EMPLOYMENT AGREEMENT
Exhibit
10.1 - Chief Executive Officer
Employment Agreement
EMPLOYMENT
AGREEMENT
AGREEMENT
dated as
of the 7th day of October, 2005, by and between Adsouth Partners, Inc., a Nevada
corporation with its principal office at 0000 X. xxxxxxx Xxxxxxx, Xxxxx 000,
Xxxx Xxxxx, XX 00000 (the “Company”), and Xxxx Xxxxxxxxx, residing at
_________________________________ (“Executive”).
W
I T N E S S E T H:
WHEREAS,
the
Company has engaged Executive as its chief executive officer and desires to
continue to obtain the benefits of Executive’s knowledge, skill and ability in
connection with the operations of the Company and to continue to employ
Executive on the terms and conditions hereinafter set forth; and
WHEREAS,
Executive desires to provide his services to the Company and to accept
employment by the Company on the terms and conditions hereinafter set
forth;
NOW,
THEREFORE,
in
consideration of the mutual promises set forth in this Agreement, the parties
agree as follows:
1. Employment
and Duties.
(a) Subject
to the terms and conditions hereinafter set forth, the Company hereby employs
Executive as its Chief Executive Officer, and he shall have the duties and
responsibilities associated with the chief executive officer of a public
corporation. Executive shall report to the Company’s board of directors (the
“Board”) or chief executive officer, as the Board shall determine.
(b) Executive
shall also perform such other duties and responsibilities for the Company as
may
be determined by the Board, as long as such duties and responsibilities are
consistent with those of the Company’s Chief executive officer. Executive shall,
if elected, serve as a director of the Company and any of its subsidiaries,
provided that such duties are consistent with those of the Company’s Chief
executive officer. Executive shall receive no additional compensation for
services rendered pursuant to this Section 1(b).
(c) Unless
terminated earlier as provided for in Section 5 of this Agreement, this
Agreement shall have an initial term (the “Initial Term”) commencing as of the
date of this Agreement and expiring on December 31, 2008, and shall continue
on
a month-to-month basis thereafter unless terminated by either the Company or
Executive on not less than ninety (90) days written notice prior to the
expiration of the Initial Term or thereafter on one month’s written notice. The
Initial Term and the extensions are collectively referred to as the
“Term.”
2. Executive’s
Performance.
Executive hereby accepts the employment contemplated by this Agreement. During
the Term, Executive shall devote substantially all of his business time to
the
performance of his duties under this Agreement, and shall perform such duties
diligently, in good faith and in a manner consistent with the best interests
of
the Company. Executive shall not be precluded from engaging in charitable and
community activities, managing his personal and financial affairs and engaging
in other non-competitive activities, provided that such activities shall not
interfere in any material way with Executive’s duties pursuant to this
Agreement. Executive will not be required to move his residence from South
Florida.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
3. Compensation
and Other Benefits.
(a) For
his
services to the Company during the Term, the Company shall pay Executive a
salary (“Salary”) at the annual rate of $250,000.
(b) In
addition to the Salary, the Company shall pay Executive the following bonuses
(collectively, the “Bonuses”):
(i)
An
initial bonus of $50,000, which is due and payable upon execution of this
agreement.
(ii)
The
Company shall pay Executive quarterly bonuses within ten (10) days after the
date the Form 10-Q or 10-QSB is filed with the SEC (the “Quarterly Bonuses”) as
follows:
(A) For
each
quarter the Company will pay Executive a gross margin bonus calculated as the
amount by which the Company’s product sector’s gross margin, determined in
accordance with generally accepted accounting principles, consistently applied,
plus 50% of the unrecognized gross profits related to shipments for which the
revenue is not currently recognized, for such quarter, exceeds the gross margin
that would have resulted if it were 47% multiplied by 5%.
(B) For
each
quarter the Company will pay Executive an operating expense bonus calculated
as
the amount by which selling, administrative and other expense, determined in
accordance with generally accepted accounting principles, consistently applied,
for such quarter, less consulting fees, legal fees, non-cash stock expense
and
investor relations fees, as a percentage of consolidated revenues for the same
period, has decreased from the immediately preceding quarter, multiplied by
the
consolidated revenues of the quarter, the product of which is then multiplied
by
one-half of the percentage decrease.
