EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") effective the
18th day of May, 1998, by and between OPTEK TECHNOLOGY, INC., a
Delaware corporation, with principal executive offices at 0000
Xxxx Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxx 00000 (hereinafter referred
to as the "Company") and XXXXX XXXXXX, an individual residing at
0000 Xxxx Xxxx Xxxxx, Xxxxxx Xxxxx, Xxxxx 00000 (hereinafter
referred to as "Executive");
W I T N E S S E T H:
WHEREAS, Executive wishes to continue to be employed by the
Company, and Executive and the Company desire to enter into an
agreement relating to such employment;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants herein set forth, it is agreed as follows:
1. Employment. The Company employs Executive, and
Executive accepts employment by the Company, subject to the terms
and conditions set forth herein.
2. Term. Subject to the provisions hereof, the term of
Executive's employment by the Company under this Agreement shall
be for a period of three (3) years commencing on the date hereof;
provided, however, that at the end of each year of employment,
the term of employment shall be extended for an additional
one-year period unless, on or prior to the date six (6) months
prior to the end of such year of employment, the Company shall
give written notice to Executive or Executive shall give written
notice to the Company of an intention to terminate this
Agreement, in which event the term of employment shall comprise
only the remaining two years and six months of the then existing
term of employment. The term of Executive's employment
hereunder, including any continuation or extension of the
original term, is hereinafter referred to as the "Employment
Period."
3. Position and Duties. During the Employment Period,
Executive shall serve as President and Chief Operating Officer of
the Company, with such assignments, powers and duties as are
assigned or delegated to him by the Board of Directors of the
Company. Such assignments, powers and duties may, from time to
time, be modified by the Company, as needs may require.
Executive shall also, at the request of the Company, perform
similar services for any Affiliate (as hereinafter defined) of
the Company without additional compensation. Executive agrees to
devote his full time, skill, attention and energy to the business
affairs of the Company and its Affiliates to advance the best
interests of the Company and its Affiliates and shall not hold
any other salaried position during the Employment Period.
Nothing contained herein shall be construed to prevent
Executive from investing his assets in any form or manner or from
serving on the Boards of other corporations or charitable
organizations or holding uncompensated positions with
professional, academic or industry organizations, provided such
investments and activities do not unreasonably interfere with
Executive's performance of services on behalf of Company
hereunder. As used in this Agreement, the term "Affiliate" of the
Company means any person or corporation that, directly or
indirectly through one or more intermediaries, is controlled by
the Company.
4. Compensation.
(a) For all services rendered by Executive to the Company
during the Employment Period, the Company shall pay Executive a
salary at the rate of Two Hundred Ten Thousand Dollars
($210,000.00) per year, payable, subject to such withholding as
may be required by law, in installments in accordance with the
Company's customary payroll practices.
(b) In addition, Executive shall be entitled to receive
such bonuses, based generally upon the performance of the Company
as compared to its annual budget, as shall be determined by duly
adopted resolution of the Board of Directors of the Company or
its duly authorized Committees (the "Board"), which resolution
may be adopted either before or after actual performance against
the budget has been determined.
(c) Executive shall be entitled to such salary increases,
further compensation and reasonable expenses incurred in
connection with business of the Company, if any, as shall be
authorized by the Board.
5. Office Facilities. During the Employment Period, the
Company will furnish Executive, without charge, suitable office
facilities for the purpose of performing his duties hereunder,
which facilities shall include secretarial, telephone, clerical
and support personnel and services and shall be similar to those
furnished to employees of the Company having comparable
positions.
6. Fringe Benefits; Vacations.
(a) During the Employment Period, Executive shall be
entitled to participate in or receive benefits under such
pension, medical and life insurance and other employee benefit
plans of the Company which may be in effect from time to time, to
the extent he is eligible under the terms of those plans, on the
same basis as other employees of the Company having comparable
positions.
(b) Executive shall be entitled to twenty days of vacation
with pay during each year of employment, which vacation time
shall accrue pro rata during each year of employment according to
the portion of such year of employment during which Executive has
served.
