Exhibit 10.5
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 10, 1998, by and among NOVA
HOLDINGS, INC., a Delware corporation (the "Company"), and XXXXXX X. XXXX,
XX. (the "Executive").
W I T N E S S E T H:
WHEREBY, the Company desires to employ the Executive for the period
provided in this Agreement, and the Executive is willing to accept such
employment with the Company on a full-time basis, all in accordance with the
terms and conditions set forth below;
NOW, THEREFORE, for and in consideration of the premises hereof and the
mutual covenants contained herein, the parties hereto hereby covenant and agree
as follows:
1. Employment.
(a) The Company hereby employs the Executive, and the Executive hereby
accepts such employment with the Company, for the period set forth in Section 2
hereof, all upon the terms and conditions hereinafter set forth.
(b) Executive shall be granted unpaid time off beginning July 14,
1998 to take a scheduled vacation and to wind up and transition those legal
matters that he is handling at Armstrong, Allen, Prewitt, Gentry, Xxxxxxxx
and Xxxxxx, PLLC; said time off to be for a period ending no later than
September 6, 1998. In addition, Executive may take unpaid time off to assist
attorneys at Armstrong, Allen, Prewitt, Gentry, Xxxxxxxx & Xxxxxx, PLLC in
the trail of the pending lawsuit brought by Eagle Vision against Odyssey
Medical, Inc. These unpaid leaves shall be in addition to vacation and
personal days to which Executive is entitled hereunder. Futhermore,
Executive shall remain a full time employee of the Company during said leaves
and said leaves shall not constitute a termination of full time employment.
The Executive affirms and represents that he is under no obligation
to any former employer or other party which is in any way inconsistent with, or
which imposes any restriction upon, the Executive's acceptance of employment
hereunder with the Company, the employment of the Executive by the Company, or
the Executive's undertakings under this Agreement.
2. Term of Employment. Unless earlier terminated as hereinafter
provided, the term of the Executive's employment under this Agreement shall
initially be for a period beginning on the date hereof and ending on June 30,
2001; provided that on July 1, 2000 and on each July 1 thereafter, the term
of the Executive's employment hereunder shall automatically be extended for
an additional one-year period unless, prior to such July 1, the Company shall
have given the Executive, or the Executive shall have given the Company,
written notice that the Employment Term shall not be so extended. The period
commencing on the date hereof and ending on the earlier of (i) the
termination of Executive's employment hereunder, and (ii) the later of July
1, 2001 or the expiration of all one-year extensions described int he
preceding sentence, is referred to herein as the Employment Term.
If the Executive continues in the full-time employ of the Company after
the end of the Employment Term (it being expressly understood and agreed that
the Company does not now, nor hereinafter shall have, any obligation to continue
the Executive in its employ whether or not on a full-time basis, after said
Employment Term ends), then, unless otherwise expressly agreed to by the
Executive and the Company in writing, the Executive's continued employment by
the Company after the Employment Term shall, notwithstanding anything to the
contrary expressed or implied herein, be terminable by the Company at will, with
or without cause and with or without notice, but shall in all other respects be
subject to the terms and conditions of this Agreement.
3. Duties. The Executive shall be employed as Senior Vice President
and General Counsel of the Company, shall, subject to the direction of the
Board of Directors of the Company (the "Board"), faithfully and competently
perform such duties as inhere in such position and shall also perform and
discharge such other executive employment duties and responsibilities
consistent with his position as Senior Vice President and General Counsel as
the Board of Directors of the Company and/or may from time to time reasonably
prescribe, including serving as an General Counsel and Secretary of one or
more of the Company's subsidiaries or affiliates. The Executive's primary
workplace will be located in Memphis, Tennessee. Except as set out herein or
as may otherwise be approved in advance by the Board, and except during
vacation periods and reasonable periods of absence due to sickness, personal
injury or other disability, personal affairs or non-profit public service
activities, the Executive shall devote his full time during normal business
hours throughout the Employment Term to the services required of him
hereunder. The Executive shall render his business services exclusively to
the Companies (as defined in Section 6(a)) during the Employment Term and
shall use his best efforts, judgment and energy to improve and advance the
business and interests of the Companies in a manner consistent with the
duties of his position.
