EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is made effective as of the 1st day of January, 1999, by and
between MODIS PROFESSIONAL SERVICES, INC., a Florida corporation, and its
successors ("Employer"), and XXXXX X. XXXXX, a resident of the State of Florida
("Executive").
WHEREAS, the Employer and the Executive entered into an employment agreement
dated December 31, 1993 which has subsequently been amended; and
WHEREAS, the Employer and the Executive desire to enter into an amended and
restated employment agreement (the "Agreement"), which Agreement shall replace
and thereby supersede all prior employment agreements and amendments thereto
previously executed between the Employer and the Executive;
NOW, THEREFORE, in consideration of the mutual promises, agreements and
covenants, and subject to the terms and conditions contained in this Agreement,
the Employer and Executive, intending to be legally bound, hereby agree as
follows:
1. Employment. Employer hereby employs Executive as President and Chief
Executive Officer, and Executive hereby accepts employment by Employer, in
accordance with and subject to the terms and conditions of this Agreement.
2. Duties and Authority. During the Employment Period (as hereinafter
defined), Executive will occupy the position of President, Chief Executive
Officer, and member of the Board of Directors of Employer (the 'Board'). As
President and Chief Executive Officer, Executive shall be in charge of the
operations of Employer and shall have full authority and responsibility,
subject to the general direction and control of the Board, for formulating
policies and administering the affairs of Employer in all respects, and
otherwise performing such duties as are customarily performed by the
President, Chief Executive Officer and member of the board of directors of
a company of similar size and structure to Employer. In the absence of the
Chairman of the Board, Executive will preside over meetings of the
shareholders and the Board. Executive agrees to devote his full time,
attention and best efforts to the performance of his duties hereunder;
provided, however, it shall not be considered a violation of the foregoing
for the Executive to serve on corporate, industry, civic, or charitable
boards or committees, so long as such activities do not materially
interfere with the performance of the Executive's responsibilities as an
employee of the Employer in accordance with this Agreement.
3. Initial Term; Employment Period. The initial term of employment shall
begin on January 1, 1999, and end on December 31, 2000 (the "Term of this
Agreement"). The Term of this Agreement shall be extended automatically for
one year on December 31, 2000, and each annual anniversary thereof (the
'Extension Date') unless, and until, at least 90 days prior to the
applicable Extension Date either the Employer or the Executive provides
written notice to the other party that this Agreement is not to be extended
(the later of December 31, 2000 or the last date to which the Term is
extended shall be the 'End of Term'). For purposes of this Agreement, the
period beginning on January 1, 1999, and ending on the Date of Termination
(as hereinafter defined) shall be referred to herein as the "Employment
Period."
4. Compensation. During the Employment Period which is in the Term of this
Agreement, Executive shall receive the following compensation:
a) Base Salary. A base annual salary of $500,000, payable in
accordance with the Employer's standard practice for other senior
executives. Executive's base salary shall be subject to annual review
by the Board for discretionary periodic increases in accordance with
the Employer's compensation policies. References to 'Base Salary' in
this Agreement shall be to the base salary set forth in this Paragraph
4.a and shall include any increases to such base salary made hereby.
b) Incentive Compensation. The Executive shall be entitled to a target
incentive compensation opportunity expressed as a percentage of Base
Salary of not less than 100% under the Modis Annual Incentive Plan
('Incentive Plan').
5. Stock Options.
a) Grant of Options. Employer shall grant to Executive stock options
from time to time during the Employment Period at the discretion of
the Compensation Committee of the Board of Directors. These may be
made pursuant to the Modis Professional Services, Inc. Amended and
Restated 1995 Stock Option Plan, as amended from time to time, or
pursuant to a newly established, a successor plan or other plan
approved by the Board of Directors. Other forms of equity compensation
such as restricted stock, stock appreciation rights or phantom stock
may be granted from time to time at the discretion of the Compensation
Committee of the Board of Directors (the 'Compensation Committee').
