AGREEMENT made as of the ______ day of October 1998, by and between THE
RATTLESNAKE HOLDING COMPANY, INC., a Delaware corporation (hereinafter referred
to as the "Company"), having a place of business at 000 Xxxx 00xx Xxxxxx, Xxx
Xxxx, Xxx Xxxx 00000 and XXXXXX XXXXX, residing at_____________________
(hereinafter referred to as "Xx. Xxxxx").
RECITALS
The Company desires to retain the services of Xx. Xxxxx, and Xx. Xxxxx
desires to provide his services, on the terms set forth herein.
In addition, the Company desires Xx. Xxxxx to protect certain proprietary
interests of the Company concerning non-disclosure and non-competition, and Xx.
Xxxxx desires to do so, on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements of
the parties herein, the parties hereto agree as follows:
1. Services of Xx. Xxxxx. (a) Xx. Xxxxx is hereby engaged as general
advisor to the Company on all matters pertaining to the business of the Company
and its subsidiaries, and will provide such advice and consultation as Xx. Xxxxx
xxxxx appropriate, and which is consistent with Xx. Xxxxx'x experience and
expertise. Services rendered under this Agreement shall not materially interfere
with Xx. Xxxxx'x other business activities. Xx. Xxxxx shall perform his services
under this Agreement solely as an independent contractor and not as an agent or
employee of the Company or any subsidiary of the Company. The Company shall not
be responsible for the payment of any withholding taxes, FICA, workers'
compensation, insurance, disability benefits or any fringe benefits and Xx.
Xxxxx is not entitled to any of the same. The only compensation and benefits to
which Xx. Xxxxx shall be entitled hereunder is as set forth in Sections 3 and 4
hereof However, if the CWA Financing (as defined below) is not funded by
November 15, 1998, this Agreement shall become null and void, except that Xx.
Xxxxx will be compensated at the rate of $1,000.00 per day to the date of
termination of this Agreement.
(b) Xx. Xxxxx will act as a director of the Company and serve as Chairman
of the Board of Directors, if requested to do so by the Company on or after date
on which the Company completes a private placement conducted for it by
Commonwealth Associates of equity or non-performing convertible debt with
proceeds to the Company, net of all fees, commissions and expenses, of at least
$4,100,000 (the "CWA Financing").
2. Term. The term for the services described in Section 1 hereof, except if
earlier terminated pursuant to Section 5 hereof, shall be for a period of three
(3) years commencing on September 15, 1998. The term shall then continue from
year to year thereafter unless either party gives notice to the contrary to the
other party not less than 90 days prior to the commencement of any such one year
extension period.
3. Compensation.
(a) Xx. Xxxxx shall serve without regular, periodic compensation.
(b) Xx. Xxxxx shall be entitled to a performance bonus in accordance with
the plan annexed hereto as Exhibit A.
(c) Xx. Xxxxx shall receive an warrant, in the form of Exhibit B hereto, to
purchase an amount of Common Stock equal to fifteen (15%) percent of the
outstanding Common Stock of the Company after the CWA Financing at $0.20 per
share, exercisable for a period of five (5) years, and a right to purchase an
amount of Common Stock equal to 15% of outstanding options and warrants (other
than Exhibit B and a similar warrant for Xxxxxxx Xxxxx), which warrant will vest
at the time of the CWA Financing.
(d) The Company shall use its best efforts to obtain and retain $10 million
of officer/director liability insurance in a form acceptable to Xx. Xxxxx. Until
such insurance is in fill' force and effect, the provisions of Section 1(b)
shall not be in effect, and Xx. Xxxxx shall be compensated as in Section 1(a).
(e) The Company shall use its best efforts to structure the option
described in Section 3(c) 50 that the grant of the same is not a taxable event.
In the event that the option grant is taxable, the option grant shall be
deferred at the request of Xx. Xxxxx, but the terms will not change.
(f) Xx. Xxxxx shall have a right of first refusal, to be set forth in a
separate agreement with customary terms, to purchase up to fifty (50%) percent
of any future securities offerings of the Company made by or though Commonwealth
Associates.
