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Exhibit 10(5)
EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of this 22nd day of
September, 1994, by and among UNIVERSAL SURETY HOLDING CORP. (the "Parent") a
Texas corporation, UNIVERSAL SURETY OF AMERICA (the "Company" or the
"Employer"), a Texas insurance corporation, CAPSURE FINANCIAL GROUP, INC.
("CFG"), a Oklahoma corporation, CAPSURE HOLDINGS CORP. ("Capsure"), a
Delaware corporation, and XXXX XXXX, JR. (the "Employee").
RECITALS
1. CFG, as Buyer, entered into a Stock Purchase Agreement dated July 26,
1994 (the "Purchase Agreement"), with the Parent and the Employee, as Seller,
pursuant to which CFG agreed to purchase, and Employee agreed to sell, all of
his authorized, issued and outstanding shares of stock of Parent.
2. The Purchase Agreement provides for the Employee to enter into this
Agreement, and all parties hereto acknowledge that this Agreement fulfills
their respective obligations with respect to the requirement for this Agreement
under the Purchase Agreement.
3. The Company, as Employer, desires to employ the Employee and the
Employee, as Employee, desires to be employed under the terms of the Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Employment.
(a) For the term indicated in Section 2 hereof, the Company employs the
Employee, and the Employee accepts such employment and agrees to act as an
employee of the Company, all in accordance with the terms provided herein.
(b) The Employee is hereby employed as President and Chief Executive
Officer, and he agrees to perform such duties as are commensurate with such
office and as are consistent with past practice, subject at all times to the
direction, approval and control of the Board of Directors of the Company.
During the term of this Agreement, the Employee shall continue to serve as
President and Chief Executive Officer of the Company. In such capacity, subject
to such direction, approval and control of the Board of Directors of the
Company at all times the Employee shall be in complete charge of all of the day
to day operations and management of the Company, as well as any of its direct
or indirect subsidiaries, and shall have full authority and responsibility for
setting strategic direction, formulating and carrying out the business plans,
administration and policies of the Company. In general, but subject to such
direction, approval or control, the Employee shall continue to perform the
duties previously performed by him commensurate with the past practices of the
Employee and the Company. In this connection, the Employee's responsibilities,
duties and
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powers shall include, but are not limited to:
(i) developing, establishing and implementing plans and policies;
(ii) maintaining an effective organization of the Company, and
in this connection, he may select (subject to the election of officers
by the Board of Directors of the Company), control, supervise and
terminate, directly or through delegation, the employees of the
Company, and set their salaries and bonuses;
(iii) leading the operational planning process of the Company;
(iv) setting and maintaining the underwriting and marketing
philosophies of the Company;
(v) maintaining current knowledge of developments in the fidelity
and surety bond industry and liaison with reinsurers; and
(vi) representing the Company periodically at select industry
gatherings and in Company activities.
(c) The Employee agrees that during the term of his employment
hereunder he shall serve the Company diligently and faithfully and will devote
substantially all of his work time, skill, effort and energy, during normal
business hours, during the first three (3) years of this Agreement to the
conduct of the business of the Company and substantial amounts of time
thereafter as required to operate the business of the Company. The
determination of "substantially all" of the Employee's work time, skill, effort
and energy shall be made with respect to an annual period of employment.
(d) The Parent agrees that, so long as the Employee is employed under
this Agreement, all voting rights held, directly or indirectly, by the Parent,
its nominees or assignees, shall all be voted in favor of the Employee to be
nominated to the Board of Directors of the Company, to be elected to such Board
at each meeting of its stockholders at which the class of Directors to which
the Employee is assigned is to be elected.
(e) The Parent and the Employee agree that the Board of Directors of
the Company shall consist of at least seven (7) members. The Parent shall have
the right to nominate and elect all but one (1) of the Directors for the
Company and the Employee shall have the right to be a Director of the Company.
The Parent agrees to vote all its shares of the Company in favor of the
election of the Employee to the Board of the Company.