4. Salary and Bonus.
(a) Salary. As compensation for the performance by the Executive of
the services to be performed by the Executive hereunder during the Employment
Term, the Company shall pay the Executive a base salary at the annual rate of
one hundred sixty-eight Thousand dollars ($168,000.00) (said amount being
hereinafter referred to as "Salary"). Any Salary payable hereunder shall be
paid in regular intervals (but in no event less frequently than monthly) in
accordance with
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the Company's payroll practices from time to time in effect. The Salary
payable to the Executive pursuant to this Section 4(a) shall be increased
annually, as of September 1, 1999 and each September 1 thereafter for the
twelve-month period then commencing, by an amount equal to (i) the annual
percentage increase in the Consumer Price Index for Urban Consumers, All
Items, Memphis, Tennessee Area, for the most recent twelve-month period for
which such figures are then available as reported in the Monthly Labor Review
published by the Bureau of Labor Statistics of the U.S. Department of Labor
or (ii) such higher amount as may be determined from time to time by the
Board in its sole discretion.
(b) Bonus. The Executive will be entitled to receive bonus
compensation from the Company in respect of each fiscal year (or portion
thereof) occurring during the Employment Term provided that Executive is
employed by Company on the last day of said Fiscal Year. The amount of such
bonus compensation to be based on the extent to which the Company's planned
EBT established by the Board for the corresponding period (the "Plan EBT")
has been achieved, as follows:
Percent of Plan EBT Achieved Bonus
---------------------------- -----
Less than 80% None
Between 80% and 100% 1.5% of Salary for each 1%
of Plan EBT achieved in
excess of 80%
Between 100% and 125% 30% of Salary plus 0.4% of
Salary for each 1% of Plan
EBT achieved in excess of
100%
125% or more 40% of Salary
"EBT" shall mean, with respect to any fiscal year (i) the net income
(determined in accordance with generally accepted accounting principles
applied consistently with the Company's audited financial statements, but
excluding the effect of any extraordinary or other material non-recurring
gain (but not loss) outside the ordinary course of business) of the Company
and its consolidated subsidiaries, determined on a consolidated basis for
such period ("Consolidated Net Income"), plus (ii) to the extent deducted in
determining Consolidated Net Income for such period, the amount of the
provision for income taxes for such period. Plan EBT for each fiscal year
shall be as determined by the Board. Any bonus to which the Executive is
entitled shall be paid as promptly as practicable after the audited financial
statements for the fiscal year in question have been approved by the Board
and shall be calculated on a linear basis to the nearest $100.
(c) Withholding, Etc. The payment of any Salary and bonus hereunder
shall be subject to applicable withholding and payroll taxes, and such other
deductions as may be required by law or the Company's employee benefit plans.
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5. Other Benefits. During the Employment Term, the Executive
shall:
(i) be eligible to participate in employee fringe benefits and
pension and/or profit sharing plans that may be provided by the Company
for its senior executive employees in accordance with the provisions of
any such plans, as the same may be in effect from time to time;
(ii) be eligible to participate in any medical and health
plans or other employee welfare benefit plans that may be provided by
the Company for its senior executive employees in accordance with the
provisions of any such plans, as the same may be in effect from time to
time;
(iii) be entitled to the number of paid vacation days
in each calendar year determined by the Company from time to time
for its senior executive officers, as well as all paid holidays given
by the Company to its senior executive officers and in addition
Executive shall be given paid time to attend continuing legal
education classes necessary to maintain Executive's license to
practice law;
(iv) be entitled to sick leave, sick pay and disability
benefits in accordance with any Company policy that may be
applicable to senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable and
necessary out-of-pocket business expenses incurred by the Executive in
the performance of his duties hereunder in accordance with the
Company's policies applicable thereto.
In addition, from the date hereof until the expiration
of the Employment Term, the Company shall maintain term insurance coverage on
the life of the Executive (excluding any such coverage provided for pursuant
to the foregoing provisions of this Section 5) in the aggregate amount of
$500,000, payable to that Executive's named beneficiaries in accordance with
standard policy terms and conditions. Company shall also pay Executive's
Tennessee professional tax which is due annually, the cost of Executive's
attending continuing legal education seminars necessary to maintain his
license to practice law and membership dues for Executive in the American
Health Lawyers Association and the American Bar Association.