4. Expenses. Xx. Xxxxx shall be entitled to reimbursement for expenses
reasonably incurred by him in the course of his duties hereunder upon his
accounting therefor. Such expenses shall include, but not be limited to,
expenses reasonably incurred by Xx. Xxxxx while rendering services from his home
office, and any and all business related expenses associated with travel to or
on behalf of the Company, including automobile mileage and first class air fare.
5. Termination.
(a) The term of this Agreement may be ended prior to the date specified in
Section 2, under the following conditions:
(i) Upon the death of Xx. Xxxxx;
( ii) Upon notice to Xx. Xxxxx of any act of fraud, embezzlement,
misappropriation or gross failure to perform duties:
(iii) Thirty (30) days after notice to Xx. Xxxxx of his breach of his
duties hereunder (other than as set forth in (ii) above), unless such breach is
fully remedied before the end of such thirty (30) day period.
(iv) If Xx. Xxxxx shall be both unavailable for a period of at least 90
days continuously or a total of 90 days within any 180 day period, and shall be
so mentally or physically incapacitated or disabled as to be unable to perform
his duties hereunder during such period and at the time of termination.
(b) Upon any termination of this Agreement under Section 5(a), the Company
shall not be obligated to pay any compensation or expenses or provide other
benefits other than those accrued to the date of termination. Xx. Xxxxx shall be
deemed to have resigned as a director and shall also deliver to the Company all
property of the Company which may then be in Xx. Xxxxx'x possession.
(c) This Agreement may be terminated on thirty (30) days' notice by either
party, provided; however, that if the Company terminates this Agreement, Xx.
Xxxxx shall retain any and all compensation in his possession and any
compensation earned and not yet received prior to the date of termination. In
addition, Xx. Xxxxx will be entitled to the full bonus amount for the year of
termination.
6. Non-Disclosure of Confidential Information. Xx. Xxxxx acknowledges that
it is the policy of the Company to maintain as secret and confidential all
information relating to its products, services and operations and the identity
of suppliers, franchisees and customers (the "Confidential Information"), and
Xx. Xxxxx further acknowledges that the Confidential Information is of
substantial value to the Company. Accordingly, Xx. Xxxxx agrees that he will
not, during or after the termination of this Agreement, disclose or use any
Confidential Information other than in connection with the business of the
Company.
7. Non-Solicitation. Xx. Xxxxx agrees that for a period of two (2) years
after termination of this Agreement, for any reason, he will not (a) solicit a
business relationship with persons who are franchisees of the Company on the
date of termination which is directly competitive with the business relationship
of the Company with such persons.
8. No Other Restrictions. Except for the provisions of Sections 6 and 7,
Xx. Xxxxx shall in no way be limited as to the types of business activities
which he may choose to engage in both during and after the term of this
Agreement.
9. Compliance with Law. Xx. Xxxxx covenants and agrees to perform his
services in compliance with all applicable laws, rules and regulations of
governmental agencies of which he is aware or of which the Company makes him
aware and in a manner which does not intentionally violate the rights of any
third person, and to timely pay all taxes relating to all payments hereunder.
10. Notice. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing, and shall be deemed given when
delivered to a party or on the first attempted date of delivery after the same
is mailed to a party, certified mail, return receipt requested, to the addresses
set forth herein or such other address of which notice is given in accordance
herewith.
11. Modification and Waiver. This Agreement may not be changed or
terminated orally but only in a writing signed by the parties hereto, and no
waiver of a breach of any provision hereof shall be effective unless in writing
signed by the party against whom enforcement is sought. No such waiver shall
operate or be construed as a waiver of any subsequent breach of such provisions.
12. Applicable Law. This Agreement shall be subject to and governed by the
laws of the State of New York.
13. Remedies. The Company, in addition to any other remedy or remedies to
which it may be entitled, shall be entitled to obtain injunctive relief against
any breach or threatened breach by Xx. Xxxxx of the provisions of Sections 6 and
7 hereof In the event of a dispute hereunder, the party prevailing shall be
entitled to recover its reasonable expenses, including counsel fees, from the
party not prevailing.
