XXXX'X CIGAR COMPANY INC.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is made this 1st day of October, 1997 by
and between Xxxx'x Cigar Company Inc., having an office located at 00000
Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx (hereinafter the "Company") and XXXXXX
X. XXXXX, with an address of 00000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxx
(hereinafter "Employee").
WHEREAS, the Company is engaged in the business of wholesale
distribution and sale of premium cigars, other tobacco products and cigar
related accessories (the "Business"); and
WHEREAS, Employee is an executive with experience in the Company's
Business and has been the President of the Company and its Chief Executive
Officer for many years; and
WHEREAS, the Company and the Employee desire to enter this Employment
Agreement to set forth the employment relationship between the parties;
NOW, THEREFORE, the parties hereto, intending to be legally bound
thereby, agree as follows:
1. DEFINITIONS.
As used in this Agreement, the following terms shall have the meanings
set forth below:
1.1 "Affiliate" shall mean a corporation which, directly or indirectly,
controls, is controlled by or is under common control with the Company, and for
the purposes hereof, "control" shall mean ownership of twenty (20%) percent or
more of the Voting Stock of the corporation in question.
1.2 "Basic Salary" shall have the meaning assigned to it in Section 6
of this Agreement.
1.3 "Board" shall mean the Board of Directors of the Company as duly
constituted from time to time.
1.4 the "Business" shall have the meaning set forth in the first
recital clause of this Agreement.
1.5 "Commencement Date" shall be the date of this Agreement, as stated
on page 1.
1.6 "Confidential Information" shall include, without limitation by
reason of specification, any information, including, without limitation, the
Company's research, development, inventions, designs, discoveries, products,
methods, processes, know-how, product information, research and development
information, the identity and contacts at the various customers, clients and
prospects developed or to be developed by the Company and other information
relating to such persons or entities; marketing, sales and other business
information, strategies, programs, concepts and ideas, financial data and
information relating to the various aspects of the business and affairs of the
Company, the identity and any other information relating to the employees,
suppliers, vendors, independent contractors and others with whom the Company
transacts business, and any other information relating to the business
activities and position of the Company, which (i) is or are designed to be used
in or are or may be useful in connection with the Business of the Company, and
Subsidiary or Affiliate of the Company or any Affiliate, which (ii) is private
or confidential in that it is not generally available to the public, except as
the result of a disclosure by or information supplied by the Employee, or (iii)
which gives the Company or a Subsidiary or an Affiliate an opportunity or the
possibility of obtaining an advantage over competitors who may not know or use
such information or who are not lawfully permitted to use same (hereinafter
collectively referred to as "Confidential Information"), and all of the
foregoing shall constitute Confidential Information without regard to any
labeling of such materials as "Confidential".
1.7 "Disability" shall mean the inability of Employee to perform
substantially all of the Employee's duties of employment for the Company, if
employed by the Company or a Subsidiary, pursuant to the terms of this Agreement
and by-laws of the Company as hereinafter provided, because of physical or
mental disability, where such disability shall have existed for a period of more
than ninety (90) consecutive days or an aggregate of one hundred twenty (120)
days in any three hundred sixty five (365) day period, and if a long-term
disability plan is maintained by the Company or a Subsidiary which employs
Employee, Employee is entitled to receive long-term disability payments under a
long-term disability plan of the Company or any Subsidiary which employs
Employee. The fact of whether or not a Disability exists hereunder shall be
determined by appropriate medical experts jointly selected by the Board and
Employee. The existence of a Disability means that, Employee's mental and/or
physical condition substantially interferes with Employee's performance of his
duties for the Company, and its Subsidiaries and Affiliates as specified in this
Agreement.
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1.8 "Employment Year" shall mean each twelve (12) month period, or part
thereof, during which Employee is employed hereunder, commencing on the
Commencement Date and on the same day of each subsequent calendar year, the
first such subsequent Employment Year being the twelve (12) month period which
will begin on the first anniversary of the Commencement Date.
1.9 "Market Area" shall mean the world.
1.10 "Person" shall mean any individual, sole proprietorship,
partnership, joint venture, trust, unincorporated organization, association,
corporation, limited liability company or partnership, institution, public
benefit corporation, entity or government (whether federal, state, county, city,
municipal or otherwise, including, without limitation, any instrumentality,
division, agency, body or department thereof).
