salary
and/or bonus) in excess of $300,000 per annum.
-2-
5. TERMINATION FOR CAUSE.
(a) In the event that Executive shall be discharged for "Cause" as
provided in Section 5(b) hereof, all compensation payable to Executive
pursuant to Section 4 in respect of periods after such discharge shall
terminate immediately upon such discharge, and the Company shall have no
obligations with respect thereto, nor shall the Company be obligated to pay
Executive severance compensation under Section 7 hereof.
(b) For the purposes of this Agreement, "Cause" shall mean that,
prior to any termination pursuant to Section 5(a) hereof, Executive shall
have committed:
(i) an intentional act or acts of fraud, embezzlement or theft
constituting a felony and resulting or intended to result directly or
indirectly in gain or personal enrichment for Executive at the expense
of the Company; or
(ii) the continued, repeated, intentional and willful refusal to
perform the duties associated with Executive's position with the
Company, which is not cured within 15 days following written notice to
Executive.
For purposes of this Agreement, no act or failure to act on the part of
Executive shall be deemed "intentional" if it was due primarily to an
error in judgment or negligence, but shall be deemed "intentional" only
if done or omitted to be done by Executive not in good faith and without
reasonable belief that his action or omission was in the best interest
of the Company.
Executive shall not be deemed to have been terminated for "Cause"
hereunder unless and until there shall have been delivered to Executive
a copy of a resolution duly adopted by the affirmative vote of not less
than a majority of the Board then in office at a meeting of the Board
called and held for such purpose, after reasonable notice to Executive
and an opportunity for Executive, together with his counsel (if
Executive chooses to have counsel present at such meeting), to be heard
before the Board, finding that, in the good faith opinion of the Board,
Executive had committed an act constituting "Cause" as herein defined
and specifying the particulars thereof in detail. Nothing herein will
limit the right of Executive or his beneficiaries to contest the
validity or propriety of any such determination.
6. TERMINATION COMPENSATION.
(a) If, during the Term, Executive's employment is terminated (i) for
any reason other than (A) pursuant to Section 5(a) hereof, (B) by reason of
death or (C) by reason of "Disability" or (ii) by Executive due to
"Constructive Discharge," then Executive shall receive termination pay in
an amount equal to two times the highest annualized rate of Executive's
Salary prior to the date of termination, payable in cash within five
business days of the date of termination.
-3-
(b) For the purposes of this Agreement, "Constructive Discharge"
shall mean:
(i) a material reduction in Executive's job function, authority,
duties or responsibilities, or a similar change in Executive's
reporting relationships;
(ii) a required relocation of Executive of more than 35 miles
from Executive's current job location;
(iii) any breach of any of the terms of this Agreement by the
Company which is not cured within 15 days following written notice
thereof by Executive to the Company; or
(iv) in the event of a "Change in Control" (as hereinafter
defined) Executive has reasonably determined that, as a result of a
change in circumstances following the Change in Control of the Company
that significantly affect his employment, he is unable to exercise the
authority, proven duties and responsibilities contemplated by Section
3 hereof;
provided, however, that the term "Constructive Discharge" shall not
include a specific event described in the preceding clause (i), (ii),
(iii) or (iv) unless Executive actually terminates his employment
with the Company within 60 days after the occurrence of such event.
(c) The amount of compensation payable pursuant to this Section 6 is
not subject to any deduction (except for withholding taxes), reduction,
offset or counterclaim, and the Company may not give advance notice of
termination in lieu of the payment provided for in this Section 6.
7. TERMINATION IN THE EVENT OF DEATH. This Agreement shall
terminate automatically upon the death of Executive. In such event, the
Company shall pay to Executive's legal representative only the base
salary due to the Executive up to the date of termination as well as
incentive bonuses, which have accrued through the date of termination,
and benefits payable pursuant to this Agreement.