(f) The Parent and the Company agree that, so long as the Employee is
employed under this Agreement, the Parent's nominees and assignees constituting
the Board of Directors of the Company shall all vote in favor of the election
of Employee as President
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and Chief Executive Officer of the Company, the appointment of Employee to any
Executive or similar Committee of the Board of Directors of the Company and the
Board of Directors of the Company shall also consider any potential officers of
the Company nominated by Employee, subject, in all cases to the ultimate
responsibility of the Board of Directors under the law.
2. Term of Employment.
(a) The term of the Employee's employment hereunder shall commence on
the day first written above and continue for a period of six (6) years from the
date hereof, unless sooner terminated as provided below. Upon the expiration of
the original term, Employee's employment by Employer shall thereafter continue
from month to month on the same terms and conditions, with either party then
having the right to terminate said employment upon ninety (90) days prior
written notice to the other.
(b) The employment of Employee pursuant to this Agreement may be
terminated upon the occurrence of any of the following:
(i) at any time by mutual written agreement between Employee and
the Company;
(ii) immediately upon the death of Employee;
(iii) by either the Company or Employee due to the disability of
Employee. Disability shall mean that Employee has been unable to
perform his duties by reason of illness or incapacity for six (6)
months in the aggregate during any twelve (12) month period;
(iv) upon a good faith determination by a majority vote of the
Board of Directors of the Company that the termination of this
Agreement is necessary by reason of a final determination by the
Commissioner of Insurance of the State of Texas (or by any other
insurance department having jurisdiction over the Company or any
subsidiary or affiliate) that Employee must be removed or disqualified
from acting as an officer of the Company; or
(v) by the Company at any time for "cause" determined by a
majority vote of the Board of Directors of the Company upon the giving
of notice to Employee setting forth the basis of such termination. The
Board of Directors shall give written notice to Employee setting forth
the basis of such termination and shall provide Employee an opportunity
to appear before the Board of Directors either before or after such
termination is effective, as the Board may elect. For the purposes of
this Agreement, the term "cause" shall be limited to:
(A) the engaging of Employee in conduct materially
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injurious to the Company unless Employee engaged in
such conduct (i) in good faith and reasonably
believed such conduct to be in or not opposed to the
best interests of the Company or (ii) at the request
or direction of the Board of Directors of the
Company;
(B) the habitual absence of the Employee or the
continued and wilful inattention and neglect by
Employee of the material duties to be performed by
him (other than by reason of illness or engaging in
activities otherwise permitted or required under
this Agreement) and which inattention and neglect
does not cease within thirty (30) days after written
notice thereof, specifying the details of such
conduct, is given to Employee; and
(C) the conviction of Employee of, or plea of nolo
contendere to, a felony or of a crime involving
moral turpitude under state or federal law.
Upon a termination for cause pursuant to this Section 2(b)(v),
the Company shall pay to the Employee his base salary through
the date of termination and shall have no other obligation to
provide compensation or benefits to the Employee pursuant to
this Agreement.
(c) The employment of the Employee pursuant to this Agreement may
also be terminated at any time by the Employer, without good and sufficient
cause, in which case if such termination shall occur prior to December 31,
1999, the Employer shall pay the Employee, within thirty (30) days of said
termination, one lump sum payment representing the discounted present value
(using an interest rate equal to that offered at the U.S. Treasury auction,
first preceding the date of termination of the Employee's employment, of
Treasury Notes or Bills with a maturity date closest to December 31, 1999) of
the balance of the base salary that Employer would have paid the Employee from
the date of such termination through December 31, 1999 as if the Employee's
employment had not been so terminated assuming the base salary paid to the
Employee in the twelve (12) months preceding such termination remained constant
for the remainder of the period prior to December 31, 1999.
(d) The Employee's obligation to render services hereunder may be
terminated by the Employee if the Employee's "circumstances of employment shall
have changed" (as hereinafter defined), such termination to be known also as
termination for "good reason". In such event the Employee shall specify by
written notice to the Company the event or reason relied on for such
termination, and if such event or reason shall not have been cured within
thirty days thereafter, the Employee's employment hereunder shall be deemed
terminated. Within thirty (30) days after the Employee's employment is
terminated following a termination for "good reason", the Company shall pay
Employee a lump sum payment representing the discounted (discounted at the rate
existing as of such termination
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for Treasury Bills/Notes having a maturity concurrent with the sixth
anniversary of the date of this Agreement) balance of the base salary that the
Employer had paid the Employee from the date of such termination through the
sixth anniversary of the date of this Agreement assuming the base salary paid
to the Employee in the twelve (12) months preceding such termination remained
constant for the remainder of the term of this Agreement. The parties agree
that the Employee shall not be under any duty to mitigate damages under this
Agreement and such defense shall not be interposed in any legal proceedings
among the parties. Provided the Employee has not violated and is not violating
the terms and conditions of Sections 6 and 7 hereof, compensation or other
income earned by the Employee after termination of the Employee's employment
hereunder shall not reduce payments to be made to the Employee under this
Section 2(d).