1.11 "Retirement" shall mean that Employee shall have reached age 65
and shall voluntarily retire under the Company's or a Subsidiary's retirement
plans (if any) applicable to him or her or any earlier actual voluntary
retirement by Employee from his employment with the Company and its
Subsidiaries.
1.12 "Subsidiary" shall mean a corporation of which more than fifty
(50%) percent of the Voting Stock is owned, directly or indirectly, by the
Company.
1.13 "Term" shall mean the term of employment of Employee under this
Agreement.
1.14 "Termination Date" shall have the meaning assigned to it in
Section 8.
1.15 "Voting Stock" shall mean the capital stock of a corporation which
gives the holder the right to vote in the election of directors for such
corporation in the ordinary course of business and not as the result of, or
contingent upon, the happening of any event.
Whenever from the context it appears appropriate, each word or phrase
stated in either the singular or the plural shall include the singular and the
plural, and each pronoun stated in the masculine, feminine or neuter gender
shall include the masculine, feminine and neuter.
2. EMPLOYMENT AND DUTIES OF EMPLOYEE.
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2.1 Employment; Title; Duties. The Company hereby employs Employee, and
Employee hereby accepts and confirms his appointment as President and Chief
Executive Officer of the Company. The principal duty of Employee shall be to
perform those services set forth on Exhibit A attached hereto and incorporated
herein, and to render services as are necessary and desirable to protect and
advance the best interests of the Company, acting, in all instances, under the
supervision of and in accordance with the policies set by the Board (the
"Duties"). Without further compensation, Employee agrees to serve (if requested
to do so and if qualified and elected) as a director of the Company and as an
officer and/or director of any Subsidiary or Affiliate.
Employee shall report to and be under the supervision of the Board.
2.2 Performance of Duties. Employee shall devote substantially all his
full working time and efforts to the performance of his duties as an executive
of the Company and to the performance of such other duties as are assigned him
from time-to-time by the Board. During the Term, Employee shall not engage in or
become employed, directly or indirectly in any business which competes with the
Business of the Company, as modified, expanded or changed from time-to-time,
without the prior written consent of the Board, nor shall Employee act as a
consultant to or provide any services to any other Person, whether on a
remunerative basis or otherwise, where the commercial or professional business
of such Person competes with the Business of the Company, as modified, expanded
or changed from time-to-time, without the prior written consent of the Board,
which consent, in both instances, may be given or withheld by the Board in the
exercise of its sole, absolute and unreviewable discretion, for any or no reason
whatsoever.
3. TERM OF EMPLOYMENT
The employment of Employee pursuant to this Agreement shall commence as
of the Commencement Date and end as of December 31, 2002, unless sooner
terminated pursuant to Section 8 of this Agreement or otherwise extended in
accordance with Section 4 of this Agreement.
4. EXTENSION OF TERM OF EMPLOYMENT
If Employee's employment hereunder has not previously been terminated
in accordance with Section 8 hereof, then on the first anniversary of the
Commencement Date the Term shall be extended for one additional year and on each
subsequent anniversary of the Commencement Date. The Term shall be extended for
one additional year, unless the Board shall provide written notice to
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Employee at least one year prior to such anniversary date that this Agreement
will not be so extended. The rights of termination set forth in Section 8 shall
be applicable during the initial, as well as any extended term.
5. COMPENSATION AND BENEFITS
The Company and/or its Subsidiaries shall pay Employee as compensation
for all the services to be rendered by him hereunder during each Employment
Year, and in consideration of the various restrictions imposed upon Employee
during the Term, and otherwise under this Agreement, the Basic Salary and other
benefits as provided for and determined pursuant to Sections 6 through 8,
inclusive, of this Agreement. Employee acknowledges that the various
restrictions and covenants given by Employee to Company hereunder, are in
consideration of the increased total compensation, including, without
limitation, any increase in salary over the Employee's salary prior to the
execution of this Agreement, if any; the extended Term of this Agreement; and
the Employee's right to participate in and the actual grant of stock options
pursuant to the Company's Incentive Stock Option Plans.