b) Investment Representation. Executive agrees that he will not sell
or otherwise dispose of all or any part of the common stock of
Employer acquired hereunder unless he shall have received an opinion
of counsel, in form and substance satisfactory to counsel for Employer
(each party to bear the expense of its own counsel), to the effect
that registration of the shares to be sold or disposed of is not
required under the Securities Act of 1933, as amended (the 'Act'), or
unless there shall be in effect a registration statement under said
Act with respect to the proposed sale or disposition of the shares to
be sold or disposed of, and Executive shall have complied with all
applicable provisions of the Act and the rules and regulations
thereunder.
c) Registration. If the Employer has not already done so, prior to the
exercise of any stock option granted pursuant to this Paragraph 5 or
granted pursuant to the Stock Option Agreement between the Company and
the Executive dated January 1, 1999, at the Executive's request, the
Employer shall as soon as reasonably possible register Executive's
shares pursuant to the appropriate form of registration statement
under the Act and shall thereafter maintain such registration
statement's effectiveness at all required times.
d) Exercise. Any existing stock option(s) and any stock options
granted after the effective date of this Agreement shall provide for:
(i) exercisability of vested options (including those vested
under paragraph 5.d)(ii) below) for at least two years following
the Executive's termination of employment with the Employer (or
if sooner, 10 years from date of grant of the option);
(ii) full vesting of options upon a Change in Control (as
hereafter defined) or termination of the Executive's employment
with the Employer for reasons other than (A) by the Employer for
Cause (as hereafter defined), or (B) by the Executive without
Good Reason (as hereafter defined); and
(iii) exercisability only to the extent vested on the date of the
Executive's termination of employment with the Employer, in the
event of termination (A) by the Employer for Cause, or (B) by the
Executive without Good Reason.
e) For purposes of this Agreement, 'Change in Control' shall mean:
(i) the acquisition by any person or persons (as such term is
used in Section 13(d) of the Securities Exchange Act of 1934) not
a shareholder of Employer on June 1, 1998, of legal or beneficial
ownership of 35% or more of either (A) the then outstanding
shares of common stock of the Employer, or (B) the combined
voting power of the then outstanding voting securities of the
Employer entitled to vote generally in the election of directors;
(ii) individuals who, as of the date hereof, constitute the Board
cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination for
election by the Employer's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Board
shall be considered as though such individual were a member of
the Board as of the date hereof;
(iii) approval by the shareholders of the Employer of a
reorganization, merger, or consolidation, in each case unless the
shareholders of the Employer immediately before such
reorganization, merger, or consolidation own, directly or
indirectly, immediately following such reorganization, merger, or
consolidation at least a majority of the combined voting power of
the outstanding voting securities of the corporation resulting
from such reorganization, merger, or consolidation in
substantially the same proportion as their ownership of the
voting securities immediately before such reorganization, merger
or consolidation; or
(iv) approval by the shareholders of the Employer of (A) a
complete liquidation or dissolution of the Employer, or (B) the
sale or other disposition of more than 50% of the assets of the
Employer within a twelve month period.
6. Benefits. During the term of this Agreement, Executive shall receive the
following additional benefits at no cost to the Executive:
a) Life Insurance. Employer shall provide and pay for a whole life
insurance policy insuring the life of Executive in the amount of
$1,000,000, the beneficiary or beneficiaries of which shall be
designated by Executive, and which shall be transferable to Executive
without cost upon the termination of Executive's employment for any
reason and upon Executive's assumption of the obligation to make
future premium payments with respect thereto.
b) Disability Insurance. Employer shall provide and pay for disability
insurance for Executive in the maximum available amount (but not more
than sixty percent (60%) of the Executive's Base Salary), with a
maximum monthly benefit payable until the earlier to occur of the
Executive's death or attaining age 65 and with a waiting period of no
more than six (6) months, the beneficiary or beneficiaries of which
shall be designated by Executive. Employer shall pay 100% of Base
Salary for each month during the disability waiting period and until
the insurance provided hereunder begins to make disability payments.
For purposes of this Agreement, 'Disability' shall have the meaning
set forth in the Employer's long-term disability plan or policy and
shall not be considered to have occurred until after the waiting
period as required by such plan or policy.
c) Medical and Group Insurance. Employer shall include Executive and
his dependents in any group medical, dental and hospital or similar
plan of Employer in existence from time to time. Employer will
purchase individual medical, dental and hospital insurance for
Executive if group coverage is not in existence or is unavailable.