8. TERMINATION IN THE EVENT OF DISABILITY. If during the Term,
Executive becomes physically or mentally disabled so as to become
unable, for a period of more than six (6) consecutive months, to perform
his duties hereunder on substantially a full time basis ("Disability"),
the Company may at its option terminate Executive's employment hereunder
upon not less than thirty (30) days' written notice. In the event of
such termination, Executive shall be entitled to continue to receive his
base salary and benefits, excluding any incentive bonuses, for a period
equal to the lesser of (a) twenty-four (24) months from the date of
termination and (b) the remainder of the Term, and then shall receive
such benefits as are available to senior executives of the Company under
any applicable disability plan.
-4-
9. CHANGE IN CONTROL OF THE COMPANY.
(a) If a Change in Control (as hereinafter defined) of the Company
occurs prior to the scheduled expiration of the Term and within three years
after the Change in Control of the Company (i) Executive is terminated by
the Company for reasons other than (A) death, (B) Disability or (C) Cause
or (ii) Executive terminates his employment as a result of Construction
Discharge, the Company, within 30 days of Executive's termination of
employment, will pay to Executive, in lieu of any severance obligation
under Section 6 hereof, an amount equal to 2.99 times Executive's
compensation, which, for purposes of this Section 9, shall mean an amount
equal to the highest annualized rate of Executive's Salary prior to the
date of termination, plus Executive's cash bonus for the year immediately
prior to such termination.
(b) For purposes of this Agreement, a "Change in Control" shall have
occurred if at any time during the Term either of the following events
occurs:
(i) The Company is merged, consolidated or reorganized into
or with another corporation or other legal person and as a result
of such merger, consolidation or reorganization less than a
majority of the combined voting power of the then-outstanding
securities of such corporation or person immediately after such
transaction are held in the aggregate by the holders of Voting
Stock (as hereinafter defined) of the Company immediately prior
to such transaction; or
(ii) The Company sells all or substantially all of its
assets to any other corporation or other legal person, less
than a majority of the combined voting power of the
then-outstanding voting securities of which are held in the
aggregate by the holders of Voting Stock of the Company
immediately prior to such sale.
10. CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY.
(a) Anything in this Agreement to the contrary notwithstanding, in
the event that it shall be determined (as hereafter provided) that any
payment or distribution by the Company to or for the benefit of Executive,
whether paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise pursuant to or by reason of any other
agreement, policy, plan, program or arrangement (a "Payment"), would be
subject to the excise tax imposed by Section 4999 (or any successor
provision thereto) of the Internal Revenue Code of 1986, as amended (the
"Code"), or any interest or penalties with respect to such excise tax (such
excise tax, together with any such interest and penalties, are hereafter
collectively referred to as the "Excise Tax"), then Executive shall be
entitled to receive an additional payment or payments (a "Gross-Up
Payment") in an amount such that, after payment by Executive of all taxes
(including any interest or penalties imposed with respect to such taxes),
including any Excise Tax
-5-
imposed upon the Gross-Up Payment, Executive retains an amount of the
Gross-Up Payment equal to the Excise Tax imposed upon the Payments.
(b) All determinations required to be made under this Section 10,
including whether an Excise Tax is payable by Executive and the amount of
such Excise Tax and whether a Gross-Up Payment is required and the amount
of such Gross-Up Payment, shall be made by a nationally recognized firm of
certified public accountants (the "Accounting Firm") selected by Executive
in his sole discretion. Executive shall direct the Accounting Firm to
submit its determination and detailed supporting calculations to both the
Company and Executive within 15 calendar days after the termination date,
if applicable, or such earlier time or times as may be requested by the
Company or Executive. If the Accounting Firm determines that any Excise
Tax is payable by Executive, the Company shall pay the required Gross-Up
Payment to Executive within five business days after receipt of such
determination and calculations. If the Accounting Firm determines that no
Excise Tax is payable by Executive, it shall, at the same time as it makes
such determination, furnish Executive with an opinion that he has
substantial authority not to report any Excise Tax on his federal income
tax return. Any determination by the Accounting Firm as to the amount of
the Gross-Up Payment shall be binding upon the Company and Executive. As a
result of the uncertainty in the application of Section 4999 of the Code
(or any successor provision thereto) at the time of the initial
determination by the Accounting Firm hereunder, it is possible that
Gross-Up Payments which will not have been made by the Company should have
been made (an "Underpayment"), consistent with the calculations required to
be made hereunder. In the event that Executive is required to make a
payment of any Excise Tax, Executive shall direct the Accounting Firm to
determine the amount of the Underpayment that has occurred and to submit
its determination and detailed supporting calculations to both the Company
and Executive as promptly as possible. Any such Underpayment shall be
promptly paid by the Company to, or for the benefit of, Executive within
five business days after receipt of such determination and calculations.