(C) For
each
quarter the Company will pay Executive a net income bonus calculated as the
amount determined by multiplying net income before taxes determined in
accordance with generally accepted accounting principles, consistently applied,
but before debt extinguishment, interest expense on subordinated debentures
and
non-cash stock compensation expense plus 50% of the unrecognized gross profits
related to shipments for which the revenue is not currently recognized
multiplied by 7.5%.”
(iii)
“The
Company shall pay Executive an Annual Bonus calculated as the amount by which
pre-tax net income determined in accordance with generally accepted accounting
principles, consistently applied, but before debt extinguishment, interest
expense on subordinated debentures and non-cash stock compensation expense,
plus
50% of the unrecognized gross profits related to shipments for which the revenue
is not currently recognized has increased from the immediate prior year
(provided that the prior year amount shall not be less than $0 for purposes
of
this annual bonus calculation) multiplied by 7.5%. The Annual Bonus shall be
payable within ten (10) days after the date the Form 10-K or 10-KSB is filed
with the SEC.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(iv)
The
Quarterly Bonuses and the Annual Bonus shall be payable if Executive is employed
by the Company on the last day of the quarter or year, as the case may be,
for
which the Quarterly Bonus or Annual Bonus is payable, regardless of whether
he
is employed by the Company on the date payment is due.
(c) The
Company will grant to the Executive on a periodic basis but not less than once
annual, five year non-qualified stock options to purchase no less than the
number of shares of the Company’s common stock determined by dividing (i) the
dollar amount payable to Executive for the sum of the Quarterly Bonuses and
the
Annual Bonuses, by (ii) the exercise price per share. The exercise price per
shall mean the closing price of the Company’s common stock on the principal
market or exchange on which the stock is traded on the last trading day of
the
quarter. If, on any such trading day, there is no reported trading of the
Company’s common stock, the closing price for that day shall mean the average of
the closing high bid and low asked prices on such date. The options will become
exercisable on the date the Company files a quarterly or annual report with
the
SEC which reflects net income for a quarter after the quarter for which the
options were granted, and expires on the fifth anniversary of the last day
of
the calendar quarter for which the options were granted. The options shall
continue in full force and effect notwithstanding a termination of Executive’s
employment, including a termination as a result of his death or disability,
except that the options shall terminate immediately in the event of a
termination for cause, as hereinafter defined. For example, if an option is
granted with respect to the fourth quarter of 2005, the option will become
exercisable on the date that the Company files a Form 10-QSB or Form 10-KSB
that
shows net income for a quarter after the fourth quarter of 2005 and the option
will expire on December 31, 2010.
(d) In
addition to Salary and Bonuses, Executive shall receive the following benefits
during the Term:
(i)
Major
medical health insurance for Executive and members of his immediate family;
provided, however, that until such time as the Company shall have adopted a
company-wide health insurance program, the Company will provide Executive with
a
monthly medical allowance of $750.
(ii)
Dental
insurance for Executive and members of his family; provided, that if the Company
does not provide dental insurance coverage, the Company shall reimburse
Executive for his dental expenses, including any dental insurance he may obtain,
provided, that the payments pursuant to this Section 3(d)(ii) shall not exceed
$5,000 per year.
(iii)
Accident,
life insurance and long-term disability insurance to the extent such benefits
are provided to the Company’s executive officers.
(iv)
Long-term
health care insurance to the extent that the Company is able, by using
reasonable efforts, to obtain such coverage for an annual premium which does
not
exceed $2,000. To the extent that the annual premium for such coverage exceeds
$2,000, if Executive desires such coverage, he shall be responsible for the
additional premiums.
(v)
Vacation
in accordance with Company policy.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(e) In
the
event of a termination of Executive’s employment as a result of his death or
Disability, as hereinafter defined, the Company shall continue to pay to
Executive or his beneficiary, his Salary at the annual rate in effect at the
date of death or termination resulting from a Disability, until the earlier
of
(i) twelve (12) months from the date of death or such termination or
(ii) the expiration of the Term.