6. BASIC SALARY AND BONUS
6.1 The Company shall pay Employee, as compensation for all the
services to be rendered hereunder during each Employment Year, a salary of
$400,000 per Employment Year (as adjusted upward by the Board from time-to-time)
(the "Basic Salary"), payable in substantially equal bi-weekly payments, less
such deductions or amounts as are required to be deducted or withheld by
applicable laws or regulations, deductions for employee contributions to welfare
benefits provided by the Company or a Subsidiary to Employee and less such other
deductions or amounts, if any, as are authorized by Employee. The Basic Salary
shall be prorated for the month in which employment by the Company or a
Subsidiary commences or terminates, and for any Employment Year which is less
than twelve (12) months in duration. The Basic Salary may not be decreased, but
may be increased from time-to-time by the Board, (without Employee's
participation as a director) and once increased, shall not thereafter be
reduced.
6.2 Employee may be paid cash bonuses at the discretion of the Board
(without Employee's participation as a director) (the "Bonus").
7. ADDITIONAL BENEFITS AND REIMBURSEMENT FOR EXPENSES
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7.1 Additional Benefits. The Company shall provide the following
additional benefits to Employee during the Term:
(a) participation on an equitable basis in any employee benefit plans
established for senior management employees of the Company.
(b) six (6) weeks vacation with pay in each Employment Year. There will
be no carryover of unused vacation time or pay from Employment Year
to Employment Year. Employee shall also be entitled to all holiday
privileges approved by the Board during the Term, not to be less
than six (6) days per year.
(c) the lease or financing by the Company for use by Employee (or the
Company shall reimburse Employee for these payments if the lease or
financing is in his name) of a late model luxury automobile
(excluding payments by the Company of insurance and other expenses
thereof which shall be paid by the Company in addition to such
lease or financing payments).
(d) the payment of premiums for $3,450,000 of term life insurance on
Employee's life for the benefit of the Employee.
(e) the payment of premiums for disability insurance coverage for the
Employee.
(f) Participation by Employee in such stock option plans for senior
management as the Board shall create and the shareholders of the
Company shall confirm, on such terms and subject to the terms and
conditions of each such plan, if any.
7.2 Reimbursement for Expenses. The Company shall pay or reimburse the
Employee for all reasonable expenses actually incurred or paid by him during the
Term in the performance of his services under this Agreement, upon presentation
of such bills, expense statements, vouchers or such other supporting information
as the Board may reasonably require. In the event the Company requires the
Employee to travel on business during the Term, Employee shall be reimbursed for
any reasonable travel expenses consistent with the travel policy of the Company
in effect from time-to-time in accordance with this Section 7.2.
8. TERMINATION OF EMPLOYMENT
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8.1 Death. If Employee dies during the Term, on the date of his death
this Agreement shall terminate without further liability of the Company to make
further payments to Employee hereunder except with respect to amounts previously
earned, or due and owing to Employee hereunder.
8.2 Disability. If, during the Term, Employee has a Disability, the
Company may, at any time after the Employee has a Disability, terminate
Employee's employment by written notice to him and the Company shall have no
further liability to Employee hereunder except with respect to amounts
previously earned, or due and owing to Employee hereunder.
8.3 Retirement. The Agreement will be terminated by Employee's
Retirement, effective upon the date of such Retirement.
8.4 Cause. The Company may terminate the Employee's employment with the
Company at any time effective upon delivery of a written Notice of Termination
to Employee for "Cause". For the purposes of this Agreement, "Cause" shall mean:
(a) gross negligence or willful malfeasance on the part of the Employee with
respect to any of Employee's duties or responsibilities hereunder; (b)
insubordination of the Employee with respect to the written policies and
directives issued by the Board; (c) breach by the Employee of any material term,
covenant, condition or provision set forth in this Agreement; or (d) continuing
inability of the Employee to fulfill his Duties following written notification
by the Board and without Employee effecting a cure of such failures within a
reasonable time period as established by the Board on a case by case basis
pursuant to this Subsection (d).
