EXHIBIT 10.1
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(Xxxxx X. Xxxxxxxxx)
THIS AGREEMENT is by and between American Eagle Outfitters, Inc. ("Company")
and Xxxxx X. Xxxxxxxxx ("Executive"), and is effective as of the date it has
been fully executed by both parties. It supersedes and replaces all prior
employment agreements between the Company and Executive.
Executive has served the Company in various roles since 1993 and Executive
desires to continue to provide services to Company in a new role as provided in
this Agreement. Company agrees to continue to employ Executive in the new
position of Vice-Chairman and Executive Creative Director; and Executive hereby
accepts this offer of continued employment and agrees to serve Company subject
to the general supervision, advice and direction of Company's CEO and Board of
Directors ("Board"), and upon the following terms and conditions:
1. TERM. Executive will be employed on a full time basis during fiscal 2009,
2010 and 2011 until January 28, 2012 unless sooner terminated as provided herein
(the "Active Term"); and this Agreement shall continue after the Active Term on
the terms set forth in paragraph 3.8.
2. POSITION AND DUTIES. During the Active Term, Executive shall be employed
on a full time basis as Company's Vice-Chairman and Executive Creative Director,
with such authority and duties as are customary for this position, and shall
perform such other services and duties as the CEO and Board may from time to
time designate.
2.1. During the Active Term, Executive agrees to devote his full business
time, best efforts, and undivided attention to the business and affairs of
Company, except for any vacations, illness, or disability. During the Active
Term, Executive shall not engage in any other businesses that would interfere
with his duties, provided that nothing contained herein is intended to limit
Executive's right to make passive investments in the securities of
publicly-owned companies or other businesses which will not interfere or
conflict with his duties hereunder, including his service on the board of DSW,
Inc. or, with the prior consent of the Board, to sit on the boards of other
businesses.
2.2. Executive agrees that he shall at all times observe and be bound by all
rules, policies, practices, and resolutions heretofore or hereafter adopted in
writing by the Company which are generally applicable and provided to Company's
officers and employees and which do not otherwise conflict with this
Agreement.
2.3. Company shall indemnify Executive in the performance of his duties and
responsibilities and advance expenses in connection therewith to the same extent
as other senior executives and officers. Such rights shall not be subject to
arbitration under paragraph 6.
3. COMPENSATION.
3.1. BASE SALARY. During the Active Term, Company shall continue to pay
Executive an annual base salary of $850,000.00 as compensation for his services
hereunder, payable in equal installments in accordance with Company's payroll
practices for executive employees. Company's Board may increase Executive's base
salary at their discretion.
3.2. CASH BONUSES
3.2.1. Annual Incentive Bonus. During the Active Term, Executive will be
eligible to receive an annual incentive bonus targeted at 90% of his base salary
with potential to receive up to 180% of base salary as a 'maximum' bonus, under
the Company's Annual Cash Incentive Plan, or any successor plan ("the Bonus
Plan"). The Bonus Plan conditions the payment of this annual performance bonus
based on achievement of pre-determined performance goals set forth in writing
and based on objective measurements all established by the Board's Compensation
and Stock Option Committee (the "Committee"). The Committee must verify that the
performance goals and other material terms are met prior to payment. It is the
parties' intention that the Bonus Plan be adopted and administered in a manner
that enables Company to deduct for federal income tax purposes the amount of any
annual incentive bonus. The incentive bonus determined to be due for a
performance period, if any, will be paid within 75 calendar days after the close
of the performance period upon certification by the Committee that the
performance goals have been met, and also, in the case of fiscal year goals,
after completion of an outside audit by Company's then current outside audit
firm.
3.2.2. Long Term Incentive Bonus. During the Active Term, Executive is
eligible to receive a long term incentive bonus under the Company Long Term
Incentive Bonus Plan, which has been established under the Stock Plan or any
successor plan (the "LTI Plan"). For each full fiscal year during the Active
Term, there shall be credited to Executive's LTI bonus account under the LTI
Plan (the "LTI Account") an amount equal to a portion of his base salary for
such fiscal year multiplied by a percentage factor that shall be (a) targeted at
fifty percent of his targeted annual incentive bonus percentage for such fiscal
year determined under paragraph 3.2.1 and (b) not greater than one hundred
percent of his targeted annual incentive bonus percentage for such fiscal year,
the actual amount of such factor to be set by the Committee based on achievement
of pre-determined goals set forth in writing and based on objective
measurements. The Committee must verify that the performance goals and other
material terms have been met prior to crediting the LTI Account. Executive will
receive payment of: (a) one-third of the amount in the LTI Account on the first
business day of each fiscal year; and (b) the entire remaining amount in the LTI
Account on death, disability or termination of employment. It is the Company's
intention that the LTI Plan be adopted and administered in a manner that enables
Company to deduct for federal income tax purposes all amounts paid pursuant to
the LTI Plan.