14. Representation of Xx. Xxxxx. Xx. Xxxxx hereby represents and warrants
that he is not bound by any contract, agreement, court order or decision which
conflicts in any manner with the duties to be performed by him hereunder or
which would limit, in any respect, the right of his to use any of his knowledge
or experience in the performance of his duties hereunder.
15. Captions. The underlined captions set forth herein are descriptive
only, and shall not be deemed to be a part of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
THE RATTLESNAKE HOLDING
COMPANY, INC.
By --------------------------
Authorized Signature
/s/Xxxxxx Xxxxx
--------------------------
XXXXXX XXXXX, Individually
EXHIBIT A
Performance Incentive Plan
Annual incentive based on 3 measures: The excess over target of New Stores
open, Sales and Pre-Tax Income (000s omitted).
XX0 XX0 FY3 XX0 XX0
New Stores Open:
Target 1 2 3 6 9
Optimum 2 3 5 8 10
Revenue:
Target $2,000 $4,000 $6,000 $10,000 $25,000
Optimum 3,000 5,500 7,500 15,000 32,000
Pre-tax Income:
Target $ -0- $ 200 $ 400 $ 600 $ 1,500
Optimum 100 350 600 1,200 2,500
Formula: For each store open in excess of Target but less than Optimum,
$7,500 would go into the Performance Incentive Pool. Stores open in excess of
Optimum would have $10,000 credited to the Pool. For Revenue in excess of Target
but less than Optimum 1% goes into pool, and Revenue in excess of Optimum 1.5%.
For Pre-tax Income between Target and Optimum, the bonus credit would be 2%, and
3% for Pre-tax Income in excess of Optimum. Pre-tax Income is calculated before
the bonus amount and thus is not the reported Pre-tax Income. Each category of
the bonus calculation stands on it's own and is not dependant on meeting the
Target level in another category for bonus to accrue. The amount in the bonus
pool can be distributed to management above the store operating level including
the Chairman, in whole or in part, at the sole discretion of the Chairman. The
Chairman will have total discretion over the amount of the bonus pool he takes
for himself as well as, if the bonus will be awarded in cash, stock or a
combination of both. A store level bonus plan will also be implemented. In
addition, the Board of Directors may provide a discretionary cash and/or stock
bonus to any/all senior manager as/when it deems appropriate, if and only if
approved by the Chairman.
Exhibit B Form of Warrant
WARRANT
TO PURCHASE COMMON STOCK
OF
THE RATTLESNAKE HOLDING COMPANY, INC.
THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "ACT"), OR UNDER ANY APPLICABLE STATE STATUTES. SUCH SECURITIES MAY
NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATING TO SUCH DISPOSITION OR
AN EXEMPTION THEREFROM UNDER THE ACT AND THE RULES AND REGULATIONS THEREUNDER OR
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE SECURITIES MAY BE SO
DISPOSED OF WITHOUT BEING REGISTERED.
Warrant to Purchase Certain Shares
of Common Stock
A. This is to Certify that, FOR VALUE RECEIVED, Xxxxxxx Xxxxx ("Holder"),
is entitled to purchase, subject to the provisions of this Warrant, from THE
RATTLESNAKE HOLDING COMPANY, INC., a Delaware corporation (the "Company")
certain fully paid, validly issued, and non-assessable shares of Common Stock,
par value $.001 per share, of the Company ("Common Stock"), as set forth below
in this paragraph, at any time or from time to time during the period from
______________, 199__ until 5:00 p.m. New York City time on __________________,
200__ (the "Termination Date") at an exercise price of $0.20 per share. The
number of shares which may be purchased is equal to fifteen (15%) percent of the
Common Stock outstanding on the date hereof, and which would be outstanding if
all convertible securities outstanding on the date hereof were converted into
Common Stock on the date hereof The number of shares of Common Stock to be
received upon the exercise of this portion of this Warrant and the price to be
paid for each share of Common Stock underlying this portion of this Warrant may
be adjusted from time to time as hereinafter set forth. The above is referred to
as the "A Portion".