8.5 Notice of Termination. Any purported termination of employment by
the Company or a Subsidiary by reason of Employee's Disability or for Cause
shall be communicated by written Notice of Termination to Employee. For the
purposes of this Agreement, a "Notice of Termination" shall mean a notice given
by the Company or a Subsidiary, as the case may be, which shall indicate the
specific basis for termination and shall set forth in reasonable detail the
facts and circumstances claimed to provide a basis for determination of any
payments under this Agreement.
9. REPRESENTATION AND WARRANTY BY EMPLOYEE
Employee hereby represents and warrants to the Company, the same being
part of the essence of this Agreement that, as of the Commencement Date, he is
not a party to any agreement,
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contract or understanding, and that no facts or circumstances exist which would
in any way restrict or prohibit him in any material way from undertaking or
performing any of his obligations under this Agreement. The foregoing
representation and warranty shall remain in effect throughout the Term.
10. CONFIDENTIAL INFORMATION. PROPRIETARY INTERESTS AND RESTRICTIVE COVENANT
10.1 Acknowledgment of Confidentiality. Employee understands and
acknowledges that he has and will obtain Confidential Information during the
course of his employment by the Company. Employee further acknowledges that the
services to be rendered by him are of a special, unique and extraordinary
character and that, in connection with such services, he will have access to
Confidential Information vital to the Company's and its Affiliates' business.
Accordingly, Employee agrees that he shall not, either during the Term or at any
time within one (1) year after the Termination Date, (i) use or disclose any
such Confidential Information outside the Company and Affiliates; or (ii) except
as required in the proper performance of his Duties hereunder, remove or aid in
the removal from the premises of the Company and any Affiliates, of any
Confidential Information or any property or materials relating thereto.
The foregoing confidentiality provisions shall cease to be applicable
to any Confidential Information which becomes generally available to the public
(except by reason of or as a consequence of a breach by Employee of his Duties
under this Section 10).
In the event that Employee is required by law or a court order to
disclose any such Confidential Information, he shall promptly notify the Company
of such requirement and provide the Company with a copy of any court order or of
any law which in his opinion requires such disclosure and, if the Company so
elects, permit the Company an adequate opportunity, at its own expense, to
contest such law or court order.
10.2 Delivery of Materials. Employee shall promptly, and without
charge, deliver to the Company on the termination of his employment hereunder,
or at any other time the Company may so request, all memoranda, notes, records,
reports, manuals, computer disks or other recordable media, videotapes,
drawings, blueprints, schematics and other documents or tangible items (and all
copies thereof) relating to the Business of the Company and its Affiliates and
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Subsidiaries (if any), and all property associated therewith, which he may then
possess or have under his dominion or control.
10.3 Customer Lists, Prospects and Contacts. Employee acknowledges that
(i) all lists of customers, prospects and their respective contacts, as well as
any referral sources of same developed during the course of Employee's
employment and/or by the Company or any Subsidiary or Affiliate (if any) are and
shall be the sole and exclusive property of the Company and its Subsidiaries and
Affiliates, as the case may be, and Employee further acknowledges and agrees
that he neither has nor shall have any personal right, title or interest
therein; (ii) that such lists and information are and must continue to be
confidential; and (iii) that such lists and information is not readily
accessible to the competitors of the Company or its Subsidiaries or Affiliates
(if any).
10.4 Ideas, Trademarks, Etc. Employee hereby acknowledges and
agrees that all the creative efforts and thought to be expended by the Employee
during the term of his employment which may be related in any manner to the
Company's Business are for the benefit of the Company and constitute "works for
hire", and the Employee hereby absolutely, irrevocably and unconditionally
assigns to the Company any and all intellectual property rights (including,
without limitation, copyrights, patents and other rights which may be considered
trade secrets or of value) to the Company, without any further payment or
consideration of any type or nature whatsoever. Employee hereby agrees to
execute and deliver to the Company any and all documents, assignments,
affidavits, applications for registration or other writings or documents
reasonably requested by the Company during the term of employment or following
termination of the employment relationship in order to assure the protection and
perfection of the Company's intellectual property rights as aforedescribed,
including written assurance of the assignment and ownership of any of the
foregoing which are developed by those working by or with the Employee who are
not subject to the terms of a similar agreement. In connection with the
foregoing, and as a condition of employment and/or continued employment by the
Company, the Employee agrees to keep records of the development of all tangible
expressions of creative work under this Agreement, and to memorialize the date
and manner of development of items and creative work which may be the subject of
intellectual property rights.
