EXHIBIT 10.79
EMPLOYMENT AGREEMENT
BY AND BETWEEN
KRAMONT OPERATING PARTNERSHIP, L.P.,
KRAMONT REALTY TRUST
AND
XXXX X. XXXXX
----------------
Date
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is dated effective March 21, 2002,
by, between and among KRAMONT OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership ("Company"), KRAMONT REALTY TRUST, a Maryland Trust, (together with
any successor entity that elects to be taxed as a real estate investment trust
under the Code, "Kramont") and XXXX X. XXXXX ("Executive").
BACKGROUND:
WHEREAS, Company desires to employ Executive as its SENIOR VICE PRESIDENT,
CHIEF FINANCIAL AND INVESTMENT OFFICER, and Executive desires to accept such
employment. Company and Executive intend, by this Employment Agreement, to
establish the terms and conditions of Executive's employment.
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and intending to be legally bound hereby, the parties hereto
agree as follows:
Definitions.
As used in this Agreement, the following terms shall have the following
meanings (such terms to be equally applicable to both the singular and plural
forms):
"Affiliate" means, with respect to a Person, any other Person which
directly or indirectly, through one or more intermediaries, controls, is
controlled by or under common control with such Person and in the case of
Executive, includes, without limitation, such Executive's spouse, and such
executive's and such spouse's parents, grandparents, children, stepchildren,
grandchildren and their respective spouses, any trust or other Person owned of
for the benefit of any foregoing and any Executive Affiliated Entity, and in the
case of Company, includes, without limitation, Kramont and CV Operating
Partnership.
"Base Salary" shall have the meaning ascribed to it in Paragraph 4.
"Cause" means a willful act or omission: (a) causing material injury to
Company or any of its Affiliates and involving financial gain or benefit to
Executive, Executive's family or any of their Affiliates; (b) involving repeated
material breach of Executive's obligations; (c) material failure of Executive to
perform any duties, which are customarily performed by a Chief Financial Officer
/ Chief Investment Officer of a REIT, after written notice from the President of
Company; (d) constituting a felony, or involving any material financial
defalcation by Executive; (e) habitual abuse of drugs or alcohol; or (f) causing
material damage to the reputation of the Company or any of its Affiliates. No
act or failure to act, on Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company.
"Change of Control" means the closing of a transaction or a series of
related transactions which has not been approved in advance by the Board of
Trustees of Kramont which involves (i) a transfer of all or substantially all of
Kramont's or the Company's assets and business (whether structured as an
acquisition, sale of assets, merger, consolidation or otherwise, and whether or
not Kramont or the Company is the surviving entity of the transaction) or (ii)
an exchange of equity securities of Kramont or a controlled Affiliate for assets
or stock of another entity or Person, after which transaction less than 50% of
the equity (regardless of the form of the equity interests) of Kramont or such
controlled Affiliate (or the surviving entity, as the case may be) is owned by
the persons and entities who were the shareholders of Kramont or equity owners
of such Affiliate immediately prior to the closing of the transaction, or sale
of substantially all of the Company's assets, or dissolution of the Company.
"Code" means the Internal Revenue Code of 1986 as amended.
"Confidential or Proprietary Information" means any secret, confidential
or proprietary information of Company or Kramont, or any of its Affiliates not
otherwise included in the definition of Trade Secret. The term does not include
information that has become generally available to the public by the act of one
who has the right to disclose such information without violating any right of
the Company or Kramont or any such Affiliate.
"Covenant Period" shall have the meaning ascribed it to in Paragraph 8.
"CV Operating Partnership" shall mean XXXXXXXXXX XX REALTY, L.P., a
Delaware limited partnership.
"Disability" shall have the meaning ascribed to it in Paragraph 6.
"End Date" means JUNE 30, 2003.
"Executive Affiliated Entity" shall have the meaning ascribed to it in
Paragraph 9.