B. In addition, the Holder shall be entitled, during the term of this
Warrant, as set forth above, to purchase a number of shares of Common stock
equal to fifteen (15%) of the Common Stock or other securities which may be
purchased by persons other than the Holder and Xxxxxx Xxxxx under all options
and warrants issued by the Company which are in effect on the date hereof, to
the extent such shares are purchased during the term of this Warrant, as set
forth above. The exercise price shall be equal to the price per share paid by
the person exercising such option or warrant. The exercise may take place after
the exercise of such option or warrant and prior to termination of this Warrant.
The above is referred to as the "B Portion".
The shares of Common Stock deliverable upon exercise of this Warrant, and
as adjusted from time to time, are hereinafter sometimes referred to as "Warrant
Shares" and the exercise price of a share of Common Stock in effect at any time
and as adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price." The right of exercise will vest immediately as to one-third of
the shares purchasable hereunder, and additional one third vesting shall take
place at each of the first and second anniversary of the date hereof, provided
the Holder is then employed by the Company.
(a) EXERCISE OF WARRANT. This Warrant may be exercised in whole or in part
at any time or from time to time on or after issuance, as set forth above and
until the Termination Date; provided, however, that if such day is a day on
which banking institutions in the State of New York are authorized by law to
close, then on the next succeeding day which shall not be such a day. This
Warrant may be exercised by presentation and surrender hereof to the Company at
its principal office, or, at the Company's option, at the office of its stock
transfer agent, if any, with the Purchase Form annexed hereto duly executed and
accompanied by payment of the Exercise Price for the number of Warrant Shares
specified in such form. As soon as practicable after each such exercise of the
Warrants, but not later than seven (7) days from the date of such exercise, the
Company shall issue and deliver to the Holder a certificate or certificate for
the Warrant Shares issuable upon such exercise, registered in the name of the
Holder or its designee. If this Warrant should be exercised in part only, the
Company shall, upon surrender of this Warrant for cancellation, execute and
deliver a new Warrant evidencing the rights of the Holder thereof to purchase
the balance of the Warrant Shares purchasable hereunder. Upon receipt by the
Company of this Warrant at its office, or by the stock transfer agent of the
Company at its office, in proper form for exercise, the Holder shall be deemed
to be the holder of record of the Warrant Shares issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such Warrant Shares shall not then be
physically delivered to the Holder.
(b) RESERVATION OF SHARES. The Company shall at all times reserve for
issuance and/or delivery upon exercise of this Warrant such number of shares of
its Common Stock as shall be required for issuance and delivery upon exercise of
the Warrants.
(c) FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of a share, determined as follows:
(1) If the Common Stock is listed on a National Securities Exchange or
admitted to unlisted trading privileges on such exchange or listed for trading
on the NASDAQ system, the current market value shall be the last reported sale
price of the Common Stock on such exchange or system on the last business day
prior to the date of exercise of this Warrant or if no such sale is made on such
day, the average closing bid and asked prices for such day on such exchange or
system; or
(2) If the Common Stock is not so listed or admitted to unlisted trading
privileges, the current market value shall be the mean of the last reported bid
and lowest asked prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the current market
value shall be an amount, not less than book value thereof as at the end of the
most recent fiscal year of the Company ending prior to the date of the exercise
of the Warrant, determined in such reasonable manner as may be prescribed by the
Board of Directors of the Company.
