EXHIBIT 99.5
FOURTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This FOURTH Amended and Restated Employment Agreement (hereinafter
referred to as the "Agreement"), between World Airways, Inc., a Delaware
corporation (hereinafter referred to as "World"), and XXXXX X. XXXXXXXX, an
individual and resident of Georgia (hereinafter referred to as "XXXXXXXX"), is
entered into as of the 1ST DAY OF APRIL, 2004, and restates, amends, and
replaces in its entirety, without a break in continuity, the Employment
Agreement dated SEPTEMBER 1, 1999, as amended on MAY 1, 2001, MAY 1, 2003 AND
NOVEMBER 1, 2003 between the parties.
WHEREAS, the parties wish to extend the term of XXXXXXXX' employment and
promote him to PRESIDENT AND CHIEF EXECUTIVE OFFICER of World Airways, Inc. on
the terms and subject to the conditions set forth herein, and
NOW, THEREFORE, World and XXXXXXXX, in consideration of the foregoing and
other mutual covenants and promises contained herein, the sufficiency of which
are hereby acknowledged, hereby agree as follows:
1. ACCEPTANCE OF EMPLOYMENT. Subject to the terms and conditions set forth
below, World agrees to employ XXXXXXXX and XXXXXXXX accepts such employment.
2. TERM. The period of employment shall be from SEPTEMBER 1, 1999, through
MAY 6, 2007, unless further extended or sooner terminated as hereinafter set
forth. In the absence of notice, this Agreement shall be renewed on the same
terms and conditions for one year from the date of expiration. Not later than
MAY 6, 2006, XXXXXXXX shall initiate discussions with World's Board of Directors
(hereinafter "Board") regarding the renewal of this Agreement. At that time, if
XXXXXXXX wishes to renew this Agreement on different terms, XXXXXXXX shall give
written notice to the Chairman of the Executive Committee of the Board.
1
If the Board does not wish to renew this Agreement at its expiration, or wishes
to renew on different terms, the Board shall give written notice to XXXXXXXX no
later than JUNE 6, 2006.
3. POSITION AND DUTIES. XXXXXXXX shall serve as PRESIDENT AND CHIEF
EXECUTIVE OFFICER with the duties performed as of the date hereof, as those
duties may be changed from time to time. The Board will have reasonable latitude
to make changes in XXXXXXXX'X responsibilities, except that XXXXXXXX'X
responsibilities may not be modified in a way that would be inconsistent with
the status of PRESIDENT AND CHIEF EXECUTIVE OFFICER. Following a Change of
Control (as hereinafter defined), XXXXXXXX'X responsibilities may not be changed
without mutual agreement. XXXXXXXX agrees to render his services to the best of
his abilities and will comply with all policies, rules and regulations of World
and will advance and promote to the best of his ability the business and welfare
of World. XXXXXXXX shall devote all of his working time, attention, knowledge
and skills solely to the business and interest of World. XXXXXXXX may not accept
any other engagement with or without compensation, which would affect his
ability to devote all of his working time and attention to the business and
affairs of World without the prior written approval of the Board pursuant to a
resolution duly adopted by the affirmative vote of a majority of the entire
membership of the Board. XXXXXXXX agrees to accept assignments on behalf of
World or affiliated companies commensurate with his responsibilities hereunder,
except that the terms and conditions of assignments exceeding 60 consecutive
days outside the ATLANTA, GEORGIA metropolitan area will require mutual
agreement.
4. COMPENSATION AND RELATED MATTERS.
(a) BASE SALARY. XXXXXXXX shall receive a minimum salary of $275,000
per annum payable in accordance with the payroll procedures for World's salaried
employees in effect during the term of this Agreement. XXXXXXXX is also to
receive a promotion award of $75,000 payable by MAY 12, 2004.
2
(b) PERFORMANCE STOCK OPTIONS. XXXXXXXX has been granted 450,000
options to purchase World's Common Stock, par value $.001 per share ("World
Airways Common Stock") pursuant to the 1995 World Airways Stock Option Plan (the
"Plan") as set forth in the AMENDED AND RESTATED 1995 STOCK INCENTIVE PLAN
between World and XXXXXXXX dated April 7, 1999, June 22, 1999, August 9, 1999,
March 29, 2000, October 30, 2000, February 13, 2003, November 19, 2003, and May
6, 2004 (together, the "Options" and the "Option Agreement"). In the event of a
Change in Control as defined below, all Options granted shall be immediately
exercisable.