(e) The Employee's "circumstances of employment shall have
changed" shall mean any of the following:
(i) Notice by the Board of Directors of the Parent or the
Company to the Employee of termination of his employment, or this
Agreement for any reason whatsoever, other than pursuant to Section
2(b) or 2(c);
(ii) failure of the Parent to nominate and vote for the
Employee in the position as provided in Section l(d) and 1(e) above;
(iii) reduction in the base salary being paid to the Employee
by the Company, or withdrawal from him of any material fringe benefits
or perquisites (including participation in current or future stock
option or stock appreciation plans) provided to him under this
Agreement or otherwise available to other senior corporate officers of
the Company;
(iv) a change in the Employee's place of employment without his
written consent as above described in Section 5(b) below, or
requirements or demands of Employee to perform services which would
make the continuance of his principal residence and home life in
Houston, Texas unreasonably difficult or inconvenient for him; and
(v) other material and adverse changes in Employee's conditions
of employment imposed on him by the Parent or the Company (including,
without limitation, a material and adverse change in the duties of the
Employee as described herein) or any material breach by the Company of
the provisions of this Agreement; provided, however, that it shall not
be considered or deemed to be a material adverse change in the duties
of the Employee for the Company to appoint an interim chief executive
officer (with all duties and responsibilities held by the Employee
pursuant to this Agreement), in the event that the Employee is unable
to perform his duties as a result of any disability. For purposes of
this Section 2(e)(v), disability shall mean the Employee's inability
to perform his duties by reason of illness and
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incapacity, but without regard to the period of time of such inability
to perform or incapacity.
(f) The Employee's obligation to render services hereunder may be
terminated by the Employee following an event of a Change in Control (as
hereinafter defined). Upon a termination by the Employee following a Change
in Control pursuant to this Section 2(f), the Company shall pay to the Employee
his base salary through the date of termination and shall have no other
obligation to provide compensation or benefits to the Employee pursuant to this
Agreement. For the purposes of this Agreement, a Change in Control shall mean
the sale or transfer of at least 51% of the voting power of the Company to any
person or entity not owned or controlled by Capsure or any affiliate of
Capsure; provided, however, that a public offering of any securities of the
Company shall not be included within the definition of a Change in Control.
3. Compensation.
(a) The Company shall pay Employee a base salary at the rate of Two
Hundred Fifty Thousand Dollars ($250,000.00) for each 12-month period
hereunder, payable according to the Company's regular payroll policy. The
Company, through its Board of Directors, will confer with the Employee in good
faith, at least annually, to review the base salary to be paid the Employee for
the then fiscal year with a view to increasing (but not decreasing) the base
salary based upon the performance of the Employee in relationship to the goals
and performance of the Company and prevailing business and competitive
conditions. To the extent that the Employee's base salary is increased, the new
amount shall become the Employee's base salary and shall not thereafter be
reduced. The base salary excludes any bonus or other employee benefits or
perquisites to which the Employee is entitled and, when adjusting the
Employee's salary, the Board of Directors, or any other body or group of
persons responsible for setting the Employee's base salary, shall not take into
consideration the value of any employee benefits, or Contingent Payment (as
defined in Section 2.2 of the Purchase Agreement). The Company's obligation to
pay the Employee the base salary during the term hereof may be extinguished
only upon a termination of the Employee's employment in accordance herewith,
and subject to the provisions of this Agreement.
(b) The Company shall consider, and may pay to Employee, a bonus
annually, such bonus to be determined by, and at the sole discretion of, the
Compensation Committee of the Board of Directors of Capsure.