6. Confidential Information. The Executive hereby covenants, agrees and
acknowledges as follows:
(a) The Executive has and will have access to and will
participate in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of
the Company, Nova Holdings, Inc and any other present or future
subsidiaries or affiliates of the Company (collectively, with the
Company, the "Companies"), including
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but not limited to (i) customer and physician lists; patient histories,
patient identities and related records and compilations of information;
the identity, lists or descriptions of any new customers or physicians,
referral sources or organizations; financial statements; cost
reports or other financial information; contract proposals or bidding
information; business plans; training and operations methods and
manuals; personnel records; software programs; reports and
correspondence; premium structures; and management systems, policies or
procedures, including relating forms and manuals; (ii) information
pertaining to future developments such as future marketing or
acquisition plans or ideas, and potential new business locations and
new suppliers, and (iii) all other tangible and intangible property,
which are used in the business and operations of the Companies but not
made public. The information and trade secrets relating to the business
of the Companies and described hereinabove in this paragraph (a) are
hereinafter referred to collectively as the "Confidential Information",
provided that the term Confidential Information shall not include any
information (x) that is or become generally publicly available (other
than as a result of violation of this Agreement by the Executive) or
(y) that the Executive receives on a nonconfidential basis from a
source (other than the Companies or their representatives) that is
not known by him to be bound by an obligation of secrecy or
confidentiality to any of the Companies.
(b) The Executive shall not disclose, use or make known for
his or another's benefit any Confidential Information or use such
Confidential Information in any way except as is in the best interests
of the Companies in the performance of the Executive's duties under
this Agreement. The Executive may disclose Confidential Information
when required by a third party and applicable law or judicial process,
but only after providing (i) notice to the Company of any third
party's request for such information, which notice shall include the
Executive's intent with respect to such request, and (ii) sufficient
opportunity for the Company to challenge or limit the scope of the
disclosure on behalf of the Companies, the Executive or both.
(c) The Executive acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 6
would be inadequate and, therefore, agrees that the Companies shall be
entitled to injunctive relief in addition to any other available rights
and remedies in case of any such breach or threatened breach; provided,
however, that nothing contained herein shall be construed as
prohibiting the Companies from pursuing any other rights and remedies
available for any such breach or threatened breach.
(d) The Executive agrees that upon termination of his
employment with the Company for any reason, the Executive shall
forthwith return to the Company all Confidential Information in
whatever form maintained (including, without limitation, computer discs
and other electronic media).
(e) The obligations of the Executive under this Section 6
shall, except as otherwise provided herein, survive the termination of
the Employment Term and the expiration or termination of this
Agreement.
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(f) Without limiting the generality of Section 10 hereof, the
Executive hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Executive's heirs, successors and
legal representatives.
7. Termination.
(a) The Executive's employment hereunder shall be terminated upon the
occurrence of any of the following:
(i) death of the Executive;
(ii) the Executive's inability to perform his duties on
account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
(iii) the Company giving written notice, at any time, to the
Executive that the Executive's employment is being terminated "for
cause" (as defined below);
(iv) the Company giving written notice, at any time, to the
Executive that the Executive's employment is being terminated other
than pursuant to clause (i), (ii) or (iii) above; or
(v) the Executive giving written notice, at any time, to the
Company that the Executive is terminating his employment for "good
reason" (as defined below).