(c) The Company and Executive shall each provide the Accounting Firm
access to and copies of any books, records and documents in the possession
of the Company or Executive, as the case may be, reasonably requested by
the Accounting Firm, and otherwise cooperate with the Accounting Firm in
connection with the preparation and issuance of the determination
contemplated by Section 10(b) hereof.
(d) The fees and expenses of the Accounting Firm for its services in
connection with the determinations and calculations contemplated by Section
10(b) hereof shall be borne by the Company. If such fees and expenses are
initially paid by Executive, the Company shall reimburse Executive the full
amount of such fees and expenses within five business days after receipt
from Executive of a statement therefor and reasonable evidence of his
payment thereof.
-6-
11. OTHER BENEFITS.
(a) Except as expressly provided herein, this Agreement shall not:
(i) be deemed to limit or affect the right of Executive to
receive other forms of additional compensation or to participate in
any insurance, retirement, disability, profit-sharing, stock purchase,
stock option, stock appreciation rights, cash or stock bonus or other
plan or arrangement or in any other benefits now or hereafter provided
by the Company or any of the Company's affiliated companies for its
employees; or
(ii) be deemed to be a waiver by Executive of any vested rights
which Executive may have or may hereafter acquire under any employee
benefit plan or arrangement of the Company or any of the Company's
affiliated companies.
(b) It is contemplated that, in connection with his employment
hereunder, Executive may be required to incur reasonable business,
entertainment and travel expenses. The Company agrees to reimburse
Executive in full for all reasonable and necessary business, entertainment
and other related expenses, including travel expenses, incurred or expended
by him incident to the performance of his duties hereunder, upon submission
by Executive to the Company of such vouchers or expense statements
satisfactorily evidencing such expenses as may be reasonably requested by
the Company.
(c) It is understood and agreed by the Company that during the term
of Executive's employment hereunder, he shall be entitled to annual paid
vacations (taken consecutively or in segments), the length of which shall
be consistent with the effective discharge of Executive's duties and the
general customs and practices of the Company applicable to its executive
officers.
12. NO MITIGATION OBLIGATION. The Company hereby acknowledges
that it will be difficult and may be impossible (a) for Executive to
find reasonably comparable employment following the date of termination,
and (b) to measure the amount of damages which Executive may suffer as a
result of termination of employment hereunder. Accordingly, the payment
of the termination compensation by the Company to Executive in
accordance with the terms of this Agreement is hereby acknowledged by
the Company to be reasonable and will be liquidated damages, and
Executive will not be required to mitigate the amount of any payment
provided for in this Agreement by seeking other employment or otherwise,
nor will any profits, income, earnings or other benefits from any source
whatsoever create any mitigation, offset, reduction or any other
obligation on the part of Executive hereunder or otherwise.
13. CONFIDENTIALITY.
(a) Recognizing that the knowledge and information about the business
methods, systems, plans and policies of the Company and of its affiliated
companies which Executive has heretofore and shall hereafter receive,
obtain or establish as an
-7-
employee of the Company or its affiliated companies are valuable
and unique assets of the Company and its affiliated companies, Executive
agrees that he shall not (otherwise than pursuant to his duties
hereunder) disclose, without the written consent of the Company, any
confidential knowledge or information pertaining to the Company or its
affiliated companies, or their business, personnel or plans, to any
person, firm, corporation or other entity, which would result in any
material harm or damage to the Company, its business or prospects, for
any reason or purpose whatsoever, unless required by law or legal
process. In the event Executive is required by law or legal process to
provide documents or disclose information, he shall take all reasonable
steps to maintain confidentiality of documents and information including
notifying the Company and giving it an opportunity to seek a protective
order, at its sole cost and expense.