11. DISPUTES AND REMEDIES
11.1 Waiver of Trial by Jury. EMPLOYEE AND THE COMPANY HEREBY WAIVE THE
RIGHT TO A TRIAL BY JURY IN THE EVENT OF ANY DISPUTE WHICH ARISES UNDER THIS
AGREEMENT.
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11.2 Injunctive Relief. If Employee commits a breach, or threatens to
commit a breach, of any of the provisions of Section 10, the Company shall have
the following rights and remedies (each of which shall be independent of the
others, and shall be severally enforceable, and all of which shall be in
addition to, and not in lieu of, any other rights and remedies available to the
Company at law or in equity):
(a) the right and remedy to have the provisions of this Agreement
specifically enforced by any court having equity jurisdiction, it
being acknowledged by Employee that any such breach or threatened
breach will or may cause irreparable injury to the Company and that
money damages will or may not provide an adequate remedy to the
Company; and
(b) the right and remedy to require Employee to account for and pay
over to the Company all compensation, profits, moneys, increments,
things of value and other benefits, derived or received by Employee
as the result of any acts or transactions constituting a breach of
any of the provisions of Section 10 of this Agreement, and Employee
hereby agrees to account for and pay over all such compensation,
profits, moneys, increments, things of value or other benefits to
the Company.
11.3 Partial Enforceability. If any provision contained in Section 10
of this Agreement, or any part thereof, is construed to be invalid or
unenforceable, the same shall not affect the remainder of Employee's agreements,
covenants, undertakings and restrictions which he has accepted, in Section 10,
and the remainder of such agreements, covenants, undertakings and restrictions
shall be given the fullest possible effect, without regard to the invalid parts.
11.4 Intention of the Parties. It is distinctly understood and agreed
that the confidentiality, proprietary rights and restrictive covenant provisions
of this Agreement have been accepted, and agreed to by Employee in contemplation
of this Agreement. It is therefore the specific intention of the parties, any
general considerations of public policy to the contrary notwithstanding, that
the provisions of Section 10 of this Agreement shall be enforced as written to
the fullest extent possible.
11.5 Adjustment of Restrictions. Despite the prior provisions of this
Section 11, if any covenant or agreement contained in Section 10, or any part
thereof, is held by any court of competent jurisdiction to be unenforceable
because of the duration of such provision, the court
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making such determination shall have the power to reduce the duration of such
provision and, in its reduced form, such provision shall be enforceable.
11.6 Attorneys Fees and Expenses. In the event that any action, suit or
other proceeding at law or in equity is brought to enforce the provisions of
this Agreement, or to obtain money damages for the breach thereof, and such
action results in the award of a judgment or money damages or in the granting of
any injunction in favor of the Company, then all reasonable expenses, including,
but not limited to, reasonable attorneys' fees and disbursements (including
those incurred on appeal) of the Company in such action, suit or other
proceeding shall (on demand of the Company) forthwith be paid over by Employee.
If such action, suit or other proceeding results in a judgment in favor of
Employee, then all reasonable expenses, including, but not limited to,
reasonable attorneys' fees and disbursements (including those incurred on
appeal) of Employee in such action, suit or other proceeding shall (on demand of
Employee) forthwith be paid over by the Company.
12. SURVIVAL.
The provisions of Section 10 and 11 and this Section 12 shall survive
termination of this Agreement and remain enforceable according to their terms.
13. SEVERABILITY.
The invalidity or unenforceability of any provision of this Agreement
shall in no way affect the validity or enforceability of any other provisions
hereof.
14. NOTICES.
All notices, demands and requests required or permitted to be given
under the provisions of this Agreement shall be deemed duly given if made in
writing and delivered personally or mailed by postage prepaid certified or
registered mail, return receipt requested, accompanied by a second copy sent by
ordinary mail, which notices shall be addressed as follows:
If to the Company:
Xxxx'x Cigar Company Inc.