(d) EXCHANGE, TRANSFER, ASSIGNMENT OR LOSS OF WARRANT. This Warrant is
exchangeable and transferable, without expense, at the option of the Holder,
upon presentation and surrender hereof to the Company or, at the Company's
option, at the office of its stock transfer agent, if any, for other Warrants of
different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder. Upon
surrender of this Warrant to the Company at its principal office or at the
office of its stock transfer agent, if any, with the Assignment Form annexed
hereto duly executed and funds sufficient to pay any transfer tax, the Company
shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly
be canceled. This Warrant may be divided or combined with other Warrants which
carry the same rights upon presentation hereof at the principal office of the
Company or at the office of its stock transfer agent, if any, together with a
written notice specifying the names and denominations in which new Warrants are
to be issued and signed by the Holder hereof The term "Warrant" as used herein
includes any Warrants into which this Warrant may be divided or exchanged. Upon
receipt by the Company of evidence satisfactory to it of the loss, theft,
destruction or mutilation of this Warrant, and (in the case of loss, theft or
destruction) of reasonably satisfactory indemnification, and upon surrender and
cancellation of this Warrant, if mutilated, the Company will execute and deliver
a new Warrant of like tenor and date. Any such new Warrant executed and
delivered shall constitute an additional contractual obligation on the part of
the Company, whether or not this Warrant so lost, stolen, destroyed, or
mutilated shall be at any time enforceable by anyone.
(e) RIGHTS OF THE HOLDER. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder in the Company, either at law or equity,
and the rights of the Holder are limited to those expressed in the Warrant and
are not enforceable against the Company except to the extent set forth herein.
(f) ADJUSTMENT. The Warrant Shares and Exercise Price of the A Portion
shall be subject to adjustment from time to time as follows (this provision
shall not apply to the B Portion, which shall reflect any adjustments in the
referenced options and warrants):
(1) If the Company shall (A) declare a dividend or make a distribution on
its Common Stock in shares of its Common Stock, (B) subdivide or reclassify the
outstanding shares of Common Stock into a greater number of shares, or (C)
combine or reclassify the outstanding Common Stock into a smaller number of
shares, the Warrant Shares and Exercise Price in effect at the time of the
record date for such dividend or distribution or the effective date of such
subdivision, combination, or reclassification shall be proportionately adjusted
so that the holder of this Warrant exercised after such date shall be entitled
to receive the number of shares of Common Stock which he would have owned or
been entitled to receive had this Warrant been exercised immediately prior to
such date. Successive adjustments in the Warrant Shares and Exercise Price shall
be made whenever any event specified above shall occur.
(2) In case of any consolidation with or merger of the Company with or into
another corporation, or in case of any sale, lease or conveyance to another
corporation of the assets of the Company as an entity or substantially as an
entity, this Warrant shall after the date of such consolidation, merger, sale,
lease or conveyance be exercisable for the number of shares of stock or other
securities or property (including cash) to which the Common Stock issuable (at
the time of such consolidation, merger, sale, lease or conveyance) upon exercise
of this Warrant would have been entitled upon such consolidation, merger, sale,
lease or conveyance; and in any such case, if necessary, the provisions set
forth herein with respect to the rights and interests thereafter of the holders
of the Warrants shall be appropriately adjusted so as to be applicable, as
nearly as may reasonably be, to any shares of stock or other securities or
property thereafter deliverable on the exercise of this Warrant.
(3) No adjustment in the Exercise Price shall be required unless such
adjustment would require an increase or decrease of at least two cents ($.02) in
such price; provided, however, that any adjustments which by reason of this
Subsection (3) are not required to be made shall be carried forward and taken
into account in any subsequent adjustment required to be made hereunder. All
calculations under this Section (f) shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be. Anything in this Section
(f) to the contrary notwithstanding, the Company shall be entitled, but shall
not be required, to make such changes in the Exercise Price, in addition to
those required by this Section (f), as it shall determine, in its sole
discretion, to be advisable in order that any dividend or distribution in shares
of Common Stock, or any subdivision, reclassification or combination of Common
Stock, hereafter made by the Company shall not result in any Federal Income tax
liability to the holders of Common Stock or securities convertible into Common
Stock (including the Warrants).
(4) In the event that at any time, as a result of an adjustment made
pursuant to this Section (f), the Holder of this Warrant thereafter shall become
entitled to receive any shares of the Company, other than Common Stock,
thereafter the number of such other shares so receivable upon exercise of this
Warrant shall be subject to adjustment from time to time in a manner and on
terms as nearly equivalent as practicable to the provisions with respect to the
Common Stock contained in this Section (f).