(c) BUSINESS EXPENSES. XXXXXXXX shall be entitled to reimbursement
of reasonable business related expenses from time to time consistent with
World's policies, including, without limitation, submitting in a timely manner
appropriate documentation of such expenses.
(d) FRINGE BENEFITS. XXXXXXXX shall be entitled to participate in
all employee benefit plans made available from time to time to all executives of
World in accordance with the terms of such plans. In the event this Agreement is
terminated by either party for any reason other than death or for cause,
XXXXXXXX may participate in World's health and other benefit programs for a
period of one year from the date of XXXXXXXX'x termination, or until XXXXXXXX
obtains comparable coverage, whichever is earlier.
(e) PERSONNEL POLICIES, CONDITIONS AND BENEFITS. Except as otherwise
provided herein, XXXXXXXX'x employment shall be subject to the personnel
policies and benefits plans which apply generally to World's employees as the
same may be interpreted, adopted, revised or deleted from time to time, during
the term of this Agreement, by World in its sole discretion. While this
Agreement is in effect, XXXXXXXX shall accrue vacation at the rate of one month
per year and such vacation shall be taken in accordance with the World's
procedures.
3
(f) INDEMNIFICATION; D&O INSURANCE. Subject to Section 6(f) of this
Agreement, World shall provide (or cause to be provided) to XXXXXXXX
indemnification against all expenses (including attorneys' fees), judgments,
fines and amounts paid in settlements in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative (including an action by or in the right of World) by reason of
his being or having been an officer, director or employee of World or any
affiliated entity, advance expenses (including attorneys' fees) incurred by
XXXXXXXX in defending any such civil, criminal, administrative or investigative
action, suit or proceeding and maintain directors' and officers' liability
insurance coverage (including coverage for securities-related claims) upon
substantially the same terms and conditions as set forth in the Indemnification
Agreement dated April 15, 1999, between XXXXXXXX and World Airways, Inc. (the
"Indemnity Agreement").
5. TERMINATION OF EMPLOYMENT.
(a) DEATH. XXXXXXXX'x employment hereunder shall terminate upon his
death, in which event World shall have no further obligation to XXXXXXXX or his
estate with respect to compensation, other than the disposition of life
insurance and related benefits and accrued and unpaid base salary and incentive
compensation, if any, for periods prior to the date of termination pursuant to
the terms of the respective employee benefits and incentive compensation plans
then in effect.
(b) BY WORLD FOR DISABILITY. If XXXXXXXX incurs a disability and
such disability continues for a period of twelve (12) consecutive months, then
World may terminate this Agreement upon written notice to XXXXXXXX, in which
event World shall have no obligation to XXXXXXXX with respect to compensation
under Section 4(a) of this Agreement. The term "disability" means a physical or
mental illness that will prevent XXXXXXXX from performing the essential
functions of his job for at least twelve (12) months or is likely to result in
death. If XXXXXXXX becomes entitled to Social Security benefits payable on
account of disability, he will be deemed conclusively to be disabled for
purposes of this Agreement.
4
(c) BY WORLD FOR CAUSE. (i) Except under the circumstances set forth
in Section 5(c)(ii) below, the Chairman of the Executive Committee of the Board,
pursuant to a resolution duly adopted by the affirmative vote of a majority of
the entire membership of the Board, excluding the vote of XXXXXXXX, at a meeting
of the Board may terminate this Agreement, subject to Section 6(f) and those
provisions that survive this Agreement, for Cause. "Cause" shall be defined as
(A) sustained performance deficiencies which are communicated to XXXXXXXX in
written performance appraisals and/or other written communications (including,
but not limited to memos and/or letters) by the Chairman of the Executive
Committee of the Board pursuant to a resolution duly adopted by the affirmative
vote of a majority of the entire membership of the Board, excluding the vote of
XXXXXXXX, (B) xxxxx misconduct, including significant acts or omissions
constituting dishonesty, intentional wrongdoing or malfeasance, whether or not
relating to the business of World, (C) commission of a felony or any crime
involving fraud or dishonesty, or (D) a material breach of this Agreement.