Post-employment medical, dental and hospital insurance, either as
group coverage or an individual policy, will be provided to executive
and his dependents at Employer's expense at the same level as other
senior executive officers for a period of two years following the Date
of Termination.
d) Vacation. Executive shall be entitled to five (5) weeks of paid
vacation during each calendar year. Unused vacation time will be paid
to Executive at calendar year end.
e) Automobile. Executive shall receive an automobile allowance of $750
per month.
f) Club Dues. Employer shall pay Executive's membership dues for the
Gate Governor's Club, the River Club and Sawgrass Country Club (not
greater than a total of $10,000 per annum). Upon Compensation
Committee approval, Employer shall pay for such other club dues and
membership fees for Executive as are reasonable and customary from
time to time.
g) Communications and Other Equipment. Employer shall provide
Executive with, and shall pay all costs of operating and maintaining,
cellular telephones, pagers, telephone and cable lines, notebook and
desk top computers, facsimile machines, hand-held organizers/palm
tops, and such other equipment necessary for Executive to perform his
duties at Executive's offices or residences as deemed necessary by
Executive.
h) Expense Reimbursement. Executive shall be entitled to reimbursement
for all reasonable expenses, including meals, telephone, travel, and
entertainment, incurred by Executive in the performance of his duties.
Executive will maintain records and written receipts as required by
federal and state tax authorities to substantiate expenses as an
income tax deduction for Employer and shall submit vouchers for
expenses for which reimbursement is made. Credit card receipts
(American Express, etc.) and other receipts are acceptable along with
other corroborative evidence.
i) Other Benefits. To the extent not otherwise provided herein (it
being the intent not to duplicate benefits), Employer shall provide
Executive with no less than the same type and level of other benefits
provided by the Employer from time to time to its other executive
officers, senior management personnel and Board members. These
include, but are not limited to, life and health insurance benefits,
participation in pension and profit sharing plans, stock option and
stock purchase plans, stock appreciation rights, and stock warrants.
7. Non-Compete and Non-Solicitation; Confidentiality. In consideration of
the employment of Executive by Employer, Executive agrees as follows:
a) Non-Compete and Non-Solicitation. During the Employment Period and
for a period of two years after the Date of Termination, Executive
will not, directly or indirectly, within a one hundred fifty mile
radius of any office of Employer (or a consolidated subsidiary) in
existence on the Date of Termination, own, manage, be employed by,
work for, consult for, be an officer or director of, advise,
represent, engage in or carry on any business which competes with the
business of the Employer at that time. Nothing herein shall be
construed to prohibit Executive from rendering professional services
subsequent to the Date of Termination as an independent certified
public accountant to a business that competes with Employer. During
the Employment Period and for a period of two years after the Date of
Termination, Executive will not, directly or indirectly, solicit or
induce, or attempt to solicit or induce, any employee of the Company
(or a consolidated subsidiary) to leave the Company (or a consolidated
subsidiary) for any reason whatsoever, or solicit the services of any
employee of the Company (or a consolidated subsidiary).
b) Non-Disclosure of Information. Executive will not at any time,
during or after the term of this Agreement, in any fashion, form, or
manner, either directly or indirectly, divulge, disclose, or
communicate to any person, firm, or corporation, in any manner
whatsoever, any information of any kind, nature, or description
concerning any matters affecting or relating to the business of the
Employer, including, but not limited to, the names of any of its
customers or prospective customers or any other information concerning
the business of the Employer, its manner of operation, its plans, its
vendors, its suppliers, its advertising, its marketing, its methods,
its practices, or any other information of any kind, nature, or
description, without regard to whether any or all of the foregoing
matters would otherwise be deemed confidential, material, or
important; provided, however, that this provision shall not prevent
disclosures by Executive to the extent such disclosures are (i)
believed by the Executive, in good faith and acting reasonably, to be
in the best interest of the Employer, (ii) of information that is
public at the time of the disclosure (other than as a result of the
Executive's violation of this Paragraph 7(b)), or (iii) as required by
law or legal process (and, if the Executive is so required to
disclose, Executive shall provide the Employer notice of such to allow
the Company the opportunity to contest such disclosure).