(f) Any
compensation paid or payable to Executive by any subsidiary of the Company
shall
be treated as a payment on account of the compensation due Executive pursuant
to
this Agreement.
4. Reimbursement
of Expenses.
The
Company shall reimburse Executive, upon presentation of proper expense
statements, for all authorized, ordinary and necessary out-of-pocket expenses
reasonably incurred by Executive during the Term in connection with the
performance of his services pursuant to this Agreement hereunder in accordance
with the Company’s expense reimbursement policy.
5. Termination
of Employment.
(a) This
Agreement and Executive’s employment hereunder shall terminate immediately upon
the death of Executive.
(b) This
Agreement and Executive’s employment, may be terminated by Executive or the
Company on not less than thirty (30) days’ written notice in the event of
Executive’s Disability. The term “Disability” shall mean any illness, disability
or incapacity of Executive which prevents him from substantially performing
his
regular duties for a period of three (3) consecutive months or four (4) months,
even though not consecutive, in any twelve (12) month period. However, if
Executive is covered by long-term disability insurance, the Company may not
terminate this Agreement pursuant to this Section 5(b) unless Executive is
eligible for disability payments under his long-term disability
insurance.
(c) The
Company may terminate this Agreement and Executive’s employment for cause, in
which event no further compensation shall be payable to Executive subsequent
to
the date of such termination. The term “Cause” shall mean (i) a breach of
Sections 6, 7 or 8 of this Agreement; (ii) a breach of trust whereby Executive
obtains personal gain or benefit at the expense of or to the detriment of the
Company; or (iii) a conviction of Executive of any felony or any misdemeanor
involving drugs or controlled substances or theft, embezzlement or other taking
of property belonging to another person. If the Company proposes to terminate
this Agreement pursuant to clauses (i) or (ii) of this Section 5(c), the Company
shall notify Executive in writing setting forth in reasonable detail the basis
for the proposed termination, and Executive shall have a reasonable opportunity
to respond to the Board and to be represented before the Board by counsel.
If
this Agreement is terminated pursuant to clause (iii) of this Section 5(c),
and
the conviction is subsequently reversed on appeal, the Company shall pay
Executive his Salary for the balance of the Term. For purposes of clauses (iii)
of this Section 5(c), a guilty plea or plea of nolo contendere or similar plea
shall be deemed to be a conviction.
(d) In
the
event that (i) the Company terminates Executive’s employment other than as
provided in Sections 5(a), (b) and (c) of this Agreement or (ii) Executive
terminates his employment for Good Reason, as hereinafter defined, then in
either case, (x) the Company shall pay to Executive, within fifteen (15) days
after such termination, a severance payment equal to $225,000, and (y) all
outstanding options held by Executive shall become immediately
exercisable.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(e) Executive
may terminate this Agreement on thirty (30) days’ notice for Good Reason. “Good
Reason” shall mean (i) the Company’s failure to pay compensation as required by
Section 3 of this Agreement; (ii) any other material breach of this Agreement
by
the Company, or (iii) the assignment of Executive without Executive’s consent to
a position, responsibilities or duties of a lesser status or degree of
responsibility than the Employee’s position, responsibilities, or duties as the
Company’s chief executive officer.
6. Trade
Secrets and Proprietary Information.
(a) Executive
recognizes and acknowledges that the Company, through the expenditure of
considerable time and money, has developed and will continue to develop in
the
future information concerning customers, clients, marketing, products, services,
business, research and development activities and operational methods of the
Company and its customers or clients, contracts, financial or other data,
technical data or any other confidential or proprietary information possessed,
owned or used by the Company, the disclosure of which could or does have a
material adverse effect on the Company, its business, any business it proposes
to engage in, its operations, financial condition or prospects and that the
same
are confidential and proprietary and considered “confidential information” of
the Company for the purposes of this Agreement. In consideration of his
employment, Executive agrees that he will not, during or after the Term, without
the consent of the Board make any disclosure of confidential information
now or hereafter possessed by the Company, to any person, partnership,
corporation or entity either during or after the term here of, except that
nothing in this Agreement shall be construed to prohibit Executive from using
or
disclosing such information (a) if such disclosure is necessary in the normal
course of the Company’s business in accordance with Company policies or
instructions or authorization from the Board, (b) such information shall become
public knowledge other than by or as a result of disclosure by a person not
having a right to make such disclosure, or (c) subsequent to the Term, if such
information shall have either (i) been developed by Executive independent of
any
of the Company’s confidential or proprietary information or (ii) been disclosed
to Executive by a person not subject to a confidentiality agreement with or
other obligation of confidentiality to the Company. For the purposes of
Sections 6, 7 and 8 of this Agreement, the term “Company” shall
include the Company, its parent, its subsidiaries and affiliates, other than
affiliates whose relationship as an affiliate is derived solely from Executive’s
interest in or position at the affiliate.