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attn: Chief Executive Officer
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with a copy to:
Fox, Rothschild, O'Brien & Xxxxxxx, LLP
000 Xxxxx Xxxxx, Xxxxxxxx 0
Xxxxxxxxxxxxx, Xxx Xxxxxx 00000
Att: Xxxxxxx X. Xxxxxx, Esq.
If to the Employee:
Xxxxxx X. Xxxxx
00000 Xxxxxxxx Xxxxxx
Xxxxxxxxxxxx, Xxxxxxxxxxxx 00000
By notifying the other parties in writing, given as aforesaid, any
party may from time-to-time change its address or the name of any person to
whose attention notice is to be given, or may add another person, to whose
attention notice is to be given, in connection with notice to any party.
15. ASSIGNMENT AND SUCCESSORS. Neither this Agreement nor any of his
rights or duties hereunder may be assigned or delegated by Employee. This
Agreement is not assignable by the Company except to any successor in interest
which takes over all or substantially all of the business of the Company, as it
is conducted at the time of such assignment. Any corporation into or with which
the Company is merged or consolidated or which takes over all or substantially
all of the business of the Company shall be deemed to be a successor of the
Company for purposes hereof. This Agreement shall be binding upon and, except as
aforesaid, shall inure to the benefit of the parties and their respective
successors and permitted assigns. The Company will require any successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to
all or substantially all of the business and/or assets of the Company, by
written agreement in form and substance satisfactory to Employee, to expressly
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.
16. ENTIRE AGREEMENT, WAIVER AND OTHER.
16.1 Integration. This Agreement contains the entire agreement of the
parties hereto on its subject matter and supersedes all previous agreements
between the parties hereto, written or oral, express or implied, covering the
subject matter hereof. No representations, inducements, promises or agreements,
oral or otherwise, not embodied herein, shall be of any force or effect.
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16.2 No Waiver. No waiver or modification of any of the provisions of
this Agreement shall be valid unless in writing and signed by or on behalf of
the party granting such waiver or modification. No waiver by any party of any
breach or default hereunder shall be deemed a waiver of any repetition of such
breach or default or shall be deemed a waiver of any other breach or default,
nor shall it in anyway affect any of the other terms or conditions of this
Agreement or the enforceability thereof. No failure of the Company to exercise
any power given it hereunder or to insist upon strict compliance by Employee
with any obligation hereunder, and no custom or practice at variance with the
terms hereof, shall constitute a waiver of the right of the Company to demand
strict compliance with the terms hereof.
Employee shall not have the right to sign any waiver or modification of
any provisions of this Agreement on behalf of the Company, nor shall any action
taken by Employee reduce his obligations under this Agreement.
This Agreement may not be supplemented or rescinded except by
instrument in writing signed by all of the parties hereto after the Commencement
Date. Neither this Agreement nor any of the rights of any of the parties
hereunder may be terminated except as provided herein.
16.3 Obligations of the Company. All amounts payable by the Company
hereunder shall be paid without notice or demand.
16.4 Rights of Beneficiaries of Employee. This Agreement shall inure to
the benefit of, and be enforceable by, Employee's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If Employee should die while any amounts would still be
payable to Employee hereunder if he had continued to live, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to Employee's devisee, legatee or other designee or, if there be
not such designee, to the Employee's estate.
17. GOVERNING LAW.
This Agreement shall be governed by and construed, and the rights and
obligations of the parties hereto enforced, in accordance with the laws of the
Commonwealth of Pennsylvania
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18. HEADINGS. This Section and Subsection headings contained herein are
for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
IN WITNESS HEREOF, the parties have executed this Agreement as of the
date first written above, which shall be deemed the Commencement Date.
Attest XXXX'X CIGAR COMPANY, INC.
By: By:
--------------------------- ----------------------------
Witness: EMPLOYEE /s/ Xxxxxx X. Xxxxx
---------------------- -----------------------
Xxxxxx X. Xxxxx
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EXHIBIT A
The principal duty of the Employee as President and Chief Executive of
the Company shall be to perform the services set out below:
(a) Development and implementation of the overall strategy of the
Company's Operations, subject to the review and approval of such
plan by the Company's Board of Directors;
(b) Such duties and responsibilities as are established in writing by
the Company Board of Directors.
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