(b) The provisions of this Section 13 shall survive the expiration or
termination of this Agreement, without regard to the reason therefor, for a
period of two years from the earlier of (i) expiration of the Term or (ii)
termination of Executive's employment with the Company.
14. NON-COMPETITION.
(a) Except as otherwise provided in Section 3 hereof, during the Term
and any period during which Executive receives any severance payments made
pursuant to Section 6, 8, 9(a) or 10(a) hereof and, in the event
Executive's employment is terminated (i) by the Company for Cause or (ii)
by the Executive otherwise than as a result of Constructive Discharge, for
a period ending one (1) year after the date Executive's employment is so
terminated (the "Noncompetition Period"), Executive shall not, directly or
indirectly, either for himself or any other person, own, manage, control,
participate in, invest in, permit his name to be used by, act as consultant
or advisor to, render services for (alone or in association with any
individual, entity or other business organization) or otherwise assist in
any manner any individual or entity that engages in or owns, invests in,
manages or controls any venture or enterprise engaged in (each, a
"Competitive Activity") the ownership, management, acquisition or
development of restaurant properties or retail properties similar to those,
if any, being acquired by the Company on the date Executive's employment is
so terminated.
Executive will not disseminate or make use of any of the confidential
information of the Company without qualification as to when or how such
information may have been acquired unless such information shall become
publicly available.
Executive will not in any manner induce, attempt to induce or assist
others to induce or attempt to induce any investor, client or tenant of the
Company to terminate its, his or her association with the Company or do
anything to interfere with the relationship between the Company and any of
its customers, clients, tenants or persons or concerns dealing with the
Company during the Noncompetition Period.
-8-
Executive will not, without the prior consent of a majority of the
Company's independent directors, solicit, hire away or employ any person
who is an employee of the Company during the Noncompetition Period.
(b) In the event that any restriction contained in this Section 14
shall be held too broad to allow enforcement of such restriction to its
full extent, then such restriction shall be enforced to the maximum extent
permitted by law, and Executive hereby consents and agrees that such scope
may be judicially modified accordingly in any proceeding brought to enforce
such restrictions.
(c) Executive acknowledges and agrees that the Company's remedy at
law for any breach of his obligations under this Section 14 may be
inadequate, and agrees and consents that temporary and/or permanent or
injunctive relief may be entered enjoining him from breaching this
Agreement and further agrees that any proceeding which may be brought to
enforce any provision of this Section 14 without being requested to prove
actual damages as a result of the premature breach of this Agreement.
15. LEGAL FEES AND EXPENSES. It is the intent of the Company that
Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement or defense of Executive's
rights under this Agreement by litigation or otherwise because the cost and
expense thereof would substantially detract from the benefits intended to be
extended to Executive hereunder. Accordingly, if it should appear to
Executive that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person
takes or threatens to take any action to declare this Agreement void or
unenforceable or in any way reduce the possibility of collecting the amounts
due hereunder, or institutes any litigation or other action or proceeding
designed to deny, or to recover from, Executive any payments or benefits
provided hereunder, the Company irrevocably authorizes Executive from time to
time to retain counsel of Executive's choice, at the expense of the Company
as hereafter provided, to advise and represent Executive in connection with
any such interpretation, enforcement or defense, including, without
limitation, the initiation or defense of any litigation or other legal
action, whether by or against the Company or any director, officer,
stockholder or other person affiliated with the Company, in any jurisdiction.
The Company will pay and be solely financially responsible for any and all
attorneys' and related fees and expenses incurred at the time they are billed
by Executive in connection with any of the foregoing, except only in the
event of litigation where the Company fully and finally prevails on all
causes of action.
16. WITHHOLDING OF TAXES. The Company may withhold from any amounts
payable under this Agreement all federal, state, city or other taxes as the
Company is required to withhold pursuant to any law or government regulation
or ruling.
-9-
17. SUCCESSORS AND BINDING AGREEMENT.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation, reorganization or otherwise)
to all or substantially all of the business or assets of the Company, by
agreement in form and substance satisfactory to Executive, expressly to
assume and agree to perform this Agreement in the same manner and to the
same extent the Company would be required to perform if no such succession
had taken place. This Agreement will be binding upon and inure to the
benefit of the Company and any successor to the Company, including, without
limitation, any persons acquiring directly or indirectly all or
substantially all of the business or assets of the Company whether by
purchase, merger, consolidation, reorganization or otherwise (and such
successor shall thereafter be deemed the "Company" for the purposes of this
Agreement), but will not otherwise be assignable, transferable or delegable
by the Company.