(ii) In the event of a Change of Control, as defined below, XXXXXXXX may
only be terminated for Cause pursuant to a resolution duly adopted pursuant to a
resolution duly adopted by the affirmative vote of a majority of the entire
membership of the Board, at a meeting of the Board finding that, in the good
faith opinion of the Board, XXXXXXXX was guilty of conduct set forth in Section
5(c)(i)(A), (B), (C) or (D) provided, however, that XXXXXXXX may not be
terminated for Cause hereunder unless: (1) XXXXXXXX receives prior written
notice of World's intention to terminate this Agreement for Cause and the
specific reasons therefore; and (2) XXXXXXXX has an opportunity to be heard by
World's Board and be given, if the acts are correctable, a reasonable
opportunity to correct the act or acts (or non-action) giving rise to such
written notice. If the Board by resolution duly adopted by the affirmative vote
of a majority of the entire membership of the Board finds that XXXXXXXX fails to
make such correction after reasonable opportunity to do so, this Agreement may
be terminated for Cause.
5
(d) BY WORLD FOR OTHER THAN CAUSE. In the event the Board terminates
this Agreement for reasons other than Cause or Disability as defined in
sub-paragraph (c) above, World will pay to XXXXXXXX within ten (10) days of
notice of termination (or, in the case of incentive bonus compensation, if any,
within ten (10) days of determination of amounts payable under the applicable
bonus plan) TWENTY-FOUR MONTH'S BASE SALARY, in each case including deferred
salary and/or bonus compensation, if any, payable under this Agreement. In
addition, all granted but unvested stock Options shall become immediately
exercisable. In the event that any payment to XXXXXXXX under this paragraph is
subject to any federal or state excise tax, World shall pay to XXXXXXXX an
additional amount equal to the excise tax imposed including additional federal
and state income and excise taxes as a result of the payments under this
paragraph, and such payment will be made when the excise tax and income taxes
are due; provided, however, that XXXXXXXX agrees to assist World by using his
best efforts to structure matters so that any payment to XXXXXXXX under this
paragraph is not subject to any federal or state excise tax. Whether an excise
tax is payable, and the amount of the excise tax and additional income taxes
payable, shall be determined by World's accountants and World shall hold
XXXXXXXX harmless for any and all taxes, penalties, and interest that may become
due as a result of the failure to properly determine that an excise tax is
payable or the correct amount of the excise tax and additional income taxes,
together with all legal and accounting fees reasonably incurred by XXXXXXXX in
connection with any dispute with any taxing authority with respect to such
determinations and/or payments. In the event of a disagreement between World and
XXXXXXXX as to whether the termination was for Cause, that issue shall be
submitted by XXXXXXXX within twenty (20) days of the notice of termination to
binding arbitration, or any objection to World's determination that termination
is for Cause shall be waived.