8. Termination of Employment.
a) Death or Disability. The Executive's employment shall terminate
automatically upon the Executive's death during the Employment Period.
Additionally, if the Employer determines in good faith that the
Executive has incurred a Disability, it may give the Executive written
notice of its intention to terminate the Executive's employment. In
such event, the Executive's employment with the Employer shall
terminate effective on the later of (i) the date in the notice, (ii)
the day after receipt of such notice by the Executive, or (iii) the
date the Disability has been considered to occur (the "Disability
Effective Date"), provided that, prior to such date, the Executive
shall not have returned to full-time performance of the Executive's
duties.
b) Cause. The Employer may terminate the Executive's employment during
the Employment Period for Cause. For purposes of this Agreement,
"Cause" shall mean (i) a breach by the Executive of the Executive's
obligations under paragraph 2 above (other than as a result of
temporary incapacity due to physical or mental illness, or Disability)
which is demonstrably willful and deliberate on the Executive's part,
which is committed in bad faith or without reasonable belief that such
breach is in the best interests of the Employer and which is not
remedied in a reasonable period of time after receipt of written
notice from the Employer specifying such breach; (ii) the conviction
of the Executive of a felony; or (iii) a breach of the Executive's
fiduciary duty to the Employer or willful violation in the course of
performing his duties for the Employer of any law, rule or regulation
(other than traffic violation or other minor offenses). (No act or
failure to act on the Executive's part shall be considered willful
unless done or omitted in bad faith and without reasonable belief that
the action or omission was in the best interest of the Employer.)
c) Good Reason. The Executive's employment may be terminated by the
Executive at any time for Good Reason. For purposes of this Agreement,
"Good Reason" shall mean:
(i) the assignment to the Executive of any duties inconsistent
with the Executive's position (including status, offices, titles
and reporting requirement), authority, duties or responsibilities
as contemplated by Paragraph 2 or any other action by the
Employer which results in a diminution in such position,
authority, duties or responsibilities (including the Executive no
longer being the Chief Executive Officer of a publicly held
company);
(ii) a reduction in the Executive's Base Salary, target bonus or
incentive compensation which is more than de minimis;
(iii) any failure by the Employer to comply with any of the
provisions of this Agreement;
(iv) the Employer's requiring the Executive to be based at any
office or location other than Jacksonville, Florida; or
(v) the Employer's providing notice to the Executive pursuant to
Paragraph 3 that the Agreement will not be extended, unless the
purpose of such notice is to negotiate the terms of a new
agreement between the Employer and the Executive and the notice
provides that the Agreement continues in effect until such new
agreement is entered into.
Notwithstanding paragraph 6(c)(i) above, the Executive shall not
have Good Reason if he is involved in a group which acquires a
substantial portion of the Company's assets or stock. For
purposes of this subparagraph c, any good faith determination of
"Good Reason" made by the Executive shall be conclusive. However,
no such event described hereunder shall constitute Good Reason
unless the Executive has given written notice to the Employer
specifying the event relied upon for such termination within one
year after the occurrence of such event and the Employer has not
remedied such within 60 days of receipt of such notice. The
Employer and the Executive, upon mutual written agreement, may
waive any of the foregoing provisions which would otherwise
constitute Good Reason.
d) Notice of Termination. Any termination by the Employer for Cause,
or by the Executive for Good Reason, shall be communicated to the
other party by Notice of Termination. For purposes of this Agreement,
a "Notice of Termination" means a written notice which (i) indicates
the specific termination provision in this Agreement relied upon; (ii)
to the extent applicable, sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the
Executive's employment; and (iii) specifies the Date of Termination
(as defined below). Notice of intent to terminate employment for Good
Reason must be provided pursuant to Paragraph 8.c of this Agreement.