"Good Reason" means: (a) a material breach by the Company of any material
provision of this Agreement, (b) a material diminution in the level of
responsibilities, authority and title, or compensation of Executive; or (c)
Company's requiring Executive to be based at any office or location outside of
50 miles from the City of Philadelphia, provided, however, that no event or
condition described in clauses (a) through (c) of this definition shall
constitute Good Reason unless (i) Executive gives the Company written notice of
his or her objection to such event or condition, (ii) such event or condition is
not corrected by the Company within 20 business days of its receipt of such
notice (the "Cure Period") (or in the event that such event or condition is not
susceptible of correction within such 20 business day Cure Period, the Company
has not taken all reasonable steps within such Cure Period to correct such event
or condition as promptly as practicable thereafter) and (iii) Executive resigns
his or her employment with the Company and its Affiliates by written notice to
the Company not more than 60 days following the expiration of the 20 business
day Cure Period. The closing of a transaction entered into with the prior
consent of the Board of Trustees of Kramont which would have constituted a
Change in Control but for such consent shall not constitute "Good Reason" nor
shall a change in the title or specific mix of responsibilities of Executive or
a change in the person to whom Executive reports constitute "Good Reason"
provided such changes do not cause a material diminution in the level of
responsibilities and authority or compensation of Executive.
"Initial Term of Employment" means the term beginning with the Start Date
and ending with the End Date.
"Losses" means, to the extent suffered or incurred, all losses,
liabilities, costs, claims, fines, penalties or damages and expenses, including
without limitation, court costs, costs of investigation and fees and
disbursements of counsel.
"Option Agreement" means that certain Option Agreement by and between
Executive and the Company, a copy of which is attached hereto and incorporated
herein by reference, as same may be amended, modified, supplemented or restated
from time to time.
"Options" shall have the meaning ascribed to it in Paragraph 5.
"Option Plan" means the Kramont 2000 Incentive Plan.
"Person" means an individual, corporation, partnership agreement, business
trust, limited liability company or other entity or governmental authority.
"Restricted Share Grant Letter Agreement" means that certain Restricted
Share Letter Agreement by and between Executive and the Company, a copy of which
is attached hereto as an Agreement, and incorporated herein by reference, as
same may be amended, modified, supplemented or restated from time to time.
"Restricted Territory" shall have the meaning ascribed to it in Paragraph
9.
"Share" means a common share of beneficial interest of Kramont, par value
$0.01 per share.
"Start Date" means APRIL 1, 2002
"Term of Employment" means the Initial Term of Employment and any renewal,
extension or continuation thereof, as provided in Paragraph 3, subject to
termination as provided in Paragraph 6.
"Trade Secret" means information including, but not limited to, technical
or non-technical data, a formula, a pattern, a competition, a program, a device,
a method, a technique, a drawing, a process, financial data, financial plans,
product plans, or a list of actual or potential customers or suppliers which
derives economic value, actual or potential from not being generally known to,
and not being readily ascertainable by proper means by, other persons who can
obtain economic value from its disclosure or use.
1. Employment.
Company hereby offers and Executive hereby accepts employment for
the Term of Employment as the SENIOR VICE PRESIDENT AND CHIEF FINANCIAL AND
INVESTMENT OFFICER of the Company upon the terms and conditions contained
herein. Executive shall also serve in such capacities with such Affiliate of the
Company as the President of the Company shall from time to time request and
initially shall also serve as EXECUTIVE OFFICER of Kramont.
2. Duties.
Executive shall perform all duties consistent with the position of
CHIEF FINANCIAL AND INVESTMENT OFFICER and as may be more specifically
enumerated by the President of Company and which relate to Company or any of its
Affiliates. Executive will devote substantially all of his business time and
best efforts during the Term of Employment to fulfill faithfully, responsibly
and satisfactorily those duties and to further the best interests of Company and
its Affiliates. Executive shall render their services exclusively to the Company
and its Affiliates during the Term of Employment.
3. Term.
Subject to the provisions of Paragraph 6, Executive shall be
employed hereunder for the Initial Term of Employment and, at the expiration of
the Initial Term of Employment, this Agreement shall continue for successive one
(1) year periods unless Executive's employment is terminated as provided in
Paragraph 6 or unless either party shall have given the other party at least
ninety (90) days' written notice prior to the expiration of the then effective
Term of Employment of such party's desire to terminate this Agreement at the
expiration of such effective Term of Employment. . In the event the Company
gives notice to Executive of non-renewal of this Agreement, company agrees to
provide Executive with ninety (90) days of continued base salary and bonus
payments, pursuant to Paragraph (4) (a) and (b) hereof.