(e) BY XXXXXXXX FOR GOOD REASON. XXXXXXXX may terminate his
employment hereunder (for purposes of this Agreement "Good Reason") after giving
at least 30 days notice in the event that, without XXXXXXXX'X consent: (i) World
relocates its general and administrative offices or XXXXXXXX' place of
employment to an area other than the ATLANTA, GEORGIA Standard Metropolitan
Statistical Area, (ii) he is assigned any duties
6
substantially inconsistent with Section 3 hereof, (iii) World reduces his annual
base salary as in effect on the date hereof or as the same may be increased from
time to time; (iv) World fails, without XXXXXXXX' consent, to pay XXXXXXXX any
portion of his current compensation, or to pay him any portion of an installment
of deferred compensation under any deferred compensation program of World,
within seven (7) days of the date such compensation is due; (v) World fails to
continue in effect any compensation plan in which XXXXXXXX participates which is
material to XXXXXXXX'X total compensation, unless an equitable arrangement
(embodied in an ongoing substitute or alternative plan) has been made with
respect to such plan, or to continue XXXXXXXX'X participation therein (or in
such substitute or alternative plan) on a basis not materially less favorable,
both in terms of the amount of benefits provided and the level of XXXXXXXX'X
participation relative to other participants; (vi) World fails to continue to
provide XXXXXXXX with benefits substantially similar to those enjoyed by
XXXXXXXX under any of World's pension, life insurance, medical, health and
accident, or disability plans in which XXXXXXXX was participating, or World
takes any action which would directly or indirectly materially reduce any of
such benefits or deprive XXXXXXXX of any material fringe benefit enjoyed by
XXXXXXXX; (vii) World terminates, or proposes to terminate, XXXXXXXX'X
employment hereunder contrary to the requirements of Section 5(c) hereof (for
purposes of this Agreement, no such termination or purported termination shall
be effective) and XXXXXXXX has submitted the matter to arbitration, as set forth
in Section 5(d); or with or without XXXXXXXX' consent (viii) the Board approves
the liquidation or dissolution or Change of Control of World prior to the end of
this Agreement. In the event that XXXXXXXX decides to terminate this Agreement
and his employment with World or any successor in interest in accordance with
the provisions of this Section 5(e), World shall have the same obligations as
set forth in Section 5(d) hereof. Any other payments due or actions required
under this paragraph shall be made as lump sums or taken within 10 days of
termination of the Agreement.
(f) BY XXXXXXXX FOR OTHER THAN GOOD REASON. Notwithstanding the
above, XXXXXXXX may upon giving reasonable notice, not to be less than six
months, terminate this Agreement without further obligation on the part of
XXXXXXXX or World.
7
(g) CHANGES OF CONTROL. For purposes of this Agreement, a "Change of
Control" includes the occurrence of any one or more of the following events:
(i) any Person, other than the World, is or becomes the
Beneficial Owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act")), directly or indirectly, of securities of
World representing more than 50% of the combined voting power of World's then
outstanding securities; or
(ii) during any period of two (2) consecutive years (not
including any period prior to the execution of this Agreement), individuals who
at the beginning of such period constitute the Board of World and any new
director (other than a director designated by a Person who has entered into an
agreement with World to effect a transaction described in clause (i), (iii) or
(iv) or this Section 5 (f)) whose election by the Board of World or nomination
for election by the stockholders of World was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or
(iii) the shareholders of World approve a merger or
consolidation of World with any other corporation, other than (A) a merger or
consolidation which would result in the voting securities of World outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the surviving entity),
in combination with the ownership of any trustee or other fiduciary holding
securities under an employee benefit plan of World or any of its affiliates, at
least 50% of the combined voting power of the voting securities of World or such
surviving entity outstanding immediately after such merger or consolidation, or
(B) a merger or consolidation effected to implement a recapitalization of World
(or similar transaction) in which no Person acquires more than 50% of the
combined voting power of World's then outstanding securities; or
8
(iv) the shareholders of World approve a plan of complete
liquidation of World or an agreement for the sale or disposition by World of all
or substantially all of World's assets.
(h) "PERSON" DEFINED. For purposes of this Section, "Person" shall
have the meaning given in Section (3)(a)(9) of the Exchange Act, as modified and
used in Sections 13(d) and 14(d) thereof; however, a Person shall not include
(i) World or WorldCorp, Inc. or any of their subsidiaries or affiliates; (ii) a
trustee or other fiduciary holding securities under an employee benefit plan of
World or WorldCorp, Inc. or any of their subsidiaries; (iii) an underwriter
temporarily holding securities pursuant to an offering of such securities; or
(iv) a corporation owned, directly or indirectly, by the stockholders of World
or WorldCorp, Inc. in substantially the same proportions as their ownership of
stock of World or WorldCorp, Inc.
(i) NOTICE OF TERMINATION. Termination of this Agreement by
World or termination of this Agreement by XXXXXXXX shall be communicated by
written notice to the other party hereto, specifically indicating the
termination provision relied upon.
(j) WORLD PROPERTY. At the termination of XXXXXXXX'X employment,
whether such termination is voluntary or involuntary, XXXXXXXX shall return all
World property, including without limitation all electronic and paper files and
documents and all copies thereof.