(c) The compensation payable hereunder shall be subject to all
applicable withholding taxes, other normal payroll deductions and any other
amounts required by law to be withheld.
(d) Capsure shall deliver to Employee concurrently with its execution
and delivery of this Agreement an option agreement providing for the purchase
of 75,000 shares of Capsure Holdings Corp. common stock in the form attached
hereto as Exhibit A.
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4. Expenses. Employer will reimburse Employee in accordance with
Employer's standard policy guidelines for the reasonable and necessary expenses
incurred by Employee in the normal of Employer's business.
5. Benefits.
(a) During the term of this Agreement, the Employee shall be entitled
to participate in all employee benefit programs, including health insurance
programs, which are established for the Employer's employees similarly situated
to the Employee. The Employee shall also be entitled to paid annual vacation
time commensurate with past practices of the Employee and the Company. During
the term of this Agreement, the Employee covenants and agrees to cooperate with
the Company in order that the Company, or any of its affiliates, may obtain key
man life insurance in an amount acceptable to the Company or such affiliate.
In addition to any and all other benefits and vacation provided to the Employee
hereunder, in accordance with the past practices between the Employee and the
Company, the Company shall continue to provide the Employee with such
additional benefits and perquisites previously provided to him by the Company
(including, without limitation, participation in any fringe or employee benefit
program provided generally to senior executive officers of the Company, or
otherwise presently provided to the Employee, and medical, life and disability
insurance, including payment of the premiums of a $500,000 "split dollar" life
insurance policy issued on the Employee's life, first class travel and
accommodations, sick pay plans, and continued use of the Company owned
automobile currently provided to the Employee, including maintenance, insurance
and related costs, (provided that the Company shall have no obligation to
provide a replacement thereof) and payment or reimbursement for other expenses
in furtherance of the Company's business).
(b) During the term of this Agreement, the Employee's office shall be
customary to his position and shall be located in the principal executive
offices of the Company, both of which shall be located in, Houston, Texas. In
connection with his employment by the Company, the Employee shall not be
required to directly or indirectly relocate or transfer his principal residence
from Houston, Texas.
(c) Each of CFG, the Parent and the Company will indemnify, defend and
hold harmless the Employee, and his personal or legal representatives or other
successors, to the fullest extent permitted by the laws of their respective
states of incorporation, and the Employee shall be entitled to the protection
of all insurance policies which CFG, the Parent and the Company may acquire and
maintain generally for the benefit of their directors and officers, against all
costs, charges and expenses (including, but not limited to, attorneys' fees and
other legal expenses) whatsoever incurred or sustained by the Employee or his
personal or legal representatives in connection with any action, suit or
proceeding to which he (or his personal or legal representatives or other
successors) may be made a party by reason of his being or having been a
director, employee or officer of any of Capsure, the Parent or the Company and
their respective subsidiaries and affiliates, or those acts or omissions
relating thereto, all during the term hereof, to the extent permitted by the
laws of the respective states. If the existing certificates of incorporation
and bylaws of CFG, the Parent and the
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Company do not at any time during the term of this Agreement provide for
indemnity of the Employee to the fullest extent permitted by the laws of its
state of incorporation, CFG, the Parent and the Company will use reasonable
efforts to amend such certificates of incorporation and bylaws so as to provide
indemnification to the fullest extent permitted by applicable law.
6. Non-Competition. The Employee acknowledges that the services he will
render to the Company are special, unique, of high quality and of unusual
character and therefore are of peculiar value to the Company. In addition, the
Employee acknowledges that the Company's business is highly competitive, and
through his employment by the Company he is given access to, and will use,
unique and confidential information which must be available exclusively to the
Company in order to preserve the value of its business. Accordingly, the
Employee agrees that during the term of employment under this Agreement and for
a five (5) year period from the date of termination hereunder (the "Non-Compete
Period"), he will not, anywhere in the United States of America, either
separately, jointly or in association with others, directly or indirectly, as
an officer, director, consultant, agent, employee, owner, partner, stockholder
(except for a minority stockholding of a publicly traded company in which the
Employee shall not participate in management) or otherwise:
(a) establish, engage in, become economically interested in or work on
behalf of any business in fidelity, surety, errors and omissions liability or
other lines of insurance underwritten by the Company or any of the affiliates
of the Company and which competes with the business of the Company or such
affiliates; or
(b) solicit or service any party who is or was a customer, agent or
supplier of the Company or any affiliates of the Company for any purpose
relating to, and in competition with, the lines of insurance underwritten by
the Company or any of the affiliates of the Company; or
(c) solicit for employment any person who is or was an employee of the
Company.