(b) This Agreement will inure to the benefit of and be enforceable by
Executive's personal or legal representatives, executors, administrators,
successors, heirs, distributees and legatees.
(c) This Agreement is personal in nature and neither of the parties
hereto shall, without the consent of the other, assign, transfer or
delegate this Agreement or any rights or obligations hereunder except as
expressly provided in Sections 17(a) and 17(b) hereof and with respect to
the Company's obligation to pay legal fees and expenses under Section 15
hereof. Without limiting the generality or effect of the foregoing,
Executive's right to receive payments hereunder will not be assignable,
transferable or delegable, whether by pledge, creation of a security
interest or otherwise, other than by a transfer by Executive's will or by
the laws of descent and distribution and, in the event of any attempted
assignment or transfer contrary to this Section 17(c), the Company shall
have no liability to pay any amount so attempted to be assigned,
transferred or delegated, except with respect to legal fees and expenses,
as and to the extent provided in Section 15 hereof.
18. NOTICES. For all purposes of this Agreement, all communications,
including, without limitation, notices, consents, requests or approvals,
required or permitted to be given hereunder will be in writing and will be
deemed to have been duly given when hand delivered or dispatched by
electronic facsimile transmission (with receipt thereof orally confirmed), or
five business days after having been mailed by United States registered or
certified mail, return receipt requested, postage prepaid, or three business
days after having been sent by a nationally recognized overnight courier
service such as Federal Express, UPS or Purolator, addressed to the Company
(to the attention of the Secretary of the Company) at the address set forth
on the signature pages of this Agreement and to Executive at the address set
forth on the signature pages of this Agreement, or to such other address as
any party may have furnished to the other in writing and in accordance
herewith, except that notices of changes of address shall be effective only
upon receipt.
-10-
19. GOVERNING LAW. The validity, interpretation, construction and
performance of this Agreement will be governed by and construed in accordance
with the substantive laws of the State of Texas, without giving effect to the
principles of conflict of laws of such State.
20. VALIDITY. If any provision of this Agreement or the application of
any provision hereof to any person or circumstances is held invalid,
unenforceable or otherwise illegal, the remainder of this Agreement and the
application of such provision to any other person or circumstances will not
be affected, and the provision so held to be invalid, unenforceable or
otherwise illegal will be reformed to the extent (and only to the extent)
necessary to make it enforceable, valid or legal.
21. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed
to in writing signed by Executive and the Company. No waiver by either party
hereto at any time of any breach by the other party hereto or compliance with
any condition or provision of this Agreement to be performed by such other
party will be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, expressed or implied with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. Except as otherwise identified, references to
Sections are references to Sections of this Agreement.
22. SURVIVAL OF CERTAIN PROVISIONS. Notwithstanding anything herein to
the contrary, the obligations of the Company under Sections 6, 8, 9, 10, 11
and 15 hereof, to the extent applicable, shall remain operative and in full
force and effect regardless of the expiration, for any reason, of the Term.
23. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same agreement.
24. WARRANTY. Executive warrants and represents that he is not a party
to any agreement, contract or understanding, whether of employment or
otherwise, which would in any way restrict or prohibit him from undertaking
or performing employment in accordance with the terms and conditions of this
Agreement.
25. PRIOR AGREEMENTS. This Agreement shall in all respects supersede
all previous agreements providing severance pay benefits, whether written or
oral, between Executive and the Company.
-11-
IN WITNESS WHEREOF, the parties hereto have executed this Agreement.
U.S. RESTAURANT PROPERTIES, INC.
By:
-----------------------------------
Address:
0000 Xxxxxxx Xxxx Xxxx
Xxxxx 000
Xxxxxx, Xxxxx 00000
--------------------------------------
Xxxx X. Xxxxxxxx, Individually
Address:
--------------------------------------
--------------------------------------
--------------------------------------
-12-