The following actions, failures and events by or affecting the
Executive shall constitute "cause" for termination within the meaning of
clause (iii) above: (A) an indictment for or conviction of the Executive of,
or the entering of a plea of nolo contendere by the Executive with respect
to, having committed a felony, (B) acts of dishonesty or moral turpitude by
the Executive that are detrimental to one or more of the Companies, (C) acts
or omissions by the Executive that the Executive knew were likely to damage
the business of one or more of the Companies, (D) negligence by the Executive
in the performance of, or disregard by the Executive of, his obligations
hereunder or otherwise relating to his employment, or (E) failure by the
Executive to obey the reasonable and lawful policies or orders of the Board
that are consistent with the provisions of this Agreement. For purposes of
this Agreement, the Executive shall not be deemed to have been terminated for
cause unless and until there shall have been delivered to the Executive a
copy of a resolution, duly adopted by the Board, stating that, in the good
faith opinion of the Board, the Executive is guilty of an action or omission
that constitutes cause and specifying the particulars thereof in reasonable
detail. Before adopting any such resolution, the Board shall offer the
Executive, upon reasonable written notice (which need not exceed two days),
an opportunity for him together with his counsel, to be heard by the Board.
The following circumstances shall constitute "good reason" for
termination within the meaning of clause (v) above: (I) the assignment to the
Executive of duties that are materially
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inconsistent with the Executive's position or with his authority, duties or
responsibilities as contemplated by Section 3 of this Agreement, or any other
action by the Company, or its successors which results in a material
diminution or material adverse change in the Executive's position, authority,
duties or responsibilities, (II) any material breach by the Company or their
successors of any provision of this Agreement, (III) a relocation of the
Executive's primary workplace without his written consent to any location
other than the one described in Section 3 hereof, or (IV) a "Change of
Control," as hereinafter defined.
For purposes of the foregoing, the term "Change of Control" means the
acquisition of (a) beneficial ownership of more than 50% of the voting equity
securities of the Company or any successor to the Company (by merger or
otherwise), or (b) all or substantially all the assets of the Company, by any
person or entity (including, without limitation, any group within the meaning of
Section 13(d)(3) of the Securities Exchange Act, as amended), other than Welsh,
Carson, Xxxxxxxx & Xxxxx VII, L.P. and WCAS Healthcare Partners, L.P., or their
respective affiliates.
(b) In the event that the Executive's employment is terminated
pursuant to clause (iv) or (v) of Section 7(a) above, whether during the
Employment Term or during any continuation of employment pursuant to Section
2 above, the Company shall pay to the Executive, as severance pay or
liquidated damages or both, bi-monthly payments at the rate per annum of his
salary at the time of such termination for a period from the date of such
termination to the first anniversary of such termination. The Executive shall
continue to participate in the benefit plans and arrangements of the Company
(to the extent permitted by the terms thereof) as provided in Section 5 until
the earlier of (x) the first anniversary of such termination or (y) the date
the Executve commences other full-time employment; provided, however, that in
the event coverage for any pre-existing condition is not available under the
health and medical plans of Executive's successor employer, the Company shall
provide continuing coverage with respect to such pre-existing condition until
the first anniversary of termination of employment.
(c) Notwithstanding anything to the contrary expressed or implied
herein, except as required by applicable law and except as set forth in
Section 7(b) above, the Company (and its affiliates) shall not be obligated
to make any payments to the Executive or on his behalf of whatever kind or
nature by reason of the Executive's cessation of employment (including,
without limitation, by reason of termination of the Executive's employment by
the Company for "cause"), other than (i) such amounts, if any, of his Salary
as shall have accrued and remained unpaid as of the date of said cessation,
(ii) such other amounts, if any, which may be then otherwise payable to the
Executive pursuant to clause (v) of Section 5 above, and (iii) any amounts
owed or obligations to the Executive pursuant to the terms of any option or
other stock-based award granted to him by the Company.
(d) No interest shall accrue on or be paid with respect to any portion
of any payments timely made hereunder.
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8. Non-Assignability.
(a) Neither this Agreement nor any right or interest hereunder shall be
assignable by the Executive or his beneficiaries or legal representatives
without the Company's prior written consent; provided, however, that nothing in
this Section 8(a) shall preclude the Executive from designating a beneficiary to
receive any benefit payable hereunder upon his death or incapacity. Neither this
Agreement nor any right or interest hereunder shall be assignable by the
Company; provided, however, that notwithstanding the foregoing, this Agreement
and the Company's rights and interest hereunder may be assigned by the Company
pursuant to a merger or consolidation in which the Company is not the continuing
entity, or the sale or liquidation of all or substantially all of the assets of
the Company, provided that (i) the assignee or transferee is the successor to
all or substantially all of the assets of the Company, and (ii) such assignee or
transferee assumes the liabilities, obligations and duties of the Company, as
contained in this Agreement, either contractually or as a matter of law.