(b) In
the
event that any trade secrets or other confidential information covered by
Section 6(a) of this Agreement is required to be produced by Executive pursuant
to legal process, Executive shall give the Company notice of such legal process
within a reasonable time, but not later than ten (10) business days prior to
the
date such disclosure is to be made, unless Executive has received less notice,
in which event Executive shall immediately notify the Company. The Company
shall
have the right to object to any such disclosure, and if the Company objects
(at
the Company’s cost and expense) in a timely manner so that Executive is not
subject to penalties for failure to make such disclosure, Executive shall not
make any disclosure until there has been a court determination on the Company’s
objections. If disclosure is required by a court order, final beyond right
of
review, or if the Company does not object to the disclosure, Executive shall
make disclosure only to the extent that disclosure is unequivocally required
by
the court order, and Executive will
exercise reasonable efforts at the Company’s expense, to obtain reliable
assurance that confidential treatment will be accorded the Confidential
Information.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
7. Covenant
Not To Solicit or Compete.
(a) During
the period from the date of this Agreement until one (1) year following the
date on which Executive’s employment is terminated, Executive will not, directly
or indirectly:
(i)
Persuade
or attempt to persuade any person or entity which is or was a customer, client
or supplier of the Company to cease doing business with the Company,
or to
reduce
the amount of business it does with the Company (the terms “customer” and
“client” as used in this Section 7 to include any potential customer or
client to whom the Company submitted bids or proposals, or with whom the Company
conducted negotiations, during the term of Executive’s employment hereunder or
during the twelve (12) months preceding the termination of his
employment);
(ii)
solicit
for himself or any other person or entity other than the Company the business
of
any person or entity which is a customer or client of the Company, or was a
customer or client of the Company within one (1) year prior to the termination
of his employment;
(iii)
persuade
or attempt to persuade any employee of the Company, or any individual who was
an
employee of the Company during the one (1) year period prior to the termination
of this Agreement, to leave the Company’s employ, or to become employed by any
person or entity other than the Company; or
(iv)
engage
in
any business in the United States whether as an officer, director, consultant,
partner, guarantor, principal, agent, employee, advisor or in any manner, which
directly competes with the business of the Company as it is engaged in at the
time of the termination of this Agreement, unless, at the time of such
termination or thereafter during the period that Executive is bound by the
provisions of this Section 7, the Company ceases to be engaged in such activity,
provided, however, that nothing in this Section 7 shall be construed to
prohibit Executive from (x) owning an interest of not more than five (5%)
percent of any public company engaged in such activities or (y) serving as
a
financial or accounting officer or employee of a company engaged in such
activities as long as Executive does not take any action expressly prohibited
by
Section 7(a)(i), (ii) or (iii) of this Agreement.
(b) Executive
acknowledges that the restrictive covenants (the “Restrictive Covenants”)
contained in Sections 6 and 7 of this Agreement are a condition of his
employment are reasonable and valid in geographical and temporal scope and
in
all other respects. If any court determines that any of the Restrictive
Covenants, or any part of any of the Restrictive Covenants, is invalid or
unenforceable, the remainder of the Restrictive Covenants and parts thereof
shall not thereby be affected and shall remain in full force and effect, without
regard to the invalid portion. If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable because
of the geographic or temporal scope of such provision, such court shall have
the
power to reduce the geographic or temporal scope of such provision, as the
case
may be, and, in its reduced form, such provision shall then be
enforceable.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(c) The
Company acknowledges that the payment of Salary, Bonuses and other benefits
provided in Section 3 of this Agreement is a necessary prerequisite to Executive
being bound by the Restrictive Covenants. If the Company fails to pay to
Executive such compensation or benefits within ten business days after receipt
of written notice of such failure, Executive shall be relieved of his
obligations to comply with the Restrictive Covenants. In the event of the
termination of Executive’s employment other than (i) by the Company as provided
in Sections 5(a), (b) or (c) of this Agreement or (ii) by Executive for Good
Reason, the Restrictive Covenants shall terminate on the date of termination
of
Executive’s employment.