6. CONFIDENTIALITY/RESTRICTIVE COVENANT. (a) XXXXXXXX recognizes and
acknowledges that he will acquire during his employment with World information
that is confidential to World and that represents valuable, special and unique
assets of World ("Confidential Information"). Such Confidential Information
(whether or not reduced to tangible form) includes, but is not limited to: trade
secrets; financing documents and information; financial data; new product
information; copyrights; information relating to schedules and locations; cost
and pricing information; performance features; business techniques; business
methods; business and marketing plans or strategies; business dealings and
arrangements; business objectives; customer information; sales information;
acquisition,
9
merger or business development plans or strategies; research and development
projects; legal documents and information; personnel information; and any and
all other information concerning World's business and business practices that is
not generally known or made available to the public or to World's competitors
which, if misused or disclosed, could adversely affect the business of World.
XXXXXXXX agrees that he will not, during employment with World and for a period
of two (2) years following termination of employment for any reason, whether
voluntary or involuntary, with or without Cause, directly or indirectly:
(i) disclose any Confidential Information to any person, World or other
entity (other than authorized persons employed by or affiliated with
World who, in the interest of World, have a business need to know
such information), or
(ii) use any Confidential Information in any way, except as required by
his duties to World or by law, unless he obtains World's prior
written approval of such disclosure or use. World's rights under
this Section shall be cumulative to, and shall not limit, World's
rights under the GEORGIA UNIFORM TRADE SECRETS ACT or any other
state or federal trade secret or unfair competition statute or law.
The parties hereto stipulate that as between them, the foregoing
matters are important, material, and confidential and gravely affect
the successful conduct of the business of World, and World's good
will, and that any breach of the terms of this paragraph shall be a
material breach of this Agreement.
(b) While employed by World and for a period of two (2) years following
termination of employment for any reason, whether voluntary or involuntary, with
or without Cause, XXXXXXXX agrees that he will not, directly or indirectly,
either as principal, agent, employee, employer, owner, stockholder (owning more
than 5% of a corporation's shares), partner, contractor, consultant or in any
other individual or representative capacity:
(i) Request, induce or attempt to induce any customer of World: (A)
to terminate or curtail any business relationship with World or (B) to establish
or attempt to establish a similar business relationship with a person or entity
other than World;
10
(ii) Solicit, cause, encourage or in any way assist any person or
entity to solicit, any aviation business from any person or entity who at such
time is, or within the preceding twelve (12) months, had been a customer of
World, unless such customer of World was also already a customer of such other
person or entity on the date of XXXXXXXX'X termination;
(iii) Induce or attempt to induce any of World's officers,
directors, or employees to terminate their employment or relationship with
World, or induce or attempt to induce any such persons to provide
aviation-related services or services similar to those they provide for World
for any other person, firm or organization.
(c) XXXXXXXX agrees that the restrictions set forth in this Agreement are
reasonable, proper, and necessitated by legitimate business interests of World
and do not constitute an unlawful or unreasonable restraint upon XXXXXXXX'X
ability to earn a livelihood. The parties agree that in the event any of the
restrictions in this Agreement are found to be overbroad or unreasonable by a
tribunal or court of competent jurisdiction, the parties agree that this
Agreement should be enforced to the maximum extent allowed by applicable law,
and the parties authorize and request such court or tribunal to determine the
maximum time, geographic area, activity and other applicable limitations
allowable by law and to reform the applicable provisions to such maximum
limitations.
(d) XXXXXXXX acknowledges that it may be impossible to assess the monetary
damages incurred by his violation of this Agreement, or any of its terms, and
that any threatened or actual violation or breach of this Agreement, or any of
its terms, will constitute immediate and irreparable injury to World. Therefore,
XXXXXXXX expressly agrees that, in addition to any and all monetary damages and
other remedies and relief available to World as a result of XXXXXXXX'X violation
or breach of this Agreement, World shall be entitled to an injunction
restraining XXXXXXXX from violating or breaching this Agreement, or any of its
terms (and no bond or other security will be required in connection therewith);
World will be entitled
11
to specific performance of this Agreement; and World will be entitled to recover
its reasonable attorneys' fees and costs incurred to enforce, or prosecute or
defend any action relating to, this Agreement. In the event World enforces this
Agreement through court order or other decree, XXXXXXXX agrees that the
restrictions contained in this Agreement shall remain in effect for a period of
twenty four (24) consecutive months from the effective date of such order or
decree enforcing the Agreement.