Notwithstanding the foregoing, the Non-Compete Period shall be reduced to
a period of two (2) years following termination of the Employee's employment
hereunder in the event the Employee (i) is terminated without cause pursuant to
Section 2(c) hereof, (ii) terminates his employment in the event "circumstances
of employment shall have changed" pursuant to Section 2(d) hereof, or (iii)
terminates his employment pursuant to Section 2(f) hereof following a Change in
Control of the Company.
7. Nondisclosure.
(a) The Employee acknowledges that business information and techniques
developed or acquired by the Company are among its most valuable assets and
that the Employee heretofore has and during the term hereof will have access to
such information and techniques. Consequently, in order to further protect the
legitimate interests of the
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Company, the Employee hereby agrees that he will not at any time, without the
express written consent of the Company: (i) disclose, directly or indirectly,
any Confidential Information to anyone outside the employ of the Company and
its affiliates; or (ii) use, directly or indirectly, any Confidential
Information for the benefit of anyone other than the Company and its
affiliates.
(b) The term "Confidential Information" as used herein means all
information of a business or technical nature disclosed to, learned or
developed by the Employee, in the course of his employment by the Company,
which information relates to the business of the Company, the business of any
customer or supplier of the Company, or the business of any other person, firm
or corporation which consults with or is in any way affiliated with the
Company.
(c) The Employee's obligations under this section 7 shall survive his
employment by the Company and shall terminate with regard to any Confidential
Information only when it ceases to be Confidential Information.
8. Remedies. Both parties recognize that the services to be rendered by
the Employee are unique in character and that a breach by the Employee of the
terms and conditions of this Agreement would irreparably harm the Company and
that the remedies at law would not be adequate compensation to the Company for
such breach. Accordingly, in the event of any such breach, in addition to all
other remedies available to it in law, the Company shall be entitled to have an
injunction issued by any court of competent jurisdiction enjoining and
restraining the Employee and each and every party concerned therewith from
doing any act in violation of any provisions of this Agreement. For purposes of
this Section and Sections 6 and 7 hereof, the term "Company" shall include the
Company, its subsidiaries and other affiliates and their respective successors
and assigns. The term "affiliate" as used herein includes any entity
controlling, controlled by or under common control with the Company.
9. Miscellaneous.
(a) The parties hereto agree that the time period, the geographical
area and the scope of the restrictions contained in Section 6 hereof are
reasonable, but are also divisible and severable; and further, in the event any
of said provisions are held to be invalid or unenforceable by a court of
competent jurisdiction, such invalidity or unenforceability shall have no
effect on the validity or enforceability of any other provision hereof and such
provisions as are held invalid or unenforceable shall be deemed modified to the
extent necessary to make them valid and enforceable.
(b) In any court proceeding brought to enforce this Agreement, the
prevailing party shall be reimbursed by the non-prevailing party for his or its
reasonable attorneys' fees and the other expenses of such proceeding.
(c) This Agreement constitutes the entire agreement of the parties
hereto
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with respect to the subject matter hereof.
(d) The provisions and terms of this Agreement shall be governed and
construed according to the laws of the State of Delaware. The parties
irrevocably consent to the personal jurisdiction of and the propriety of venue
in the courts located in the State of Delaware and of any state or federal
court located in Delaware in connection with any permitted action or proceeding
arising out of or related to this Agreement.
