EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated as of September 4, 2003 (this
"Agreement"), by and between SOLA International Inc., a Delaware corporation
(the "Company"), and Xxxxxx X. Xxxx (the "Executive").
WHEREAS, the Executive possesses skills and experience that
are of value to the Company; and
WHEREAS, the Company has determined that it is in its best
interest to secure the continued services and employment of the Executive on
behalf of the Company in accordance with the terms of this Agreement and the
Executive is willing to render such services on the terms and conditions set
forth herein.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein, the parties hereto agree as follows:
1. Employment Term. Subject to the terms and provisions
of this Agreement, the Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed exclusively by the Company, for the
period commencing on the date hereof and ending on the first anniversary of the
date hereof (the "Initial Term"), unless terminated sooner or extended as
hereinafter provided (the "Employment Term"). The Executive will not be
permitted to be employed by or retain a partnership in any other commercial
business enterprise.
Unless the Company or the Executive shall have given the other
party written notice not less than 90 days prior to the expiration of the
Initial Term that the Initial Term shall not be extended, the Initial Term shall
automatically be extended for successive one-year periods (each one-year period
an "Additional Term") until either party shall have given the other party
written notice not less than 90 days prior to the expiration of any Additional
Term that such Additional Term shall not be extended. If either party shall have
elected not to extend the Initial Term or any Additional Term, this Agreement
shall terminate upon expiration of such term, unless terminated sooner as
hereinafter provided.
2. Duties. During the Employment Term, the Executive
shall serve as Executive Vice President and Chief Financial Officer of the
Company, and such other position(s) as the Chief Executive Officer of the
Company (the "CEO") may reasonably designate. During the Employment Term, the
Executive shall be responsible for the management and control of the day-to-day
financial operations of the Company. The Executive shall also perform such other
duties, services and responsibilities as are
determined from time to time by the CEO consistent with the duties of a Chief
Financial Officer. In performing such duties, the Executive will report directly
to the CEO.
The Executive shall devote all of his business time and attention and
ability to the performance of such duties, services and responsibilities, and
will use his best efforts to promote the interests of the Company. The Executive
will not, directly or indirectly, render services of a business, commercial or
professional nature to any other person or organization, whether for
compensation or otherwise, without the prior consent of the CEO.
3. Compensation. In full consideration of the
performance by the Executive of the Executive's obligations during the
Employment Term (including any services by the Executive as an officer,
director, employee or member of any committee of any subsidiary or affiliate of
the Company, or otherwise on behalf of Company), the Executive shall be
compensated as follows:
(a) The Executive shall receive a base salary (the "Base
Salary") at an annual rate of $280,000 per year during the Employment Term,
payable in accordance with the normal payroll practices of the Company then in
effect. The Executive will be eligible to receive annual increases in the Base
Salary as determined in the sole discretion of the CEO and approved by the Board
of Directors.
(b) The Executive shall be eligible for a bonus pursuant
to the terms and conditions of the Company's "Management Incentive Plan" or
successor thereto.
The Executive shall be solely responsible for taxes imposed on
the Executive by reason of any compensation and benefits provided under this
Agreement and all such compensation and benefits shall be subject to applicable
withholding taxes.
4. Benefits. In addition to the payments and awards
described in Section 3 of this Agreement, during the Employment Term, the
Executive shall be entitled to participate in any and all employee benefit plans
the Company regularly provides its other executives or employees including, but
not limited to, health, dental, vision, pension or other retirement plans. In
addition the Executive shall be entitled to the other benefits specified on the
attached Schedule.
5. Termination. The Executive's employment with the
Company and the Employment Term shall terminate upon the expiration of the
Initial Term or any Additional Term or upon the earlier occurrence of any of the
following events (the date of termination, the "Termination Date"):
(a) The death or disability of the Executive.
(b) The termination of employment by the Company for
Cause. As used
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herein, "Cause" shall mean Executive's: (i) willful misconduct, neglect of
duties, or any act or omission any or all of which materially adversely affect
the Company's business after receipt from the Company of a detailed statement of
the cause for termination, or (ii) conviction of, or plea of guilty or nolo
contendere to, a felony.
(c) The termination of employment by the Company other
than for Cause.