4. Base Salary.
(A) During the Term of Employment, Company shall compensate
Executive at the base salary of $185,000 per annum, ("Base Salary") payable in
equal biweekly installments in accordance with the Company's normal payroll
practices. Executive's Base Salary will be reviewed periodically, but not less
than annually, and may be increased (but not decreased) at the discretion of the
Company.
(B) Bonus Compensation. Executive shall be eligible for annual bonus
compensation in an amount equal to the sum of $100,000 to $200,000 during the
bonus measurement period, which will begin on April 1, 2002 and will require
completion of four quarters, ending on March 31, 2003, in which the initial
bonus payment, if earned, will occur by June 30, 2003, and is pursuant to the
following terms:
Five Criteria for Annual Bonus Compensation
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20.00% Company Total Return - exceeding Xxxxxx Xxxxxxx XXXX Index on an
annual basis.
20.00% Refinancing Activity - accomplishing minor and major refinancing for
debt maturing of the Company at rates and terms better than existing
debt maturing.
20.00% Equity - accomplishing the issuance of equity in return for shares
or units in amount(s) exceeding $25,000,000.
20.00% FFO growth - achieving recurring FFO per share growth on an annual
basis that exceeds 5% over the prior year's period.
20.00% Payout Ratio - reducing the Company's payout ratio by 5% from the
prior year's payout ratio, comparing FFO earnings to payout.
100%
In the event Executive accomplishes all five of the criteria, bonus shall be the
sum of $200,000. In the event Executive accomplishes one or more of the five
criteria, bonus shall be the sum of $100,000, plus an additional $20,000 for
each criteria accomplished, up to a maximum of the sum of $200,000.
5. Employee Benefit Plans and Stock Options.
(1) Benefits. During the term of Employment, Executive shall be
entitled to: (a) participate in any insurance or benefit plans or programs that
are generally available to Company's executive employees of equal status,
including without limitation any health, life, accident or disability insurance
plans or programs, and any profit sharing or retirement plans, subject to all of
the eligibility requirements, terms and conditions of such plans and programs
and the Kramont 2000 Incentive Plan (collectively "Plans"); (b) THREE (3) WEEKS
of vacation from April 1, 2002 to December 31, 2002, and Four (4) Weeks of
vacation for calendar year 2003, prorated in the event of early termination of
this Agreement, subject to Company's vacation policies; (c) be reimbursed for
all reasonable and necessary business expenses incurred by Executive in
performing the duties hereunder upon presentation by Executive of an itemized
accounting of such expenditures, in accordance with Company practice. Company
waives any initial waiting periods normally imposed under its health plans and
programs, to the extent waivable without cost to Company. Nothing in this
Agreement shall require the Company to institute or maintain any Plans or
entitle to any award under any Plans providing for discretionary awards.
(2) Stock Options. Subject to the terms and conditions of this
Agreement and the Option Agreement, Kramont agrees to grant to Executive options
(the "Options") to purchase 25,000 Shares of Kramont. Simultaneous upon the
execution of this Agreement, Executive agrees to execute and deliver to Company
the Option Agreement in the form attached to this Agreement.
(3) Withholding. Any payments made under this Paragraph 5 or any
other Paragraph of this Agreement shall be made subject to the applicable laws
and regulations governing withholding for the payment by Executive or Company,
as may be applicable, of federal, state and local taxes.
(4) Restricted Stock Award. Subject to terms and conditions of this
Agreement and the Restricted Share Grant Letter Agreement, the Company shall
grant to Executive 10,000 restricted shares of Common Stock of the Company (the
"Restricted Stock"). The Agreement, pursuant to which the Restricted Stock is
awarded, shall provide that the Restricted Stock shall become nonforfeitable
("vest") with respect to one third of such shares vesting at the execution of
the Agreement, and the balance vesting at one-third on each of the anniversaries
of the Effective Time; provided that Executive is employed by the Company on
each vesting date. Furthermore, the Agreement shall provide that the Restricted
Stock shall fully vest (i) on a termination of Executive's employment for any
reason following a Change in Control (as defined herein); (ii) upon Executive's
death or termination of employment by the Company due to disability (as defined
herein); (iii) if Executive terminates his employment for Good Reason (as
defined herein); or (iv) if Executive's employment is terminated by the Company
for Cause or a voluntary termination of employment by the Executive without Good
Reason, the Company shall be obligated to purchase from the Executive and
Executive shall be obligated to sell to the Company any unvested shares of
Restricted Stock for the lesser of: (i) the Purchase Price, and (ii) the fair
market value of the Common Stock on the date the Executive's employment
terminates.