7. Expenses. Subject to such policies regarding expenses
and expense reimbursement as may be adopted from time to time by
the Company and compliance therewith by Executive, Executive is
authorized to incur reasonable and necessary expenses in the
performance of his duties hereunder, and the Company will
reimburse Executive for such reasonable out-of-pocket expenses
upon the presentation by Executive of a reasonably itemized
account and receipts satisfactory to the Company.
8. Termination by Company.
(a) If Executive dies during the Employment Period, Company
shall pay to:
(i) the surviving spouse of Executive in the event of
his death, for so long as she survives; or,
(ii) the estate of Executive if Executive's spouse does
not survive him, or dies before expiration of the Employment
Period,
all amounts payable to Executive hereunder through the date of
death and the amounts which would otherwise be payable to
Executive pursuant to Section 4(a) hereof during the thirty (30)
day period immediately following the date of death, less any
amounts payable to Executive (or such spouse or estate) pursuant
to any insurance programs provided for Executive's benefit with
premiums paid by Company. All other rights of Executive under
this Agreement shall terminate concurrently with his death.
(b) The Company may terminate the employment of Executive
at any time upon written notice to Executive if Executive has (i)
breached an express term or provision of this Agreement and has
failed to remedy such breach within thirty (30) days of receipt
by Executive of notice of such breach; (ii) habitually neglected
the duties that Executive is required to perform under the terms
of this Agreement at any time within ninety (90) days after
having received a written notice from the Company that Executive
has so neglected such duties; or (iii) willfully violated
reasonable and substantial rules governing employee performance
at any time within ninety (90) days after having received a
written notice from the Company that Executive has so violated
such rules. In the event of termination of Executive's
employment pursuant to this Section 8(b), Executive shall
continue to receive salary at the rate specified in Section 4(a)
and, to the extent permitted by the applicable plans, to
participate in the benefits described in Section 6 on a
month-to-month basis thereafter until (i) Executive
shall have obtained subsequent employment or (ii) the expiration
of an additional period of three months from the date of such
termination, whichever time period is shorter.
(c) If Executive commits any act of criminal misconduct,
whether or not related to Executive's duties hereunder, or any
clearly dishonest, disloyal or criminal act toward the Company or
its Affiliates, the Employment Period and Executive's salary and
other rights under this Agreement or as an employee of the
Company shall terminate without severance pay or other obligation
on the part of Company upon written notice from the Company to
Executive, but such termination shall not affect the liability of
Executive by reason of his misconduct or dishonest, disloyal or
criminal conduct.
(d) Notwithstanding anything to the contrary contained
herein, the Employment Period and the Executive's salary and
other rights under this Agreement or as an employee of the
Company shall not be deemed to have been terminated pursuant to
either Section 8(b) or (c) unless and until there shall have been
delivered to the Executive a copy of a resolution duly adopted by
the affirmative vote of not less than two-thirds of the
Pre-change Directors (as defined below) of the Board at a meeting
of the Board called and held for the purpose (after reasonable
notice to the Executive and an opportunity for the Executive,
together with his counsel, to be heard before the Board), finding
that in the good faith opinion of the Board the Executive was
guilty of conduct set forth above in Section 8(b) or (c).
(e) Nothing herein shall be construed to reduce or abrogate
any rights Executive may have pursuant to the Consolidated
Omnibus Budget Reduction Act of 1985.
9. Termination by Executive.
(a) The Employment Period may be terminated by Executive,
if the Company fails to perform its duties hereunder or fails to
comply with any of the provisions hereof, thirty (30) days after
giving written notice to Company stating the nature of such non-
performance or non-compliance, unless Company shall have remedied
such non-performance or non-compliance with such thirty (30) days
notice period.