(d) Resignation by the Executive for Good Reason. As used
herein, "Good Reason" shall mean (i) regular assignment by the Company to the
Executive of duties and responsibilities that materially diminish his position
as Chief Financial Officer of the Company; or (ii) reduction of the Executive's
Base Salary or a material reduction in his employee benefits (other than
incentive compensation) that is not part of, or is disproportionate to a general
reduction by the Company of executive compensation.
6. Termination Payments. If the Executive's employment
with the Company terminates or the Initial Term or any Additional Term expires,
the Company's, its subsidiaries' and its affiliates' sole obligation hereunder,
except as otherwise provided in this Section 6, shall be to pay the Executive
(a) any accrued and unpaid Base Salary as of the Termination Date and (b) an
amount equal to such reasonable and necessary business expenses incurred by the
Executive in connection with the Executive's employment on behalf of the Company
on or prior to the Termination Date but not previously paid to the Executive
(the "Accrued Compensation"). In addition, if the Executive's employment with
the Company terminates pursuant to either Section 5(c) or Section 5(d) hereof,
or if the Company elects not to extend the Initial Term or any Additional Term
for any reason other than Cause (each, a "Severance Event"), the Company's, its
subsidiaries' and its affiliates' sole obligation hereunder shall be to (a) pay
the Accrued Compensation, (b) continue to pay the Executive the Base Salary (at
the rate in effect at the time of termination of employment) for a period of six
months, commencing with the first of the month following the month in which
termination takes place, (c) pay the Executive pro-rated bonus based upon the
average Management Incentive Plan compensation (or successor thereto) paid or
payable to him for the three completed fiscal years immediately prior to the
date of such termination (including the year of termination if the Termination
Date occurs on the last day of a fiscal year). If the Executive has not received
three years of bonus payments at the time of termination, the pro-rated bonus
payment will be based upon the average of all bonus compensation paid prior to
the date of such termination, (the "MIP Severance"), (d) continue to provide the
Executive with the benefits described in Section 4 of this Agreement for a
period of six months after the date of such termination and (e) pay up to
$25,000 for outplacement assistance on behalf of the Executive in the form of
professional consultation during the twelve months after the date of such
termination, in the latter case, subject to the Company's approval which may not
be unreasonably withheld. All monies due under (b),
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(c) and (d) above will be reduced by an amount equivalent to any and all
compensation, in whatever form received or promised, that is paid to the
executive for services or advice of any kind provided to another organization or
individual during the six month period following termination. The executive
recognizes and agrees to promptly and accurately report all such compensation to
the company.
The Company shall have no obligation to the Executive for any
payments or benefits other than the Accrued Compensation if the Executive (i)
elects not to extend the Initial Term or any Additional Term or (ii) terminates
his employment with the Company other than for Good Reason.
7. Executive Covenants.
(a) Unauthorized Disclosure. The Executive recognizes
that the services to be performed during the Employment Term by the Company are
special, unique, and extraordinary and that by reason of the Executive's
employment with the Company the Executive has acquired and will acquire
confidential information and trade secrets concerning the Company's operations
("Company Confidential Information") and the operations of its affiliates
("Affiliate Confidential Information"). Accordingly, it is agreed that:
(i) The Executive shall not divulge to any entity or
person, other than the Company or its affiliates, or, in the
event of an assignment of this Agreement pursuant to Section
14 hereof, the assignee and its affiliates, if any, whether
during the Employment Term or after a Severance Event, any
Company Confidential Information concerning the Company's
customer lists, research or development programs or plans,
processes, methods or any other of its trade secrets, except
information that is then available to the public in published
literature and became publicly available through no fault of
the Executive.
(ii) The Executive shall not divulge to any person or
entity, including an assignee of this Agreement and its
affiliates, but excepting the Company and its affiliates,
whether during the Employment Term or after a Severance Event,
any Affiliate Confidential Information acquired by the
Executive concerning the customer lists, research or
development programs or plans, processes, methods or any other
trade secrets of the Company or any affiliate, except
information which is then available to the public in published
literature and became publicly available through no fault of
the Executive.