6. Termination and Severance Benefits.
(1) Death. Executive's employment under this Agreement shall
immediately terminate and all rights, benefits and obligations hereunder shall
cease in the event of Executive's death except for benefits accrued but unpaid
for any period prior to Executive's death or pursuant to any Plans.
(2) Disability. In the event that a reputable medical doctor
selected by and engaged at the expense of Company determines that Executive, by
reason of physical or mental disability, is and has been unable to perform
substantially Executive's usual and customary duties under this Agreement for a
period of 180 consecutive days in the aggregate in any 12 month period
("Disability"), Executive's employment under this Employment Agreement shall be
terminated and all benefits and obligations hereunder shall cease except for
benefits accrued but unpaid for any period prior to the beginning of such
disability or pursuant to any Plans.
(3) Cause. Company shall have the right to terminate Executive's
employment under this Agreement at any time for Cause. If, prior to the
expiration of the Term of Employment, Executive's employment is terminated by
Company for Cause, or Executive resigns from employment hereunder other than for
Good Reason, Executive shall be entitled only to payment of the Base Salary as
then in effect through and including the date of such termination or
resignation. Executive shall have no further right to receive any other
compensation or benefits after such termination or resignation of employment.
(4) Without Cause: Good Reason. If, prior to the expiration of the
Term of Employment, Executive's employment is terminated by the Company without
Cause, or if Executive terminates employment hereunder for Good Reason: (i) the
Company shall pay Executive the Base Salary and bonus then in effect, based upon
look-back to the amount paid or earned for the four quarters immediately
preceding termination, or annualized if less than four quarters, for a period of
twelve (12) months beginning as of the date of termination, at such intervals as
the same would have been paid had Executive remained in the active service of
the Company ("Severance Period") and all accrued and unpaid bonus and other
awards and unreimbursed expenses; and (ii) Executive shall be entitled to
continue to participate in the Plans in which he or she participated at the time
of such termination and receive any benefits to which Executive is entitled
thereunder; and (iii) all stock options and other awards subject to vesting
periods not then expired shall immediately become fully vested. Executive shall
have no further right to receive any other compensation or benefits after such
termination or resignation of employment. In the event of Executive's death
during the Severance Period, payments of Base Salary under this Paragraph shall
continue to be made during the remainder of the Severance Period to the
beneficiary designated in writing for this purpose by Executive or, if no such
beneficiary is specifically designated, to Executive's estate.
(5) Change in Control. In the event of a Change of Control,
Executive shall have the right to terminate his or her employment by written
notice to the Company given within thirty (30) days after the closing
("Closing") of the transactions giving rise to the Change of Control, in which
case, effective upon such Closing: (i) Executive shall become immediately
entitled to receive a lump sum payment by the Company (or its successor in
interest) in an amount equal to two times the annual Base Salary and bonus then
in effect, based upon look-back to the amount paid or earned for the four
quarters immediately preceding termination, or annualized if less than four
quarters, plus all accrued and unpaid bonus, including such sums, if any, that
require proration prior to the expiration of the employment term, and other
awards and unreimbursed expenses; and (ii) Executive shall be entitled for
twelve (12) months after such Closing to continue to participate in the Plans in
which he or she participated at the time of such termination and receive any
benefits to which Executive is entitled thereunder; and (iii) all stock options
and other awards subject to vesting periods not then expired shall, effective
upon such Closing, become fully vested. Executive shall have no obligation to
mitigate the Company's severance obligations under this paragraph and no amounts
earned by Executive following such termination shall be deemed to reduce the
payments required under this paragraph 6.(5).