8. Inventions
and Discoveries.
Executive agrees promptly to disclose in writing to the Company any invention
or
discovery made by him during the period of time that this Agreement remains
in
full force and effect, whether during or after working hours, in any business
in
which the Company is then engaged or which otherwise relates to any product
or
service dealt in by the Company and such inventions and discoveries shall be
the
Company’s sole property. Upon the Company’s request, Executive shall execute and
assign to the Company all applications for copyrights and letters patent of
the
United States and such foreign countries as the Company may designate, and
Executive shall execute and deliver to the Company such other instruments as
the
Company deems necessary to vest in the Company the sole ownership of all rights,
title and interest in and to such inventions and discoveries, as well as all
copyrights and/or patents. If services in connection with applications for
copyrights and/or patents are performed by Executive at the Company’s request
after the termination of his employment hereunder, the Company shall pay him
reasonable compensation for such services rendered after termination of this
Agreement.
9. Injunctive
Relief.
Executive agrees that his violation or threatened violation of any of the
provisions of Sections 6, 7 or 8 of this Agreement shall cause immediate
and irreparable harm to the Company. In the event of any breach or threatened
breach of any of said provisions, Executive consents to the entry of preliminary
and permanent injunctions by a court of competent jurisdiction prohibiting
Executive from any violation or threatened violation of such provisions and
compelling Executive to comply with such provisions. This Section 9 shall
not affect or limit, and the injunctive relief provided in this Section 9
shall be in addition to, any other remedies available to the Company at law
or
in equity or in arbitration for any such violation by Executive. The provisions
of Sections 6, 7, 8 and 9 of this Agreement shall survive any termination of
this Agreement and Executive’s employment pursuant to this
Agreement.
10. Indemnification.
The
Company shall provide Executive with payment of legal fees and indemnification
to the maximum extent permitted by the Company’s Certificate of Incorporation,
By-Laws, and the laws of the jurisdiction under which the Company was
organized.
11. Miscellaneous.
(a) Executive
represents, warrants, covenants and agrees that he has a right to enter into
this Agreement, that he is not a party to any agreement or understanding, oral
or written, which would prohibit performance of his obligations under this
Agreement, and that he will not use in the performance of his obligations
hereunder any proprietary information of any other party which he is legally
prohibited from using.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(b) The
Company represents, warrants and agrees that it has full power and authority
to
execute and deliver this Agreement and perform its obligations hereunder and
this Agreement has been duly authorized by the Board and no other corporate
action is required of the Company to enter into this Agreement and perform
its
obligations hereunder.
(c) Executive
will cooperate with the Company in connection with the Company’s application to
obtain key-man life insurance on his life, on which the Company will be the
beneficiary. Such cooperation shall include the execution of any applications
or
other documents requiring his signature and submission of insurance applications
and submission to a physical.
(d) Any
notice, consent or communication required under the provisions of this Agreement
shall be given in writing and sent or delivered by hand, overnight courier
or
messenger service, against a signed receipt or acknowledgment of receipt, or
by
registered or certified mail, return receipt requested, or telecopier or similar
means of communication if receipt is acknowledged or if transmission is
confirmed by mail as provided in this Section 11(d), to the parties at
their respective addresses set forth at the beginning of this Agreement or
by
telecopier to the Company at (000) 000-0000, or to Executive at (561) - ,
with notice to the Company being sent to the attention of the individual who
executed this Agreement on behalf of the Company. Either party may, by like
notice, change the person, address or telecopier number to which notice is
to be
sent. If no telecopier number is provided for Executive, notice to him shall
not
be sent by telecopier.