(iii) The Executive acknowledges that all information
the disclosure of which is prohibited hereby is of a
confidential and proprietary character
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and of great value to the Company and its affiliates. Upon a
Severance Event, the Executive shall forthwith deliver up to
the Company all records, memoranda, data and documents of any
description which refer or relate in any way to Company
Confidential Information or Affiliate Confidential Information
and return to the Company any of its equipment and property
which may then be in the Executive's possession or under the
Executive's personal control. Upon the assignment of this
Agreement, pursuant to Section 14, the Executive shall
forthwith deliver up to the Company all records, memoranda,
data and documents of any description which refer or relate in
any way to Affiliate Confidential Information and return to
the Company any of its equipment and property which may then
be in the Executive's possession or under the Executive's
personal control.
(b) Non-competition. By and in consideration of the
Company's entering into this Agreement and the payments to be made and benefits
to be provided by the Company hereunder, and in further consideration of the
Executive's exposure to the Company Confidential Information and Affiliate
Confidential Information, it is agreed that during the Employment Term, and for
twelve months following a Severance Event, the Executive will not, directly or
indirectly, as an officer, director, stockholder, partner, associate, owner,
employee, consultant or otherwise, become or be interested in or associated with
any other corporation, firm or business engaged in the same or a similar or
competitive business with the Company or any of its affiliates in any
geographical area in which the Company or any of its affiliates are then engaged
in business, provided that the Executive's ownership, directly or indirectly, of
not more than one percent of the issued and outstanding stock of a corporation
the shares of which are regularly traded on a national securities exchange or in
the over-the-counter market shall not, in any event, be deemed to be a violation
of this Subsection.
(c) Non-solicitation. The Executive agrees not to solicit
any person employed by the Company or its affiliates. As used herein, "solicit"
or "soliciting" means any direct or indirect approach or appeals to such an
employee to leave the Company. Indirect solicitation includes but is not limited
to, acting through a third party or parties or characterizing job advertisements
or opportunities in such a fashion so as to entice any employee. The Executive
agrees that, if approached by a Company employee, the Executive will:
(i) Inform the employee of the Executive's
obligations set forth in this subparagraph;
(ii) Refer the employee to the relevant Company Human
Resources personnel; and
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(iii) Request that the employee confirms in writing
to the Company that he has approached the Executive and
confirms that request in a memorandum to such Human Resources
organization.
(d) Remedies. The Company shall be entitled, in addition
to any other right or remedy that it may have at law or in equity with respect
to a breach of this Agreement by the Executive (including the right to terminate
payments pursuant to Section 6 hereof), to an injunction, without the posting of
a bond or other security, enjoining or restraining the Executive from any
violation or threatened violation of this Section 7 and Sections 8 and 9 hereof
and the Executive hereby consents to the issuance of such an injunction.
8. Proprietary Rights. The Executive agrees that any
invention made by the Executive during the Employment Term shall belong to the
Company if (a) it was made in the normal course of the duties of the Executive
or in the course of duties falling outside the Executive's normal duties but
specifically assigned to the Executive, and the circumstances in either case
were such that an invention might reasonably be expected to result from the
carrying out of such duties, or (b) the invention was made in the course of the
duties of the Executive and, at the time of making the invention, because of the
nature of the Executive's duties and the particular responsibilities arising
from the nature of the Executive's duties, the Executive had a special
obligation to further the interests of the Company. In addition, if (a) the
Executive during the Employment Term shall make any improvement or develop any
know-how, copyrightable work or design, (b) such improvement, know-how,
copyrightable work or design is relevant to the business of the Company or any
of its subsidiaries, and (c) such improvement, know-how, copyrightable work or
design arose directly out of any work carried out during the Employment Term, or
out of Confidential Company Information or Confidential Affiliate Information to
which the Executive had access while in the employ of the Company, then such
improvement, know-how, copyrightable work or design shall belong to the Company,
whether or not it was disclosed to the Company during the Employment Term by the
Company.
In the event that the Executive makes any invention or develops any
improvement, know-how, copyrightable design or work which belongs to the
Company, the Executive shall fully, freely and immediately communicate the same
to the Company and the Executive shall, if and as desired by the Company execute
all documents and do all acts and things at the Company's cost which may be
necessary or desirable to obtain letters patent or other adequate protection in
any part of the world for such invention, improvement, know-how, copyrightable
work or design and to vest the same in the Company for the Company's benefit.