(b) The Executive shall be entitled to terminate his
employment hereunder at any time that (A) a change in control of
the Company (as defined below) has occurred and (B) there has
occurred, without the express written consent of the Executive:
(i) a substantial alteration in the nature or status
of the title, position, duties or responsibilities of
Executive from those in effect immediately prior to the
change in control of the Company;
(ii) a reduction by the Company in the Executive's
salary as in effect on the date hereof or as the same may be
increased from time to time;
(iii) the relocation of the Company's principal
executive offices to a location outside the Dallas
Metropolitan Area or the Company's requiring the Executive
to be based anywhere other than the Company's principal
executive offices except for required travel on the
Company's business to an extent substantially consistent
with the Executive's business travel obligations prior to
the change in control of the Company;
(iv) the failure by the Company to continue in effect
any compensation plan in which the Executive was
participating immediately prior to the change in control, or
the failure by the Company to continue the Executive's
participation therein;
(v) the failure by the Company to continue to provide
the Executive with benefits substantially similar to those
enjoyed by the Executive under any of the Company's employee
stock ownership, life insurance, medical, health-and-
accident, or disability plans, as well as vacation, travel
and club privileges in which the Executive was participating
at the time of a change in control of the Company or the
taking of any action by the Company which would directly or
indirectly materially reduce any of such benefits or deprive
the Executive of any material fringe benefits enjoyed by the
Executive immediately before the time of the change in
control of the Company; or
(vi) any purported termination of the Executive's
employment which is not effected in accordance with the
requirements of Section 8 and, for purposes of this
Agreement, no such purported termination shall be effective.
(c) Upon termination of the Employment Period pursuant to
Section 9(a) or 9(b), the Company shall pay to Executive in one
lump sum on the fifth (5th) day following such termination, cash
in an amount equal to the lesser of (i) the total compensation
provided for under this Agreement for the balance of the then
effective Employment Period and (ii) the amount that is one
dollar ($1.00) less than the amount which would be deemed a
"parachute payment" to Executive under the Internal Revenue Code
of 1986, as amended, to be paid in consideration of Executive's
election to terminate his employment with the Company and to
release in full all rights as an employee of the Company.
(d) Upon the occurrence of any change in control of the
Company, all options awarded to Executive under the Company's
Long-Term Stock Investment Plan which are not then vested shall
become fully vested.
(e) For purposes of this Agreement, a "change in control of
the Company" shall mean a change in control of a nature that
would be required to be reported in response to Item 6(e) of
Schedule 14A of Regulation 14A promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), whether or
not the Company is then subject to such reporting requirement, or
any other actual change in the control of the Company (whether by
merger, consolidation, acquisition of assets or stock or
otherwise); provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any "person" (as
such term is used in Sections 13(d) and 14(d) of the Exchange
Act) other than a "beneficial owner" (as defined in Rule 13d-3
under the Exchange Act), of the Company's common stock as of the
date of this Agreement, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than
forty-five percent (45%) of the combined voting power of the
Company's then outstanding securities entitled to vote in the
election of directors, (ii) a change occurs in ownership of more
than forty-five percent (45%) in book value of the Company's
assets, or (iii) during any period of two (2) consecutive years,
individuals who at the beginning of such two year period
constituted the Board of Directors of the Company, including for
this purpose any new director whose election or nomination for
election by the Company's stockholders was approved by a vote of
at least two-thirds (2/3) of the directors then still in office
who were directors at the beginning of the period (collectively,
"Pre-Change Directors"), cease for any reason to constitute a
majority of the Company's Board of Directors.
10. Intellectual Property Rights.
(a) Executive hereby assigns, transfers, and conveys his
entire right, title, and interest in any and all Intellectual
Property which he makes or conceives, whether as a sole inventor
or originator or as a joint inventor or originator with others,
whether made within or out of usual working hours or upon the
premises or elsewhere, during the Employment Period. Executive
understands that "Intellectual Property" as used herein includes
information of a technical or a business nature such as ideas,
discoveries, designs, inventions, improvements, trade secrets,
know-how, manufacturing processes, product formulae, design
specifications, writings and other works of authorship, computer
programs, financial figures, marketing plans, customer lists and
data, business plans or methods and the like, which relate in any
manner to the actual or anticipated business or the actual or
anticipated areas of research and development of the Company, or
its divisions, subsidiaries, Affiliates, or related entities.