3.3. STOCK.
3.3.1. Restricted Stock. During the Active Term, the CEO shall recommend to
the Committee that Executive receive a grant of restricted stock having a grant
date value of $1,000,000.00 (as reasonably determined by the Committee) in each
fiscal year, and each grant will be made pursuant to and subject to all terms
and conditions set forth in the in Company's 2005 Stock Award and Incentive
Plan, or any successor plan ("the Stock Plan"). Pursuant to the terms of the
Stock Plan, the Committee will condition the vesting of this restricted stock
based on achievement of pre-determined performance goals set forth in writing
and based on objective measurements all established by the Committee. Committee
must verify that the performance goals and other material terms are met prior to
vesting. If the performance goals are not met then the restricted stock will be
forfeited. It is the parties' intention that the Stock Plan be adopted and
administered in a manner that enables Company to deduct for federal income tax
purposes the full value of all annual restricted stock grants. The delivery of
restricted stock earned, if any, will be made after certification by the
Committee of achievement of performance goals following completion of the audit
of the annual financial statements by Company's then current outside audit firm.
Any awards of restricted stock outstanding at the time of a "change of control,"
as that term is defined in section 9(c) of the Stock Plan, shall vest
immediately upon the change of control.
3.3.2. Stock Options. The CEO shall recommend to the Committee that Executive
receive a one time, performance based stock option grant for 900,000 shares of
the Company's common stock, exercisable at the fair market value on the grant
date, expiring seven years from the grant date and otherwise pursuant to and
subject to all terms and conditions set forth in the Stock Plan. The options
will vest and become exercisable, if at all, over three years in equal amounts
beginning in fiscal 2010, subject to the achievement of pre-determined
performance goals set forth in writing and based on objective measurements all
established by the Committee for each fiscal year during the Active Term. The
performance goals for fiscal 2009 shall be individual goals for the Executive
and the performance goals for fiscal 2010 and fiscal 2011 shall be company-wide
goals established by the Committee for all executives. The options will vest and
become exercisable on the date after the end of each fiscal year when the
Committee certifies the achievement of the performance goals, or if the
Committee certifies that the performance goals have not been met, then in that
event one third of the stock option grant shares shall terminate and be
forfeited and shall never be exercisable. If the performance goals for a fiscal
year are subject to partial achievement and are determined to be partially
achieved by the Committee, then a prorated amount of the shares shall vest and
the balance of the one third amount shall be terminate and be forfeited, as
certified by the Committee. Any portion of this stock option award that is
outstanding (not having been previously forfeited or exercised) at the time of a
"change of control," as that term is defined in section 9(c) of the Stock Plan,
shall vest immediately upon the change of control and become fully
exercisable.
3.4. VACATION. During the Active Term of this Agreement, Executive shall be
entitled to vacation commensurate with other senior executives. The dates of
said vacations shall be mutually agreed upon by Company's CEO and Executive.
3.5. BUSINESS EXPENSES. Company shall pay, advance or reimburse Executive for
all normal and reasonable business-related expenses, including travel expenses,
incurred in the performance of his duties during the Active Term and Renewal
Term on the same basis as paid to other senior executives. Company shall furnish
Executive with company credit cards provided to other senior executives for use
solely in the performance of his duties. Company will also pay for legal
expenses, for purposes of assistance with this agreement, up to $15,000 as a
one-time expense. The amount of expenses eligible for reimbursement during a
taxable year of Executive shall not affect the expenses eligible for
reimbursement in any other taxable year.
3.6. TAXES. The compensation provided to Executive hereunder shall be subject
to any withholdings and deductions required by any applicable tax laws.