The Executive hereby irrevocably appoints the Company as the Executive's
attorney in the Executive's name and on the Executive's behalf to execute all
such deeds and documents and to do all such acts and things as may
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be necessary to give effect to this Subsection in the event that the Executive
fails to comply within seven days with the written directions given by the
Company pursuant to this Subsection.
The Executive has been notified and understands that the provisions of
the two immediately preceding paragraphs of this Section 8 do not apply to any
invention that qualifies fully under the provisions of Section 2870 of the
California Labor Code, which states as follows:
(a) Any provision in an employment agreement which
provides that an employee shall assign, or offer to assign,
any of his or her rights in an invention to his or her
employer shall not apply to an invention that the employee
developed entirely on his or her own time without using the
employer's equipment, supplies, facilities, or trade secret
information except for those inventions that either:
(i) Relate at the time of conception or reduction to
practice of the invention to the employer's business,
or actual or demonstrably anticipated research or
development of the employer, or
(ii) Result from any work performed by the employee
for the employer.
(b) To the extent a provision in an employment agreement
purports to require an employee to assign an invention
otherwise excluded from being required to be assigned under
subdivision (a), the provision is against the public policy of
this state and is unenforceable.
9. Non-Disparagement. In the event of a Severance Event
both the Executive and the Company agree that neither of them will disparage the
other in any manner.
10. Moral Rights Waiver. As used herein, "Moral Rights"
shall mean any right to claim authorship of a work, any right to object to any
distortion, or other modification of a work, and any similar right, existing
under the law of any country in the world, or under any treaty. Executive hereby
irrevocably transfers and assigns to the Company any and all Moral Rights that
Executive may have in any services or materials. Executive also hereby forever
waives and agrees never to assert against the Company, its successors or assigns
any and all Moral Rights Executive may have in any services or materials, even
after termination of this Agreement.
11. Release. In consideration of the payments and
covenants under this Agreement, the Executive hereby releases the Company, its
employees, officers, directors,
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subsidiaries, affiliates, successors and assigns and the Company, its
subsidiaries, affiliates, successors and assigns hereby release the Executive
from any and all claims for relief or causes of action relating to any matters
of any kind arising out of his employment (or its termination) with the Company
arising prior to the date hereof.
The Executive expressly waives all rights and remedies under Section
1542 of the Civil Code of the State of California, which provides as follows:
A general release does not extend to claims which the creditor does not
know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.
The Executive understands that if the facts with respect to which this
Agreement is executed are found hereafter to be different from the facts that he
now believes to be true, the Executive expressly accepts and assumes the risk of
such possible differences in facts and agrees that this Agreement shall be and
remain effective notwithstanding such differences in facts.
12. Notices. All notices, consents, waivers or demands of
any kind which either party to this Agreement may be required or may desire to
serve on the other party in connection with this Agreement shall be in writing
and may be delivered by personal service or sent by telegraph or cable or sent
by registered or certified mail, return receipt requested with postage thereon
fully prepaid. All such communications shall be addressed as follows:
The Company: SOLA International Inc.
Torrey View Corporate Centre
Suite 300
10590 Xxxx Xxxxx Xxx Xxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
Attn: Xxxxxx X Xxxxxx
The Executive: Xxxxxx X. Xxxx
000 Xxxxx Xxxxx
Xxxxx, XX 00000
If sent by telegraph or cable, a confirmed copy of such telegraphic or
cable notice shall be promptly sent by mail (in the manner provided above) to
the addressees. Service of any such communication made only by mail shall be
deemed complete on the date of actual delivery as shown by the addressee's
registry or certification receipt or at the expiration of the third (3rd)
business day after the date of mailing whichever is later in time. Either party
hereto may from time to time, by notice in writing served upon the other as
aforesaid, designate a different mailing address or a different person to which
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such notices or demands are thereafter to be addressed or delivered. Nothing
contained in this Agreement shall excuse either party from giving oral notice to
the other when prompt notification is appropriate, but any oral notice given
shall not satisfy the requirement of written notice as provided in this
paragraph.
13. Governing Law. This Agreement shall be governed and
construed and enforced in accordance with the laws of the State of California
(regardless of that jurisdiction or any other jurisdictions' choice of law
principles).