(6) Date of Termination. The date of termination of Executive's
employment by the Company, with or without Cause, shall be the date specified in
a written notice of termination to Executive. The date of resignation for Good
Reason shall be the date specified in the written notice of resignation from
Executive to Company; provided, however, that no such written notice shall be
effective unless the Cure Period specified in the definition of Good Reason has
expired without Company having reasonably corrected the event or events subject
to cure. t 12 12 0 date of resignation is specified in the written notice from
Executive to Company, the date of termination shall be the first day following
such expiration of such Cure Period. The date of termination in the event of a
Change of Control in connection with which Executive gives a timely notice of
termination shall be the date of the Closing, or, if later, the date of such
notice.
7. Indemnification.
Company shall defend and hold Executive harmless to the fullest
extent permitted by the law of the State of Maryland in connection with any
Losses arising out of or relating to the performance by Executive of services
for, or actions of Executive as an officer or employee of Company, Kramont, any
Affiliate of Kramont or of any other person or enterprise at Company's request.
8. Noncompetition.
Executive agrees that during the term of this Agreement and for a
period of one (1) year following the termination of this Agreement, ("Covenant
Period"):
(1) Not to hire, directly or indirectly, or entice or participate in
any efforts to entice to leave the Company's or its Affiliates employ, any
person who is an employee of Company or its Affiliates.
(2) Not to directly or indirectly solicit, induce or influence any
person, including without limitation any tenant or prospective tenant of any
retail shopping center or other commercial real estate owned, directly or
indirectly, in whole or in part, by Company or its Affiliates or with whom
Company or any of its Affiliates has a direct or indirect business relationship
(each, a "Restricted Party") anywhere within a geographical area in which the
Company and Executive, any affiliate of Executive, any entity which employs
Executive or any entity in which Executive owns a beneficial interest (an
"Executive Affiliate") are then in competition ("Restricted Territory") to
discontinue or reduce the extent of such Restricted Party's relationship with
Company or any of its Affiliates in the Restricted Territory (including, without
limitation, to terminate a lease before the stated expiration date, to reduce
the amount of space demised pursuant to a lease, to fail to enter into a
proposed lease
or to fail to exercise any renewal or expansion option in any then existing
lease), provided, however, a breach of this provision shall not be deemed to
have occurred if a Restricted Party is contacted by the Executive after such
time as the current lease(s) of such Restricted Party with the Company or its
Affiliates has terminated and such Restricted Party has left all retail shopping
centers managed by the Company or owned by the Company or its Affiliates
(3) To hold in a fiduciary capacity for the benefit of the Company
and its Affiliates, and not directly or indirectly use or disclose any Trade
Secret, that Executive may have acquired during the term of employment by the
Company for so long as such information remains a Trade Secret. In addition to
the foregoing and not in limitation thereof, Executive agrees that during the
period of employment by the Company and the Covenant Period, Executive will hold
in a fiduciary capacity for the benefit of the Company and its Affiliates and
shall not directly or indirectly use or disclose, any Confidential or
Proprietary Information that Executive may have acquired (whether or not
developed or compiled by Executive and whether or not Executive was authorized
to have access to such information) during the term of, in the course of or as a
result of employment by the Company or its Affiliates.
(4) Executive acknowledges that the restrictions, prohibitions and
other provisions hereof, including without limitation the definition of
Restricted Territory are reasonable, fair and equitable in scope, terms and
duration, are necessary to protect the legitimate business interests of Company
and its Affiliates, and are a material inducement to the Company and its
Affiliates to enter into this Agreement. Without intending to limit the remedies
available to the Company, in the event of a breach or attempted breach of this
Paragraph 8, Company shall be entitled to preliminary and permanent injunctive
relief without proof of actual damages or posting of any bond or other security.
Executive hereby waives and covenants not to assert in any action or proceeding
relating to this Agreement, any claim or defense that there exists an adequate
remedy at law for breach of this Agreement.
9. Release
Executive hereby waives any rights to and agrees that neither the
Company, Kramont nor any Affiliate is obligated to pay Executive any amount for
any period or in connection with any plan, program or agreement entered into or
applicable to Executive prior to the date hereof (other than unpaid salary for
the current period and rights under stock options assumed by the Company) and is
simultaneously herewith executing a Release in the form of Exhibit B to this
Agreement.