The failure by the Executive or the Employer to set forth in the
Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the
Executive or the Employer hereunder or preclude the Executive or the
Employer from asserting such fact or circumstance in enforcing the
Executive's or the Employer's rights hereunder.
e) Date of Termination. "Date of Termination" means (i) if the
Executive's employment is terminated by the Employer for Cause, or by
the Executive for Good Reason, the date specified in the Notice of
Termination as the Date of Termination; (ii) if the Executive's
employment is terminated by reason of death or Disability, the Date of
Termination shall be the date of death of the Executive or the
Disability Effective Date, as the case may be; and (iii) if the
Executive's employment is terminated by either party other than for
death, Disability, Cause or Good Reason, the date set forth in the
notice required under subparagraph d above as the date the termination
is to be effective.
9. Obligations of the Employer upon Termination. Upon termination of the
Executive's employment for any reason during the Term of this Agreement,
Executive shall be entitled to Base Salary and all benefits through the
Date of Termination, and to exercise then vested stock options in
accordance with Paragraph 5.d.(i) above. Upon the termination of the
Executive's employment during the Term of this Agreement by the Executive
for Good Reason, or by the Employer for any reason other than Cause,
Executive shall in addition be entitled to exercise the option(s) with
accelerated vesting pursuant to Paragraph 5.d.(ii) above. In addition, upon
the termination of the Executive's employment during the Term of this
Agreement by the Executive for Good Reason, or by the Employer for any
reason other the Cause, Disability or death, the Executive shall be
entitled to receive a lump sum payment equal to three (3) times the sum of
(i) Executive's Base Salary as of the Date of Termination, and (ii) the
Executive's target bonus opportunity under the Incentive Plan based on the
target bonus opportunity for the year of termination; plus (iii) Employee
and dependent medical, dental and hospital benefits would continue to be
provided at Employer expense (either group or individual policy) for a
period of two years following the Date of Termination. The lump sum payment
shall be paid no later than thirty days after the Date of Termination in
immediately available United States funds. Notwithstanding the preceding
provisions, at the Employer's sole discretion, the Employer may pay the
amount determined as a lump sum in this Paragraph 9 in 36 equal monthly
payments beginning on the first day of the month first following the Date
of Termination.
10. Mitigation of Damages. Executive shall not be required to mitigate
damages or the amount of any payment provided for under this Agreement by
seeking other employment or otherwise. Except as otherwise provided above
with respect to certain welfare benefits, the amount of any payment
provided for under this Agreement shall not be reduced by any compensation
earned by the Executive as the result of self-employment or employment by
another employer or otherwise.
11. Tax Effect. If Independent Tax Counsel shall determine that the
aggregate payments made and benefits provided to the Executive pursuant to
this Agreement and any other payments and benefits provided to the
Executive from the Employer, its affiliates and plans which constitute
"parachute payments" as defined in Section 280G of the Code (or any
successor provision thereto) ("Parachute Payments") would be subject to the
excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount (determined by Independent Tax Counsel) such that
after payment by the Executive of all taxes (including any Excise Tax)
imposed upon the Gross-Up Payment and any interest or penalties imposed
with respect to such taxes, the Executive retains from the Gross-Up Payment
an amount equal to the Excise Tax imposed upon the payments. For purposes
of this Paragraph, "Independent Tax Counsel" shall mean a lawyer, a
certified public accountant with a nationally recognized accounting firm,
or a compensation consultant with a nationally recognized actuarial and
benefits consulting firm with expertise in the area of executive
compensation tax law, who shall be selected by the Employer and shall be
reasonably acceptable to the Executive, and whose fees and disbursements
shall be paid by the Employer.
a) If Independent Tax Counsel shall determine that no Excise Tax is
payable by the Executive, it shall furnish the Executive with a
written opinion that the Executive has substantial authority not to
report any Excise Tax on the Executive's Federal income tax return. If
the Executive is subsequently required to make a payment of any Excise
Tax, then the Independent Tax Counsel shall determine the amount of
such additional payment ('Gross-Up Underpayment'), and any such
Gross-Up Underpayment shall be promptly paid by the Employer to or for
the benefit of the Executive. The fees and disbursements of the
Independent Tax Counsel shall be paid by the Employer.