14. Assignment. The Company may assign this Agreement to
any affiliate of the Company or to any non-affiliate of the Company that shall
succeed to the business and assets of the Company. In the event of such
assignment, the Company shall cause such affiliate or non-affiliate as the case
may be, to assume the obligations of the Company hereunder by written agreement
addressed to the Executive concurrently with any assignment with the same effect
as if such assignee were the Company hereunder. This Agreement is personal to
the Executive and the Executive may not assign any rights or delegate any
responsibilities hereunder without the prior approval of the Company.
15. Entire Agreement. This Agreement is the entire
Agreement between the Company and the Executive with respect to the subject
matter hereof and cancels and supersedes any and all other agreements regarding
the subject matter hereof between the parties. This Agreement may not be
altered, modified, changed, or discharged except in writing signed by both of
the parties.
16. Severability. If any one or more of the provisions
(or any part thereof) of this Agreement, or any application thereof to the
circumstances, shall be held to be invalid, illegal or unenforceable in any
respect the remaining provisions (or any part thereof) shall not in any way be
affected or impaired thereby.
17. Arbitration. Except as otherwise provided in Section
7(d) hereof, with respect to any controversy arising out of or relating to this
Agreement, or the subject matter thereof, such controversy shall be settled by
final and binding arbitration in San Diego, California or such other location as
the company may determine, in accordance with the then existing rules ("the
Rules") of the American Arbitration Association ("AAA") and judgment upon the
award rendered by the arbitrators may be entered in any court having
jurisdiction thereof; provided, however, that the law applicable to any
controversy shall be the law of California, regardless of its or any
jurisdiction's choice of law principle. Arbitration shall be the sole and
exclusive remedy for the resolution of the disputes described above. In any such
arbitration, the award or decision shall be rendered by a majority of the
members of a board of arbitration consisting of three members, one of whom shall
be appointed by each party and the third of whom shall be the chairman of the
panel and be appointed by mutual agreement of said two party appointed
arbitrators. In the event of the failure of said two arbitrators to agree,
within five working days after
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the commencement of the arbitration, upon appointment of the third arbitrator,
the third arbitrator shall be appointed by the AAA in accordance with the Rules.
In the event that either party shall fail to appoint an arbitrator within five
days after the commencement of the arbitration proceeding, such arbitrator and
the third arbitrator shall be appointed by the AAA in accordance with the Rules.
The arbitrators are empowered but not limited in making an award in favor of the
Executive to require any act or acts that they believe necessary to effectuate
the intent of this Agreement. The Company agrees that any costs of any
arbitration borne by the Executive, including the Executive's reasonable
attorneys' fees and expenses and the costs, fees and expenses of the Executive's
appointed arbitrator, shall be borne by the Company to the extent attributable
to issues on which the Executive prevails on the merits.
18. Excise Tax Limitation.
(a) Notwithstanding anything contained in this Agreement
to the contrary, to the extent that the payments and benefits provided under
this Agreement and benefits provided to, or for the benefit of, the Executive
under any other Company plan or agreement (such payments or benefits are
collectively referred to as the "Payments") would be subject to the excise tax
(the "Excise Tax") imposed under Section 4999 of the Internal Revenue Code of
1986, as amended (the "Code"), the Payments shall be reduced (but not below
zero) if and to the extent necessary so that no Payment to be made or benefit to
be provided to the Executive shall be subject to the Excise Tax (such reduced
amount is hereinafter referred to as the "Limited Payment Amount"). Unless the
Executive shall have given prior written notice specifying a different order to
the Company to effectuate the foregoing, the Company shall reduce or eliminate
the Payments, by first reducing or eliminating the portion of the Payments which
are not payable in cash and then by reducing or eliminating cash payments, in
each case in reverse order beginning with payments or benefits which are to be
paid the farthest in time from the Determination (as hereinafter defined). Any
notice given by the Executive pursuant to the preceding sentence shall take
precedence over the provisions of any other plan, arrangement or agreement
governing the Executive's rights and entitlements to any benefits or
compensation.