3.7. BENEFIT PLANS. Executive is entitled to participate in any deferred
compensation or other employee welfare benefit plans, including the profit
sharing and 401(k) plan; group life, health, hospitalization and disability
insurance plans;; discount privileges; and other employee welfare benefits made
available generally to, and under the same terms as, Company's executives.
3.8. CONSULTING DURING RENEWAL TERM. Because Executive is entitled to receive
renewal term compensation under his prior employment agreement, upon any
termination of the Active Term for any reason, this Agreement shall
automatically be continued for an additional term of three years (the "Renewal
Term"), during which Executive shall continue to be employed by the Company in a
non-executive officer capacity and shall be paid a fixed salary of $1,343,000.00
per year payable in equal installments in accordance with Company's payroll
practices for executive employees, representing total salary of $4,029,000.00
over the three years (the "Renewal Term Compensation"), provided, however, the
first six months of salary shall be accumulated and paid in a lump sum on the
first Company pay day that is six months after the end of the Active Term, with
the balance thereafter paid biweekly or otherwise in accordance with Company's
then current payroll practices. Executive shall be available to consult with
senior management and members of the Board regarding Company business to the
extent Executive determines and without any minimum time commitment during the
Renewal Term. During the Renewal Term, Executive shall continue to be entitled
to participate in the welfare benefit plans described in paragraph 3.7, to the
same extent as other executives of Company, provided, however if Executive does
not qualify to participate in the health insurance program as a less than full
time employee, the Company shall provide coverage for Executive and his spouse
during the Renewal Term.
4. EXECUTIVE'S OBLIGATIONS.
4.1. CONFIDENTIAL INFORMATION. Executive agrees that during and after his
employment, any "confidential information" as defined below shall be held in
confidence and treated as proprietary to Company. Executive agrees not to use or
disclose any confidential information except to promote and advance the business
interests of Company. Executive agrees that upon his separation from employment,
for any reason whatsoever, he shall not take or copy, and shall immediately
return to Company, any documents that constitute or contain confidential
information. "Confidential information" includes, but is not limited to, any
confidential data, figures, projections, estimates, pricing data, customer
lists, buying manuals or procedures, distribution manuals or procedures, other
policy and procedure manuals or handbooks, supplier information, tax records,
personnel histories and records, company phone directories, lists of associates,
organizational charts, information regarding sales, information regarding
properties, product designs, design processes, manufacturing processes,
information regarding manufacturers and suppliers and any other confidential
information regarding the business, operations, properties or personnel of
Company which are disclosed to or learned by Executive as a result of his
employment, but shall not include his personal personnel records. Confidential
information shall not include any information that (i) Executive had in his
possession prior to his first performing services for Company; (ii) becomes a
matter of public knowledge thereafter through sources independent of Executive;
(iii) is disclosed by Company without restriction on its use; or (iv) is
required to be disclosed by law or governmental order or regulation.
4.2. NON-SOLICITATION.
4.2.1. EMPLOYEES. Executive agrees that during his employment, including the
Renewal Term, and for two years after the end of his employment, for any reason,
he shall not, directly or indirectly, solicit Company's employees to leave their
employment; he shall not employ or seek to employ them; and, he shall not cause
or induce any of Company's competitors to solicit or employ Company's
employees.
4.2.2. THIRD PARTIES. Executive agrees that during his employment, including
the Renewal Term, and for two years following the end of his employment, for any
reason, he shall not, either directly or indirectly, recruit, solicit or
otherwise induce or influence any customer, supplier, sales representative,
lender, lessor or any other person having a business relationship with Company
to discontinue or reduce the extent of such relationship except in the course of
his duties pursuant to this Agreement and with the good faith objective of
advancing Company's business interests.
4.3. NONCOMPETITION. Executive agrees that during his employment, including
the Renewal Term, and for a period of one year following the end of his
employment, for any reason, he shall not, either directly or indirectly, accept
employment with, act as a consultant to, or otherwise perform the same services
(which shall be determined regardless of job title) for any business that
directly competes with Company's business, which is understood to be the design,
manufacture and retail sale (including Internet sales) of mens or womens
specialty clothing, accessories, shoes, and related items regardless of whether
such items are now included in Company's merchandise mix.