(e) Section 9 of this Agreement, relating to arbitration, shall not apply
to this Section 6. The parties agree that any dispute between them relating to
or involving this Section 6, including without limitation, any question
concerning the construction, validity, application, interpretation or alleged
breach or threatened breach of this Section 6, shall be litigated in a court in
the state in which World maintains its principal executive offices.
(f) Section 4(h) of this Agreement and any other indemnity agreements
between XXXXXXXX and World shall not apply to actions, suits or proceedings to
enforce World's rights under, or that otherwise relate to, this Agreement,
including without limitation, this Section 6.
(g) References in this Section 6 to "World" include World Airways, Inc.
and any and all of its current or future parents, subsidiaries, affiliated
companies, and divisions.
7. BENEFICIARY. The Beneficiary of any payment due and payable at the time
of XXXXXXXX'X death, or otherwise due upon his death, shall be such person or
persons, as XXXXXXXX shall designate in writing to World. If no such beneficiary
shall survive XXXXXXXX, any such payments shall be made to his estate.
8. INTELLECTUAL PROPERTY. (a) Any improvements, new techniques, processes,
inventions, works, discoveries, products or copyrightable or patentable
materials made or conceived by XXXXXXXX, either solely or jointly with other
person(s), (1) during XXXXXXXX'X period of employment by World, during working
hours; (2) during the period after termination of his employment during which he
is retained by World as a consultant; or (3) with use of
12
World's intellectual property or Confidential Information, shall be the sole and
exclusive property of World without royalty or other consideration to XXXXXXXX.
(b) XXXXXXXX agrees to inform World promptly and in full of such
intellectual property by a full written report setting forth in detail the
procedures used and the results achieved.
(c) XXXXXXXX shall at World's request and expense execute any and
all applications, assignments, or other instruments which World shall deem
necessary to apply for, register, and/or obtain copyrights or Letters Patent of
the United States or of any foreign country, or to otherwise protect World's
interests in such intellectual property.
(d) XXXXXXXX shall assign and does hereby assign to World all
interests and rights, including but not limited to copyrights, in any such
intellectual property.
9. ARBITRATION. Except as described in Section 6, above, any dispute or
controversy arising under or in connection with this Agreement shall be settled
exclusively by arbitration, under the commercial arbitration rules of the
American Arbitration Association. The prevailing party in any such arbitration,
or any court action to enforce or vacate an arbitration award, shall be entitled
to its costs and reasonable attorneys fees from the other party.
10. NO WAIVER. The failure of either party at any time to enforce any
provisions of this Agreement or to exercise any remedy, option, right, power or
privilege provided for herein, or to require the performance by the other party
of any of the provisions hereof, shall in no way be deemed a waiver of such
provision at the same or at any prior or subsequent time.
11. GOVERNING LAW. All questions concerning the construction, validity,
application and interpretation of this Agreement shall be governed by and
construed in accordance with the laws of the State of GEORGIA without giving
effect to any choice of law or conflict of law
13
provision or rule (whether of GEORGIA or any other jurisdiction) that would
cause the application of the law of any jurisdiction other than GEORGIA.
XXXXXXXX agrees to submit to personal jurisdiction in the state in which World
maintains its principal executive offices.
12. VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not be deemed to affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
13. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon World, its successors and assigns, including any corporation or
other business entity which may acquire all or substantially all of World's
assets or business, or within which World may be consolidated or merged, or any
surviving corporation in a merger involving World.
14. WAIVER OF MODIFICATION OF AGREEMENT. No waiver or modification of this
Agreement shall be valid unless in writing and duly executed by both parties.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which together will constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date and year first above written.
WORLD AIRWAYS, INC.
By: /s/ General Xxxxxx X. Xxxxxxxx
------------------------------
General Xxxxxx X. Xxxxxxxx
Chairman of the Board
/s / Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx
14