(b) The determination of whether the Payments shall be
reduced to the Limited Payment Amount pursuant to this Agreement and the amount
of such Limited Payment Amount shall be made, at the Company's expense, by an
accounting firm selected by the Executive which is one of the five largest
accounting firms in the United States (the "Accounting Firm"). The Accounting
Firm shall provide its determination (the "Determination"), together with
detailed supporting calculations and documentation to the Company and the
Executive within ten (10) days of the date of termination, if applicable, or
such other time as requested by the Company or by the Executive (provided the
Executive reasonably believes that any of the Payments may be subject to the
Excise
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Tax) and if the Accounting Firm determines that no Excise Tax is payable by the
Executive with respect to the Payments, it shall furnish the Executive and the
Company with an opinion reasonably acceptable to the Executive that no Excise
Tax will be imposed with respect to any such Payments. The Determination shall
be binding, final and conclusive upon the Company and the Executive.
19. Non-Waiver of Rights. The failure to enforce at any
time the provisions of this Agreement or to require at any time performance by
any other party of any provisions hereof shall in no way be construed to be a
waiver of such provisions or to affect either the validity of this Agreement or
any part hereof, or the right of any party to enforce each and every provision
in accordance with its terms. No waiver by any party hereto of any breach by any
other party hereto of any provision of this Agreement to be performed by such
other party shall be deemed a waiver of similar or dissimilar provisions at the
time or at any prior or subsequent time.
20. Headings. The headings contained herein are solely
for the purposes of reference, are not part of this Agreement and shall not in
any way affect the meaning or interpretation of this Agreement.
21. Counterparts. This Agreement may be executed in two
or more counterparts, each of which shall be deemed to be an original but all of
which together shall constitute one and the same instrument.
22. THE EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH THE ADVISOR OF HIS CHOICE AND THAT HE HAS FREELY AND
VOLUNTARILY ENTERED INTO THIS AGREEMENT.
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IN WITNESS WHEREOF, the Company has caused this Employment
Agreement to be executed by authority of its Board of Directors, and the
Executive has hereunto set the Executive's hand, on the day and year first above
written.
SOLA International Inc.:
By: /s/ Xxxxxx Xxxxxx
------------------------------------
Xxxxxx Xxxxxx
Chief Executive Officer
Executive:
/s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx X. Xxxx
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Schedule of Continuing Benefits Entitlement Pursuant to
Paragraph 4 of the Attached Agreement between SOLA International Inc. and Xxxxxx
X. Xxxx.
1. PROVISION OF A COMPANY CAR. SOLA WILL PROVIDE UP TO $4,000 TOWARD A
LEASE DOWN PAYMENT AND REIMBURSE UP TO $800/MONTH FOR THE LEASE COSTS,
INCLUDING TAXES. ALL REASONABLE EXPENSES FOR LICENSE, REGISTRATION,
INSURANCE, MAINTENANCE, AND FUEL WILL BE REIMBURSED UP TO $4,400 PER
YEAR FOR THE EMPLOYEE-PROVIDED VEHICLE ONLY.
2. STOCK OPTIONS. SOLA WILL GRANT AN OPTION TO PURCHASE 60,000 SHARES OF
COMMON STOCK OF THE COMPANY, AT A PURCHASE PRICE IN EFFECT UPON THE
DATE OF ISSUANCE. PLEASE REFER TO THE STOCK OPTION AGREEMENT FOR
DETAILS.
3. RELOCATION TO THE SAN DIEGO AREA IN ACCORDANCE WITH SOLA'S STANDARD
DOMESTIC RELOCATION POLICY. IN ADDITION, SOLA WILL PAY FOR UP TO 13
ROUND-TRIP TICKETS ON SOUTHWEST AIRLINES FOR TRAVEL BETWEEN SAN DIEGO
AND NORTHERN CALIFORNIA OVER THE THREE-MONTH PERIOD BEGINNING SEPTEMBER
15, 2003.
4. VACATION. SOLA WILL PROVIDE A VACATION BENEFIT THAT WILL ACCRUE AT THE
RATE OF 20 DAYS PER YEAR.
ALL TERMS SUBJECT TO SUCCESSFUL COMPLETION OF A PRE-EMPLOYMENT DRUG SCREEN, AND
CRIMINAL AND FINANCIAL BACKGROUND CHECKS.
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