(b) Except as required by law, no right to receive payments under this
Agreement shall be subject to anticipation, commutation, alienation, sale,
assignment, encumbrance, charge, pledge, or hypothecation or to exclusion,
attachment, levy or similar process or to assignment by operation of law, and
any attempt, voluntary or involuntary, to effect any such action shall be null,
void and of no effect.
9. Restrictive Covenants.
(a) Competition. During the Employment Term during any continuation
of employment pursuant to Section 2 above and during the twelve (12) month
period following termination of the Executive's employment with the Company
for any reason, provided that payments, if any, required pursuant to Section
7(b) hereof are made in full and in a timely fashion, the Executive will not
directly or indirectly (as a director, officer, executive employee, manager,
consultant, independent contractor, advisory or otherwise) engage in
competition with, or own any interest in, perform any services for,
participate in or be connected with any business or organization which
engages in competition with any of the Companies within the meaning of
Section 9(d), provided, however, that the provisions of this Section 9(a)
shall not be deemed to prohibit the Executive's ownership of not more than
two percent (2%) of the total shares of all classes of stock outstanding of
any publicly held company, or ownership, whether through direct or indirect
stockholding or otherwise, of one percent (1)% or more of any other business.
(b) Non-Solicitation. During the Employment Term, during any
continuation of employment pursuant to Section 2 above and during the twelve
(12) month period following termination of the Executive's employment with
the Company for any reason, provided that payments, if any, required pursuant
to Section 7(b) hereof are made in full and in a timely fashion, the
Executive will not knowingly directly or indirectly induce or attempt to
induce any employee of any of the Companies to leave the employ of any of the
Companies or of their subsidiaries or affiliates, or in any way interfere
with the relationship between any of the Companies and any employee thereof.
Notwithstanding the preceding provisions, this Section shall not apply to
Xxxx Xxxxxxxxx, Executive's Administrative Assistant.
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(c) Non-Interference. During the twelve (12) month period following
termination of the Executive's employment with the Company for any reason,
provided that payments, if any, required pursuant to Section 7(b) hereof are
made in full and in a timely fashion, the Executive will not directly or
indirectly hire, engage, send any work to, place orders with, or in any
manner be associated with any business entity which, during the period of
twelve months preceding or following such termination of employment, was
among the five largest suppliers of the Company by dollar volume.
(d) Certain Definitions.
(i) For purposes of this Section 9, a person or entity (including
without limitation, the Executive) shall be deemed to be a competitor of one or
more of the Companies, or a person or entity (including, without limitation, the
Executive) shall be deemed to be engaging in competition with one or more of the
Companies, if, at the time of determination, such person or entity (A) engages
in any business engaged in or proposed to be engaged in by any of the Companies,
or (B) in any way conducts, operates, carries out or engages in the business of
managing any entity engaged in any business described in clause (A), in each
case, in any state of the United States of America, excluding, however, during
any period following the termination of the Executive's employment with the
Company, (x) any business or any state in which none of the Companies was
engaged or had proposed to be engaged at the time of termination of the
Executive's employment with the Company, and (y) after termination of the
Executive's employment, any business which was not, prior to such termination,
directly or indirectly supervised by the Executive.
(ii) For purposes of this Section 9, no corporation or entity that
may be deemed to be an affiliate of the Companies solely by reason of its
being controlled by, or under common control with, Welsh, Carson, Xxxxxxxx &
Xxxxx VII, L.P. or any of its affiliates other than the Companies, will be
deemed to be an affiliate of the Companies.
(e) Certain Representations of the Executive. In connection with the
foregoing provisions of this Section 9, the Executive represents that his
experience, capabilities and circumstances are such that such provisions will
not prevent him from earning a livelihood. The Executive further agrees that the
limitations set forth in this Section 9 (including, without limitation, time and
territorial limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the Companies. It is
understood and agreed that the covenants made by the Executive in this Section 9
shall survive the expiration or termination of this Agreement.