(e) This
Agreement shall in all respects be construed and interpreted in accordance
with,
and the rights of the parties shall be governed by, the laws of the State of
Florida applicable to contracts executed and to be performed wholly within
such
State, without regard to principles of conflicts of laws except that the
provisions of Section 10 shall be governed by the corporation law of the
state in which the Company is incorporated.
(f) Except
for actions, suits, or proceedings taken pursuant to or under Section 6, 7,
8 or
9 of this Agreement, any dispute concerning this Agreement or the rights of
the
parties hereunder shall be submitted to binding arbitration in Miami, Florida
before a single arbitrator under the rules of the American Arbitration
Association. The award of the arbitrator shall be final, binding and conclusive
on all parties, and judgment on such award may be entered in any court having
jurisdiction. The arbitrator shall have the power, in his discretion, to award
counsel fees and costs to the prevailing party. The arbitrator shall have no
power to modify or amend any specific provision of this Agreement except as
expressly provided in Section 7(b) and 11(h) of this
Agreement.
(g) Notwithstanding
the provisions of Section 11(f) of this Agreement, with respect to any
claim for injunctive relief or other equitable remedy pursuant to Section 9
of this Agreement or any claim to enforce an arbitration award or to compel
arbitration, the parties hereby (i) consent to the exclusive jurisdiction
of the state courts sitting in Palm Beach County, Florida and (ii) waives any
claim that the jurisdiction of any such court is not a convenient forum for
any
such action and any defense of lack of in personam
jurisdiction with respect thereof.
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Exhibit
10.1 - Chief Executive Officer
Employment Agreement
(h) If
any
term, covenant or condition of this Agreement or the application thereof to
any
party or circumstance shall, to any extent, be determined to be invalid or
unenforceable, the remainder of this Agreement, or the application of such
term,
covenant or condition to parties or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each
term, covenant or condition of this Agreement shall be valid and be enforced
to
the fullest extent permitted by law, and any court or arbitrator having
jurisdiction may reduce the scope of any provision of this Agreement, including
the geographic and temporal restrictions set forth in Section 7 of this
Agreement, so that it complies with applicable law.
(i) This
Agreement constitute the entire agreement of the Company and Executive as to
the
subject matter hereof, superseding all prior or contemporaneous written or
oral
understandings or agreements, including any and all previous employment
agreements or understandings, all of which are hereby terminated, with respect
to the subject matter covered in this Agreement. This Agreement may not be
modified or amended, nor may any right be waived, except by a writing which
expressly refers to this Agreement, states that it is intended to be a
modification, amendment or waiver and is signed by both parties in the case
of a
modification or amendment or by the party granting the waiver. No course of
conduct or dealing between the parties and no custom or trade usage shall be
relied upon to vary the terms of this Agreement. The failure of a party to
insist upon strict adherence to any term of this Agreement on any occasion
shall
not be considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement.
(j) Neither
party hereto shall have the right to assign or transfer any of its or his rights
hereunder except in connection with a merger of consolidation of the Company
or
a sale by the Company of all or substantially all of its business and
assets.
(k) This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective heirs, successors, executors, administrators and permitted
assigns.
(l) The
headings in this Agreement are for convenience of reference only and shall
not
affect in any way the construction or interpretation of this
Agreement.
(m) No
delay
or omission to exercise any right, power or remedy accruing to either party
hereto shall impair any such right, power or remedy or shall be construed to
be
a waiver of or an acquiescence to any breach hereof. No waiver of any breach
hereof shall be deemed to be a waiver of any other breach hereof theretofore
or
thereafter occurring. Any waiver of any provision hereof shall be effective
only
to the extent specifically set forth in an applicable writing. All remedies
afforded to either party under this Agreement, by law or otherwise, shall be
cumulative and not alternative and shall not preclude assertion by such party
of
any other rights or the seeking of any other rights or remedies against any
other party.
IX
Exhibit
10.1 - Chief Executive Officer
Employment Agreement
IN
WITNESS WHEREOF,
the
parties have executed this Agreement as of the date first above
written.
By:/S/Xxxxxx
Horowitz_
EXECUTIVE:
/S/
Xxxx Xxxxxxxxx
X