10. Arbitration.
Any determination with respect to Executive's rights pursuant to any
Plan or any award thereunder shall be conclusively determined by the
administrator or committee designated by the Company to make determinations with
respect to such Plan. Such determinations shall be final. The parties hereto
will endeavor to resolve in good faith any other controversy, disagreement or
claim arising between them, whether as to the interpretation, performance or
operation of this Agreement or any rights or obligations hereunder. If they are
unable to do so, any such controversy, disagreement or claim will be submitted
to binding arbitration, for final resolution without appeal, by either party
giving written notice to the other of the existence of a dispute which is
desired to have arbitrated. The arbitration will be concluded in Philadelphia,
Pennsylvania by a panel of three (3) arbitrators and will be held in accordance
with the rules of the American Arbitration Association. Of the three
arbitrators, one will be selected by the Company, one will be selected by
Executive and the two arbitrators so selected will select the third. Each party
will notify the other party of the arbitrator selected by Executive within
fifteen (15) days after the giving of the written notice referred by Executive
within fifteen (15) days after the giving of the written notice referred to in
this Paragraph 10. The decision and award of the arbitrators must be in writing
and will be final and binding upon the parties hereto. Judgment upon the award
may be entered in any court having jurisdiction thereof, or application may be
made to such court for a judicial acceptance of the award and an order of
enforcement, as the case may be. The expenses of arbitration will be borne in
accordance with the determination of the arbitrators with respect to the dispute
or difference undergoing arbitration. All other obligations of the parties will
continue as stipulated herein, and all monies not directly involved in such
dispute or difference will be paid when due. Notwithstanding the foregoing,
nothing herein shall limit the rights of the Company to seek injunctive relief
as provided in Paragraph 9 of this Agreement.
11. Conflicting Agreements.
Each party hereto hereby represents and warrants to the other party
that the entering into this Agreement, and the obligations and duties undertaken
by such party hereunder, will not conflict with, constitute a breach of, or
otherwise violate the terms of, any other employment or other agreement to which
Executive is a party.
12. Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors, assigns, heirs and personal
representatives but may not be assigned by Executive.
13. Notices.
All notices, requests, demands and other communications hereunder
must be in writing and shall be deemed to have been duly given when delivered by
hand or 5 days after being mailed within the continental United States by first
class certified mail, return receipt requested, postage prepaid, to the other
party, addressed as follows:
If to the Company:
Xxxxxxxx Xxxxx
000 X. Xxxxxxxxxx Pike, Suite 200
Plymouth Meeting, PA 19462
Attention: President
If to Executive:
Xxxx X. Xxxxx
00 Xxxx Xxx
Xxxxxxx Xxxxxx, XX 00000
Addresses may be changed by written notice sent to the other party at the last
recorded address of that party or by hand delivery to the party.
14. Severability.
If any provision of this Agreement is deemed by a court of competent
jurisdiction to be unenforceable as written, it shall be construed more narrowly
to be as broad as is enforceable. If any provision of this Agreement shall be
adjudged by any court of competent jurisdiction to be invalid or unenforceable
for any reason, such judgment shall not affect, impair or invalidate the
remainder of this Agreement.
15. Prior Understandings.
This Agreement (including the Exhibits hereto) embodies the entire
understanding of the parties hereof, and supersedes all other oral or written
agreements or understandings between them regarding the subject matter hereof.
No change, alteration or modification hereof may be made except in writing,
signed by the parties hereto. The headings in this Agreement are for convenience
and reference only and shall not be construed as part of this Agreement or to
limit or otherwise affect the meaning hereof.
16. Execution in Counterparts.
This Agreement may be executed by the parties hereto in
counterparts, each of which shall be deemed to be original, but all such
counterparts shall constitute one and the same instrument, and all signatures
need not appear on any one counterpart.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Employment Agreement as of the day and year first above written.
Attest: KRAMONT OPERATING PARTNERSHIP, L.P.
/s/ Xxxx Xxxxxx, Secretary By: /s/ Xxxxx X. Xxxxxx, Xx., President
---------------------------- ----------------------------------------
Attest: KRAMONT REALTY TRUST
/s/ Xxxx Xxxxxx, Secretary By: /s/ Xxxxx X. Xxxxxx, Xx., President
---------------------------- ----------------------------------------
EXECUTIVE:
/s/ Xxxx X. Xxxxx
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