(b) Either during or subsequent to Executive's employment,
upon the request and at the expense of the Company, and for no
remuneration in addition to that due Executive pursuant to this
Agreement, but at no expense to him, Executive agrees to execute,
acknowledge, and deliver to the Company, its nominee, or its
attorneys any and all instruments which in the judgment of the
Company, its nominee, or its attorneys may be necessary or
desirable to secure or maintain for the benefit of the Company or
its nominee adequate patent, copyright, and other property rights
in the United States and foreign countries with respect to any
Intellectual Property embraced within this Agreement, including
but not limited to: (1) domestic and foreign patents and
copyright applications, (2) any other applications for securing,
protecting, or registering any property rights embraced within
this Agreement, and (3) powers of attorney, assignments, oaths,
affirmations, supplemental oaths and sworn statements; and
further agrees to assist the Company, its nominee, or its
attorneys as required to draft said instruments, to obtain said
rights, and to enforce said rights.
(c) Executive further agrees to disclose to the Company
promptly in writing any and all ideas, designs, inventions,
improvements, and developments, when conceived or made in whole
or in part, by him and to maintain adequate and current records
thereof.
(d) Any ideas, designs, inventions, improvements, dis-
coveries, and developments disclosed by Executive within one year
following termination of his employment shall be deemed to have
been assigned, transferred, and conveyed under the terms of
paragraphs (a) and (b), unless proved to have been conceived
after termination.
11. Covenant Not to Disclose. Executive covenants and
agrees that he will not, at any time during or after the
termination of his employment by the Company, communicate or
disclose to any person, or use for his own account, or advise,
discuss with, or in any way assist any other person or firm in
obtaining or learning about, without the prior written consent of
the Company, information concerning any inventions, processes,
programs, systems, flow charts or equipment used in, or any
secret or confidential or proprietary information, trade secrets
or know-how (including, without limitation, any customer lists,
trade secrets or information concerning any work done by the
Company for its customers or done in an effort to solicit or
obtain customers) concerning, the products, services, business or
affairs of the Company or any of its Affiliates which is not
generally available to the public and which has become known to
Executive at any time he has been employed by the Company.
Executive further covenants and agrees that he shall retain all
such knowledge and information concerning the foregoing in trust
for the sole benefit of the Company and its Affiliates and their
respective successors and assigns. Upon termination of his
employment with Company, all documents, records, notebooks, and
similar repositories of or containing secret or confidential or
proprietary information, including copies thereof, then in
Executive's possession, whether prepared by him or others,
will be left with Company.
12. Protection of Company Goodwill and Proprietary
Information
(a) The following provisions of this Agreement contain
substantial restrictions on Executive's post-employment
activities. As evidenced by his initials affixed to this and
subsequent pages, Executive acknowledges that he has read and
understands such provisions.
(b) Executive recognizes and acknowledges that the lists of
the Company's customers, as well as information pertaining to
customer personnel, product preferences and buying habits as such
lists or information may exist, whether same are ever actually
committed to writing or otherwise compiled in one or more docu-
ments, or are merely memorized by Executive, are also valuable,
special and unique assets of the Company's business. Executive
will not, during or after the term of this Agreement, disclose,
directly or indirectly any of said customer lists or information
of or pertaining to customers or any part thereof, to any person,
firm, corporation, association or other entity for any reason or
purpose whatsoever.
(c) Further, Executive agrees:
(i) that Executive shall not, during the one (1) year
period immediately following the date upon which his employ-
ment by Company is terminated, directly or indirectly, for
himself or for any other person, firm, corporation, associa-
tion or other entity, as an owner, independent contractor,
principal, agent, officer, director, partner, stockholder,
employee, consultant or otherwise, within any state of the
United States of America or any foreign country in which the
Company has sold goods or services within one (1) year prior
to such termination, sell, solicit or accept orders, or
assist or aid in the selling or solicitation or acceptance
of orders for products similar to or which can be used in
substitution for or replacement of the Company's to any
party with whom Executive had contact while in the employ of
Company and (A) who is or has been a customer or client of
the Company at the date of such termination or within a
period of one (1) year prior thereto, or (B) who has been
identified as a potential customer or client of the Company
as of the date of such termination;
(ii) that Executive shall not during the one (1) year
period immediately following the date upon which his employ-
ment or engagement by Company is terminated, directly or
indirectly, for himself or for any other person, firm,
corporation, association or other entity as owner,
independent contractor, principal, agent, officer, director,
partner, stockholder, employee, consultant or otherwise,
within any state of the United States of America or any
foreign country in which the Company has purchased or
obtained goods or services within one (1) year prior to such
termination, employ or attempt to employ, or engage or
attempt to engage, or solicit or encourage to leave the
employment of Company or otherwise cease, curtail or modify
his relationship with Company, any employee, salesman,
independent contractor or agent employed or engaged by
Company as of the date of Executive's termination, unless
such person's employment or engagement with Company shall
have been terminated by Company prior thereto or Company
shall have consented to such employment, engagement,
solicitation or encouragement in writing.