4.4. COOPERATION.
4.4.1. WITH COMPANY. Executive agrees to cooperate with Company during the
course of all third-party proceedings arising out of Company's business about
which Executive has knowledge or information. Such proceedings may include, but
are not limited to, internal investigations, administrative investigations or
proceedings, and lawsuits (including pre-trial discovery). For purposes of this
paragraph, cooperation includes, but is not limited to, Executive's making
himself available for interviews, meetings, depositions, hearings, and/or trials
without the need for subpoena or assurances by Company, providing any and all
documents in his possession that relate to the proceeding, and providing
assistance in locating any and all relevant notes and/or documents.
4.4.2. WITH THIRD PARTIES. Executive agrees to communicate with, or give
statements to, third parties relating to any matter about which Executive has
knowledge or information as a result of his employment only to the extent that
it is Executive's good faith belief that such communication or statement is in
Company's business interests; provided, however, the forgoing shall not restrict
or prevent Executive from providing information to governmental or regulatory
authorities as required by law.
4.4.3. WITH MEDIA. Executive agrees to communicate with, or give statements
to, any member of the media (print, television or radio) relating to any matter
about which Executive has knowledge or information as a result of his employment
only to the extent that it is Executive's good faith belief that such
communication or statement is in Company's business interests and, to the extent
practical, as approved in advance by the CEO.
4.5. REMEDIES. Executive agrees that any disputes under this paragraph shall
not be subject to arbitration. If Executive breaches this paragraph, the damage
will be substantial, although difficult to quantify, and money damages may not
afford Company an adequate remedy; therefore, if Employee breaches or threatens
to breach this paragraph, Company shall be entitled, in addition to other rights
and remedies, to specific performance, injunctive relief and other equitable
relief to prevent or restrain such conduct.
5. TERMINATION AND RELATED BENEFITS.
5.1. DEATH. This Agreement shall terminate automatically upon Executive's
death, and Company shall pay his surviving spouse, or if he leaves no spouse,
his estate, any base salary earned by Executive, and any rights or benefits that
have vested through the date of termination, including the payment of the
remaining balance of Renewal Term Compensation under paragraph 3.8. In addition,
Company shall pay Executive's surviving spouse, or if he leaves no spouse, his
estate, any declared but unpaid bonus that, but for Executive's death, would
otherwise have been payable to Executive.
5.2. PERMANENT DISABILITY. Upon Executive's permanent disability at anytime
during the Active Term, Company shall have the right to terminate this Agreement
immediately with written notice. Company shall not have the right to terminate
this Agreement for Executive's permanent disability during the Renewal Term. For
these purposes, permanent disability shall mean that Executive fails to perform
his duties on a full-time basis for a period of more than 90 calendar days
during any 12-month period, due to a physical or mental disability or infirmity.
If this Agreement is terminated due to Executive's permanent disability, Company
shall pay Executive any base salary earned and any rights or benefits that have
vested through the date of termination, including the payment of the full
Renewal Term Compensation under paragraph 3.8, subject to paragraph 7.11. In
addition, Company shall pay Executive any declared but unpaid bonus that, but
for Executive's disability, would otherwise have been payable to Executive.
5.3. TERMINATION BY COMPANY.
5.3.1. DURING THE ACTIVE TERM. In addition to as provided below in paragraphs
5.3.2, Company may terminate the full time employment of Executive under this
Agreement at any time during the Active Term, for any reason or no reason in its
sole discretion, upon 30 days' written notice to Executive. Company may, in its
sole discretion, require Executive to cease full time active employment
immediately. In the event of such a termination of the Active Term, Company
shall have only the following obligations:
(i) Pay Executive his base salary for his full time services rendered through
the early end of the Active Term.
(ii) Pay Executive a pro rated portion of any annual incentive bonus under
paragraph 3.2.1 and credit the Executive's LTI account for a pro rated amount
under paragraph 3.2.2, based on the number of days of Executive's full time
employment during the performance period and only if the performance goals are
actually certified as achieved by the Committee following the end of the
performance period.
(iii) Vest a prorated number of restricted shares under paragraph 3.3.1 and a
prorated number of option shares under paragraph 3.3.2, in each case based on
the number of days of Executive's full time employment during the performance
period and only if the performance goals are actually certified as achieved by
the Committee following the end of the performance period.
(iv) Pay Executive the full Renewal Term Compensation over three years
beginning following the end of the Active Term.
(v) Pay Executive the LTI Account in the manner provided under the LTI Plan
and in accordance with paragraph 7.11 of this Agreement.