(f) Injunctive Relief. The Executive acknowledges and agrees that a
remedy at law for any breach or threatened breach of the provisions of Section 9
hereof would be inadequate and, therefore, agrees that the Company and any of
its subsidiaries or affiliates shall be entitled to injunctive relief in
addition to any other available rights and remedies in cases of any such breach
or threatened breach; provided, however, that nothing contained herein shall be
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construed as prohibiting the Company or any of its affiliates from pursuing any
other rights and remedies available for any such breach or threatened breach.
10. Indemnity. To the maximum extent permitted by applicable law and
the charter and by-laws of the Company, the Company shall indemnify the
Executive and hold him harmless, for any acts or decisions made by him in
good faith while performing services for the Company or any of its
subsidiaries of affiliates, and will use reasonable best efforts to obtain
coverage for him under any insurance policy now in force or hereinafter
obtained during the term of this Agreement covering other officers and
directors of the Company and their subsidiaries or affiliates against
lawsuits, and the Company will, to the extent provided by their charters and
by-laws and applicable law, advance or pay all expenses, including attorney's
fees actually and necessarily incurred by the Executive in connection with
the defense of any such action, suit or proceeding and in connection with any
appeal thereon including the cost of court settlements.
11. No Mitigation. In the event of any termination of the
Executive's employment under Section 7(a) (iv) or (v), the Executive shall be
under no obligation to seek other employment and there shall be no offset
against any amounts due the Executive under this Agreement on account of any
remuneration attributable to any subsequent employment that the Executive may
obtain.
12. Binding Effect. Without limiting or diminishing the effect of
Section 8 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.
13. Notices. All notices which are required or may be given pursuant to
the terms of this Agreement shall be in writing and shall be sufficient in all
respects if given in writing and (i) delivered personally, (ii) mailed by
certified or registered mail, return receipt requested and postage prepaid,
(iii) sent via a nationally recognized overnight courier, or (iv) sent via
facsimile confirmed in writing to the recipient, if to the Company at the
Company's principal place of business, and if to the Executive, at his home
address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto.
14. Enforcement. Any dispute arising under this Agreement shall, at
the election of either party, be resolved by final and binding arbitration to
be held in New York, NY, in accordance with the rules and procedures of the
American Arbitration Association. Judgment upon the award entered by the
arbitrator(s) may be entered in any court having jurisdiction thereof.
15. Law Governing. This Agreement shall be governed by and construed in
accordance with the laws of the State of Tennessee.
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16. Severability. The Executive agrees that in the event that any court
of competent jurisdiction shall finally hold that any provision of Section 6 or
9 hereof is void or constitutes an unreasonable restriction against the
Executive, the provisions of such Section 6 or 9 shall not be rendered void but
shall apply with respect to such extent as such court may judicially determine
constitutes a reasonable restriction under the circumstances. If any part of
this Agreement other than Section 6 or 9 is held by a court or competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part by reason of any rule of law or public policy, such part shall be deemed
to be severed from the remainder of this Agreement for the purpose only of the
particular legal proceedings in question and all other covenants and provisions
of this Agreement shall in every other respect continue in full force and effect
and no covenant or provision shall be deemed dependent upon any other covenant
or provision.
17. Waiver. Failure to insist upon strict compliance with any of the
terms, covenants or conditions hereof shall not be deemed a waiver of such term,
covenant or condition, nor shall any waiver or relinquishment of any right or
power hereunder at any one or more times be deemed a waiver or relinquishment of
such right or power at any other time or times.
18. Entire Agreement; Modifications. This Agreement constitutes the
entire and final expression of the agreement of the parties with respect to the
subject matter hereof and supersedes all prior agreements, oral and written,
between the parties hereto with respect to the subject matter hereof. This
Agreement may be modified or amended only by an instrument in writing signed by
both parties hereto.
19. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Executive have duly executed
and delivered this Agreement as of July 10, 1998.
NOVA HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
Chief Executive Officer
/s/ Xxxxxx X. Xxxx, Xx.
------------------------------------
Xxxxxx X. Xxxx, Xx.
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