(e) If any dispute, claim or controversy shall arise between the
Employee, on the one hand, and any one or more of the other parties, on the
other hand, as to any issue whatsoever, other than the determination of
disability, the same shall be referred to and settled by the following
"arbitration" procedure which may be requested upon the application of any
interested party: It is agreed the arbitration hearings, if any, shall be held
in the State of Texas, or such other place as may be agreed upon by the
parties, and any such dispute, claim or controversy shall be referred to and
settled by such arbitration in accordance with, but not under the auspices of,
the Commercial Arbitration Rules ("Rules") of the American Arbitration
Association ("AAA") then in effect (which Rules are incorporated herein by
reference as though set forth at length herein other than those with respect to
the number of arbitrators) and any decision or order or finding rendered by a
panel of three (3) arbitrators ("arbitrators"), of whom one is chosen by
Capsure, one is chosen by the Employee and the third is chosen by the
arbitrators chosen by Capsure and the Employee, shall be final and conclusive
upon the parties hereto and judgement upon the award, finding or decision
rendered may be entered in the Court of the forum, state or federal, having
jurisdiction. It is expressly agreed between the parties hereto that whether or
not the Rules of the AAA shall provide for a discovery procedure, such
discovery procedure is hereby granted and permitted in the said arbitration
proceedings and the parties may apply to the arbitrators for the enforcement of
any form of discovery which would be permitted by the laws of the State of
Texas and their award or decision in respect of such discovery shall be final
and binding.
The arbitrators, if they deem that the matter requires it, are authorized
to award to the party whose contention is sustained such sums as they or a
majority of them shall deem proper to compensate it or him for the time and
expense incident to the proceedings and, if the arbitration was demanded
without reasonable cause, then they may also award damages for delay, if any.
The arbitrators shall determine their own reasonable compensation in accordance
with such AAA Rules, and, unless otherwise provided by agreement, shall assess
the cost and charges of the proceedings equally to both parties unless the
arbitrators shall find an issue raised by either party was unreasonable or
frivolous and that therefore the costs of the arbitration or any portion
thereof shall be borne by the said party.
(f) Any notices required or permitted hereunder shall be in writing and
shall be deemed to have been given when (i) personally delivered, or (ii)
forty-eight (48) hours after deposit in the U.S. mail, postage prepaid,
certified or registered mail, or (iii) the next business day when sent by
overnight courier (such as Federal Express, or (iv) when confirmed by the
sender by telephone when sent by facsimile transmission, and sent to the
following addresses:
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If to the Employee: Xxxx Xxxx, Jr.
000 Xxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxx 00000
Facsimile No.: 713/722-4601
with a copy to: Thompson, Coe, Cousins & Irons L.L.P.
000 Xxxxxxxx Xxxxx
00xx Xxxxx
Xxxxxx, Xxxxx 00000-0000
Facsimile No.: 214/871-8209
Attention: Xxxxx X. Xxxxx, Xx.
If to the Company,
Parent, CFG or
Capsure: c/o Capsure Financial Group, Inc.
0000 Xxxx Xxxxx Xxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Facsimile No.: 404/843-5598
Attention: Xxxxx X. Xxxxxxxxx
With a copy to: Xxxxxxxxx & Xxxxxxxxxxx, P.C.
Two Xxxxx Xxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxxx 00000
Facsimile No.: 312/454-0335
Attention: Xxxxx X. Xxxxxxxxxxx
or to such other address or addresses as the parties may from time to time
specify by notice in writing to the other parties, given in the manner provided
in this Section.
(g) The rights and obligations of the Company under this Agreement may
be assigned by the Company to any affiliate of or successor in interest to the
Company with the consent of the Employee, which consent shall not be
unreasonably withheld. This Agreement shall not be assignable by the Employee.
Subject to the foregoing, this
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Agreement shall inure to the benefit of, and shall be binding upon, the parties
hereto and upon their respective heirs, personal representative, successors and
assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
COMPANY:
UNIVERSAL SURETY OF AMERICA
By: /s/ Xxxx Xxxx, Jr.
-------------------------------
Title: President
----------------------------
PARENT:
UNIVERSAL SURETY HOLDING CORP.
By: /s/ Xxxx Xxxx, Jr.
-------------------------------
Title: President
----------------------------
CAPSURE FINANCIAL GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Title: President
----------------------------
CAPSURE HOLDINGS CORP.
By: /s/ Xxxxx X. Xxxxxxxxx
-------------------------------
Title: President
----------------------------
EMPLOYEE:
/s/ Xxxx Xxxx, Jr.
-----------------------------------
XXXX XXXX, JR.