Executive acknowledges that in the event of the termination of his full time
employment by the Company and early termination of the Active Term, Executive
will forfeit any claim to future bonuses or equity awards and all existing
bonuses and equity awards granted hereunder will terminate, except only for the
pro rated portion set forth above to the extent performance goals are
achieved.
5.3.2. FOR CAUSE. Company may terminate this Agreement at any time if it has
"cause" to do so. For purposes of this paragraph, the term "cause" means the
following:
(i) willful violation of laws and regulations governing Company;
(ii) willful failure to substantially comply with any material terms of this
Agreement, provided Company shall make a written demand for substantial
compliance setting forth the specific reason(s) for same and Executive shall
have 60 days to cure, if possible;
(iii) willful breach of fiduciary duties;
(iv) willful damage, willful misrepresentation, willful dishonesty, or other
willful conduct which Company determines has had or is likely to have a material
adverse effect upon Company's operations, assets, reputation or financial
conditions; or
(v) willful breach of any stated material employment policy of Company.
Failure to meet performance targets and measures shall not constitute "cause"
as that term is used herein. Executive may have an opportunity to be heard by
the Board prior to a termination for cause. For purposes of this paragraph,
Executive's acts or omissions shall be considered "willful" if done without a
good faith, reasonable belief that such act or omission was in Company's best
interest. In the event of termination for cause, Company shall pay Executive any
base salary earned and any rights or benefits that have vested, including any
declared but unpaid bonus. Otherwise, Company's obligations hereunder cease upon
notice of termination.
5.3.4. METHOD OF PAYMENT. Executive agrees that Company shall pay the present
value of any amount(s) due under this paragraph in a lump sum. Present value
shall be calculated based upon PNC Bank's prime interest rate.
5.4. Early Retirement. Executive may terminate this Agreement by electing
early retirement at any time by giving at least 60 calendar days' written notice
of his intention to retire to Company's Chairman, which Company may accept
immediately. In the event of Executive's early retirement, Company will have no
further obligations or liability hereunder to Executive, except as provided
herein, including the right of Executive to exercise stock options for a period
of one year, to payout of the LTI Account, and to receive the Retirement Benefit
in the manner provided under paragraph 7.11 of this Agreement.
5.5. Payments Due Upon a Termination Of the Active Term. In the event of any
termination of Executive's employment under this Agreement prior to the end of
the Active Term, Executive (or his estate) shall be paid any unpaid portion of
his salary that has accrued by virtue of his employment during the period prior
to termination, and any unpaid, declared bonus, together with any unpaid
business expenses properly incurred under this Agreement prior to termination.
Such amounts shall be paid within 15 days of the date of termination, unless
otherwise provided herein. Executive (or his estate) shall also have the right
to exercise stock options for a period of one year, and Executive shall receive
payout of the LTI Account, and to receive any remaining balance of the Renewal
Term Compensation, in the manner provided under paragraph 7.11 of this Agreement
6. ARBITRATION. Except as provided in paragraph 2.3 and in paragraph 4.5, the
parties agree that arbitration shall be the sole and exclusive remedy to redress
any dispute, claim or controversy involving the interpretation of this Agreement
or the terms, conditions or termination of this Agreement or the terms,
conditions or termination of Executive's employment with Company. The parties
intend that any arbitration award shall be final and binding and that a judgment
on the award may be entered in any court of competent jurisdiction and
enforcement may be had according to its terms. This paragraph shall survive the
termination or expiration of this Agreement.
6.1. Arbitration shall be held in Pittsburgh, PA, and shall be conducted by a
retired federal judge or other qualified arbitrator mutually agreed upon by the
parties in accordance with the Voluntary Arbitration Rules of the American
Arbitration Association then in effect. The parties shall have the right to
conduct discovery pursuant the Federal Rules of Civil Procedure; provided,
however, that the Arbitrator shall have the authority to establish an expedited
discovery schedule and cutoff and to resolve any discovery disputes. The
Arbitrator shall not have jurisdiction or authority to change any provision of
this Agreement by alterations of, additions to or subtractions from the terms
hereof. The Arbitrator's sole authority in this regard shall be to interpret or
apply any provision(s) of this Agreement. The Arbitrator shall be limited to
awarding compensatory damages, including unpaid wages or benefits, but shall
have no authority to award punitive, exemplary or similar-type damages.