b) The Executive shall notify the Employer in writing within 15 days
of any claim by the Internal Revenue Service that, if successful,
would require the payment by the Employer of a Gross-Up Payment. If
the Employer notifies the Executive in writing that it desires to
contest such claim and that it will bear the costs and provide the
indemnification as required by this sentence, the Executive shall:
(i) give the Employer any information reasonably requested by the
Employer relating to such claim;
(ii) take such action in connection with contesting such claim as
the Employer shall reasonably request in writing from time to
time, including, without limitation, accepting legal
representation with respect to such claim by an attorney
reasonably selected by the Employer;
(iii) cooperate with the Employer in good faith in order to
effectively contest such claim; and
(iv) permit the Employer to participate in any proceedings
relating to such claim; provided, however, that the Employer
shall bear and pay directly all costs and expenses (including
additional interest and penalties) incurred in connection with
such contest and shall indemnify and hold the Executive harmless,
on an after-tax basis, for any Excise Tax or income tax,
including interest and penalties with respect thereto, imposed as
a result of such representation and payment of costs and
expenses. The Employer shall control all proceedings taken in
connection with such contest; provided, however, that if the
Employer directs the Executive to pay such claim and xxx for a
refund, the Employer shall advance the amount of such payment to
the Executive, on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any
Excise Tax or income tax, including interest or penalties with
respect thereto, imposed with respect to such advance or with
respect to any imputed income with respect to such advance.
c) If, after the receipt by the Executive of an amount advanced by the
Employer pursuant to this Paragraph 11, the Executive becomes entitled
to receive any refund with respect to such claim, the Executive shall,
within 10 days, pay to the Employer the amount of such refund,
together with any interest paid or credited thereon after taxes
applicable thereto.
12. Notices. Any notice provided for in this Agreement shall be given in
writing. Notices shall be effective from the date of receipt if delivered
personally to the party to whom notice is to be given, or on the second day
after mailing if mailed by first class mail, postage prepaid. Notices shall
be properly addressed to the parties at their respective addresses set
forth below or to such other address as either party may later specify by
notice to the other:
If to Employer:
Modis Professional Services, Inc.
Attn: Corporate Secretary
Xxx Xxxxxxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
If to Executive:
Xxxxx X. Xxxxx
0000 Xxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxxxx 00000
13. Entire Agreement. This Agreement contains the entire agreement and
supersedes all prior agreements and understandings, oral or written, with
respect to the subject matter hereof, including, but not limited to, any
and all prior employment agreements and related amendments entered into
between the Employer and the Executive. This Agreement may be changed only
by an agreement in writing signed by the party against whom any waiver,
change, amendment or modification is sought.
14. Waiver. The waiver by one party of a breach of any of the provisions of
this Agreement by the other shall not be construed as a waiver of any
subsequent breach.
15. Attorney's Fees. In the event of litigation or other dispute resolution
proceeding involving the interpretation or enforcement of this Agreement,
the prevailing party shall be entitled to recover from the other all fees,
costs and expenses incurred in connection therewith, including attorney's
fees through appeal.
16. Tax Withholding. The Employer shall have the right to deduct from all
benefits and/or payments under the Agreement any taxes required by law to
be paid or withheld with respect to such benefits or payments.
17. Governing Law; Venue. The Agreement shall be construed and enforced in
accordance with the laws of the State of Florida. Xxxxx County, Florida,
shall be proper venue for any litigation arising out of this Agreement.
18. Paragraph Headings. Paragraph headings are for convenience only and are
not intended to expand or restrict the scope or substance of the provisions
of this Agreement.
19. Assignability. The rights and obligations of the Employer under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Employer. This Agreement is a personal
employment agreement and the rights, obligations and interests of the
Executive hereunder may not be sold, assigned, transferred, pledged or
hypothecated.
20. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be invalid or unenforceable, the remainder of the
Agreement shall remain in full force and shall in no way be impaired.
21. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not
be necessary in making proof of this Agreement to account for more than one
such counterpart.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
30 day of July, 1999.
EXECUTIVE
/s/ Tyra Tutor /s/ Xxxxx X. Xxxxx
__________________________ ___________________________
Witnesses Xxxxx X. Xxxxx
EMPLOYER
/s/ Xxxx Xxxx
___________________________ /s/ T. Xxxxx Xxxxx
Witnesses By:___________________________
Chairman of Compensation
Committee, Board of Directors
Witnesses