(5) Irrespective of any adjustments in the Exercise Price or the number or
kind of shares purchasable upon exercise of this Warrant, Warrant Certificates
theretofore or thereafter issued upon exchange, transfer, assignment, loss of
certificate or upon exercise in part may continue to express the same price and
number and kind of shares as were stated in the Warrant Certificates when the
same were originally issued.
(g) OFFICER'S CERTIFICATE. Whenever the Exercise Price shall be adjusted as
required by the provisions of the foregoing Section, the Company shall forthwith
file in the custody of its Secretary or an Assistant Secretary at its principal
office and with the stock transfer agent responsible for this Warrant, if any,
an officer's certificate showing the adjusted Exercise Price determined as
herein provided, setting forth in reasonable detail the facts requiring such
adjustment, including a statement of the number of additional shares of Common
Stock, if any, and such other facts as shall be necessary to show the reason for
and the manner of computing such adjustment. Each such officer's certificate
shall be made available at all reasonable times for inspection by the Holder or
any holder of a Warrant executed and delivered pursuant to Section (a) and the
Company shall, forthwith after each such adjustment, mail a copy by certified
mail of such certificate to the Holder or any such holder.
(h) NOTICES TO WARRANT HOLDERS. So long as this Warrant shall be
outstanding, (i) if the Company shall pay any dividend or make any distribution
upon the Common Stock or (ii) if the Company shall offer to all of the holders
of Common Stock for subscription or purchase by them any share of any class or
any other rights or (iii) if any capital reorganization of the Company,
reclassification of the capital stock of the Company, consolidation or merger of
the Company with or into another corporation, sale, lease or transfer of all or
substantially all of the property and assets of the Company to another
corporation, or voluntary or involuntary dissolution, liquidation or winding up
of the Company shall be effected, then in any such case, the Company shall cause
to be mailed by certified mail to the Holder, at least ten days prior the date
specified in (A) or (B) below, as the case may be, a notice containing a brief
description of the proposed action and stating the date on which (A) a record is
to be taken for the purpose of such dividend, distribution or rights, or (B)
such reorganization, reclassification, consolidation, merger, sale, lease or
transfer, dissolution, liquidation or winding up is to take place and the date,
if any is to be fixed, as of which the holders of Common Stock or other
securities shall receive cash or other property deliverable upon such
reorganization, reclassification, consolidation, merger, sale, lease or
transfer, dissolution, liquidation or winding up.
(i) REGISTRATION RIGHTS. The Holder and the Company are also parties to an
Investor Rights Agreement dated ___________________ 1998.
(j) AMENDMENT; WAIVER OF PROVISIONS. This Warrant may not be amended by or
compliance with any provision hereof waived without the written consent of
holders of the majority of the Warrants and/or Warrant Shares.
THE RATTLESNAKE HOLDING
COMPANY, INC.
By:________________________
President
RE: THE RATTLESNAKE HOLDING COMPANY, INC. WARRANT
PURCHASE FORM
Dated __________________________
The undersigned hereby irrevocably elects to exercise the within Warrant to
the extent of purchasing ______________________________________________________
shares of Common Stock and hereby makes and delivers payment of
____________________________________ in payment of the actual exercise price
thereof.
INSTRUCTIONS FOR REGISTRATION OF STOCK
Name _________________________________________________________________________
(Please typewrite or print in block letters)
Address ______________________________________________________________________
Signature_________________________________________________
ASSIGNMENT FORM
FOR VALUE RECEIVED, ________________________________ hereby sells, assigns
and transfers unto
Name _________________________________________________________________________
(Please typewrite or print in block letters)
Address _____________________________________________________________________
the right to purchase Common Stock represented by this Warrant to the
extent of_______ shares as to which such right is exercisable and does hereby
irrevocably constitute and appoint ___________________________________ Attorney,
to transfer the same on the books of the Company with full power of substitution
in the premises.
Date __________________ Signature ___________________________________________