(d) While the restrictions set forth in this Section 12 are
considered by the parties to be reasonable in all circumstances,
it is agreed that if any of such restrictions shall be adjudged
to be void or ineffective for whatever reason, but would be
adjudged to be valid and effective if part of the wording thereof
were deleted or the periods thereof reduced, the said
restrictions shall apply with such modifications as may be
necessary to make the same valid and effective.
13. Essential Nature of Covenants. The existence of any
claim or cause of action of Executive against the Company or any
of its Affiliates, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
the Company of the covenants contained in Sections 10, 11 and 12
hereof. Executive understands that the covenants contained in
Sections 10, 11 and 12 are essential elements of the transactions
contemplated by this Agreement and, but for the agreement of
Executive to Sections 10, 11 and 12, the Company would not have
agreed to enter into such transactions. Executive has had the
opportunity to consult with counsel and to be advised in all
respects concerning the reasonableness and propriety of Sections
10, 11 and 12 with specific regard to the nature of the business
conducted by the Company, and Executive acknowledges that
Sections 10, 11 and 12 are reasonable in all respects.
14. Remedies. Notwithstanding Section 15 of this
Agreement, in the event of a breach or threatened breach by
Executive of Sections 10, 11 or 12, the Company shall be entitled
to obtain from any court having jurisdiction of the parties a
temporary restraining order and an injunction restraining
Executive from the commission of such breach. Nothing contained
in this Section 14 shall be construed as prohibiting the Company
from pursuing any other remedies available to it for such breach
or threatened breach, including the recovery money damages.
15. Arbitration. Except as provided in Section 14 of this
Agreement, the Company and Executive agree to submit to binding
arbitration any controversy or claim arising out of or relating
to this Agreement or the breach thereof or any other matter
relating in any manner to the relationship between the Company
and Executive or the termination of such relationship or
otherwise arising from or relating to any practices or procedures
of the Company or conduct of the Company or its agents toward
Executive, including but not limited to tortious claims and
statutory claims. Such arbitration shall be conducted in the
City of Dallas, Texas, in accordance with the Model Employment
Arbitration Procedures then in effect or, if such have been
repealed, the rules then obtaining of the American Arbitration
Association, and judgment upon the award rendered may be entered
in any court having jurisdiction thereof.
16. Certain Arbitration Procedures.
(a) The parties shall cooperate to the fullest extent
practicable in the voluntary exchange of documents and
information to expedite any such arbitration. Any request for
documents or other information should be specific, relate to the
matter in controversy, and afford the party to whom the request
is made a reasonable period of time to respond without
interfering with the time set for the hearing.
(b) Document Production and Information Exchange.
(i) Any party may serve a written request for infor-
mation or documents ("information request") upon another
party twenty (20) business days or more after the
non-complaining party has received notice of the institution
of arbitration proceedings. The requesting party shall
serve the information request on all parties and file a copy
with the arbitrator(s). The parties shall endeavor to
resolve disputes regarding an information request prior to
serving any objection to the request. Such efforts shall be
set forth in the objection.
(ii) Unless a greater time is allowed by the requesting
party, information requests shall be satisfied or objected
to within thirty (30) calendar days from the date of
service. Any objection to an information request shall be
served by the objecting party on all parties and filed with
the arbitrator(s).
(iii) Any response to objections to an information re-
quest shall be served on all parties and filed with the
arbitrator(s) within ten (10) calendar days of receipt of
the objection.