6.2. Any claim or controversy not sought to be submitted to arbitration, in
writing, within 180 days of when it arose shall be deemed waived and the moving
party shall have no further right to seek arbitration or recovery with respect
to such claim or controversy.
6.3. The arbitrator shall be entitled to award expenses, including the costs
of the proceeding, and reasonable counsel fees.
6.4. The parties hereby acknowledge that since arbitration is the exclusive
remedy, neither party has the right to resort to any federal, state or local
court or administrative agency concerning breaches of this Agreement, except as
otherwise provided in paragraph 2.3 or paragraph 4.5, and that the decision of
the Arbitrator shall be a complete defense to any suit, action or proceeding
instituted in any federal, state or local court before any administrative agency
with respect to any arbitrable claim or controversy.
7. GENERAL PROVISIONS.
7.1. The parties agree that the covenants and promises set forth in
paragraphs 4, 5 and 6 shall survive the termination of this Agreement and
continue in full force and effect.
7.2. Except as otherwise provided in paragraph 6.2 above, failure to insist
upon strict compliance with any term hereof shall not be considered a waiver of
any such term.
7.3. This Agreement along with any other document or policy or practice
referenced herein (which are collectively referred to as "Agreement" herein),
contain the entire agreement of the parties regarding Executive's employment and
supersede any prior written or oral agreements or understandings relating to the
same. No modification or amendment of this Agreement shall be valid unless in
writing and signed by or on behalf of both parties.
7.4. If Executive's full-time employment terminates, for any reason
whatsoever, he shall immediately tender to the Board his written resignation
from the Board, which resignation the Board may or may not accept.
7.5. Once signed by both parties, this Agreement shall be binding upon and
shall inure to the benefit of the heirs, successors, and assigns of the
parties.
7.6. This Agreement is intended to be performed in accordance with, and only
to the extent permitted by, all applicable laws, ordinances, rules and
regulations. If any provisions of this Agreement, or the application thereof to
any person or circumstance, shall, for any reason and to any extent, be held
invalid or unenforceable, such invalidity and unenforceability shall not affect
the remaining provisions hereof and the application of such provisions to other
persons or circumstances, all of which shall be enforced to the greatest extent
permitted by law.
7.7. The validity, construction, and interpretation of this Agreement and the
rights and duties of the parties hereto shall be governed by the laws of the
State of Pennsylvania, without reference to the Pennsylvania choice of law
rules.
7.8. Any written notice required or permitted hereunder shall be mailed,
certified mail (return receipt requested) or hand-delivered, addressed to
Company's Chairman at Company's then principal office, or to Executive at the
most recent home address on his paycheck. Notices are effective upon
receipt.
7.9. The rights of Executive under this Agreement shall be solely those of an
unsecured general creditor of Company.
7.10. The headings in this Agreement are inserted for convenience of
reference only and shall not be a part of or control or affect the meaning of
any provision hereof.
7.11. Notwithstanding anything in this Agreement to the contrary, if, when
Executive's employment with Company terminates, Company believes that any
payments under this Agreement will result in additional tax or interest to
Executive under Internal Revenue Code Section 409A and the guidance promulgated
there under ("Code Section 409A"), Company may suspend the payments to Executive
of amounts due within the first six months after the termination date. If
Company suspends any payments, it will aggregate and pay these amounts to
Executive on the earliest of (a) the date that is six months and one day after
the termination date, (b) the date of the Executive's death, or (c) any earlier
date that does not result in such additional tax or interest under Code Section
409A. To the extent that any provisions of this Agreement do not comply with
Internal Revenue Code Section 409A and the guidance promulgated there under
("Code Section 409A"), which would cause Executive to incur any additional tax
or interest under Code Section 409A, such terms of the Agreement shall be deemed
to be modified, to the extent reasonably possible to do so, and applied in a
manner to be consistent with Code Section 409A.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement consisting of 11 pages.
EXECUTIVE AMERICAN EAGLE OUTFITTERS, INC.
---------------------------------- By:--------------------------------
Xxxxx X. Xxxxxxxxx Xxxxx X'Xxxxxxx
Signed: /s/ Xxxxx X. Xxxxxxxxx Signed:
/s/ Xxxxx X'Xxxxxxx
Date: January 13, 2009 Date: January 13, 2009