(iv) Upon the written request of a party whose infor-
mation request is unsatisfied, the matter will be referred
by the arbitrator(s) to either a pre-hearing conference
under subsection (d) of this section or to a selected
arbitrator under subsection (f) of this section.
(c) At least ten (10) calendar days prior to the first
scheduled hearing date, all parties shall serve on each other
copies of documents in their possession they intend to present at
the hearing and shall identify witnesses they intend to present
at the hearing. The arbitrators may exclude from the arbitration
any documents not exchanged or witnesses not identified. This
paragraph does not require service of copies of documents or
identification of witnesses which parties may use for cross-
examination or rebuttal.
(d)(i) Upon the written request of a party or an
arbitrator, a pre-hearing conference shall be scheduled. The
arbitrator(s) shall set the time and place of a pre-hearing
conference and appoint a person to preside. The pre-hearing
conference may be held by telephone conference call. The
presiding person shall seek to achieve agreement among the
parties on any issue which relates to the pre-hearing process or
to the hearing, including but not limited to exchange of
information, exchange or production of documents, identification
of witnesses, identification and exchange of hearing documents,
stipulation of facts, identification and briefing of contested
issues, and any other matters which will expedite the arbitration
proceedings.
(ii) Any issues raised at the pre-hearing conference that
are not resolved may be referred to a single member of the
arbitration panel for decision.
(e) The arbitrator(s) shall apply such rules of procedure
in addition to the preceding rules as the arbitrator(s) think
appropriate under the circumstances, provided that both parties
shall be entitled to representation by counsel, to appear and
present written and oral evidence and argument, and to cross-
examine witnesses presented by the other party, and the
arbitrator(s) shall provide written reasons for the determination
rendered.
(f) The arbitrators (if more than one) may appoint a single
member of the arbitration panel to decide all unresolved issues
under this Section 16. Such arbitrator shall be authorized to
act on behalf of the panel to issue subpoenas, direct appearances
of witnesses and production of documents, set deadlines for
compliance, and issue any other ruling which will expedite the
arbitration proceedings. Decisions under this section shall be
made upon the papers submitted by the parties, unless the
arbitrator calls a hearing. The arbitrator may elect to refer
any issue under this section to the full panel.
17. Waiver of Breach. The waiver by the either party of a
breach of any provision of this Agreement by the other party
shall not operate nor be construed as a waiver of any subsequent
breach by the other party.
18. Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon the parties hereto and their
respective successors, assigns, heirs and legal representatives.
19. Headings. The headings contained in this Agreement are
for reference purposes only and shall not affect the construction
or interpretation of this Agreement.
20. Severability. Whenever possible each provision of this
Agreement shall be interpreted in such manner as to be effective
and valid under applicable law, but if any provision of this
Agreement shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
21. Governing Law. This Agreement shall be construed (both
as to validity and performance) and enforced in accordance with
and governed by the laws of the State of Texas.
22. Notice. All notices which are required or may be given
under this Agreement shall be in writing and shall be deemed to
have been duly given when delivered in person or three (3) days
after being mailed by registered or certified first class mail,
postage prepaid, return receipt requested, at the address listed
above for such party, or to such other address as such party
shall have specified by notice to the other party hereto as
provided in this Section.
23. Entire Agreement. Except as specifically set forth
below, this Agreement constitutes the entire agreement between
the parties hereto and supersedes all prior agreements,
understandings and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.
24. Amendment. This Agreement may not be changed orally,
but only in writing signed by the party against whom enforcement
of any waiver, change, modification, extension, or discharge is
sought.
25. Limitations. No suit, action, arbitration or other
proceeding based upon or arising out of this Agreement shall be
maintainable in any court of law or equity or before any arbitra-
tor(s) or other adjudicator(s) unless the same be commenced
within two (2) years after the calendar date upon which the claim
giving rise to such suit, action, arbitration or other proceeding
arose.
PAGE
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and date first above written.
OPTEK TECHNOLOGY, INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
Print Name: /s/ Xxxxxx X. Xxxxxx
------------------
Title: Chairman, CEO
------------------------
/s/ Xxxxx Xxxxxx
-----------------------------
XXXXX XXXXXX
