EXHIBIT 10.4
CONSULTING AGREEMENT, SETTLEMENT AND GENERAL RELEASE
THIS CONSULTING AGREEMENT, SETTLEMENT AND GENERAL RELEASE (this
"AGREEMENT") is made and entered into effective as of the 20th day of April
2006, by and between Xxxx Xxxxxx, doing business as Ecosys International, Inc,
and any and all affiliates thereof (collectively, "HIMMAH"), and SeaLife
Corporation, a Delaware corporation (the "COMPANY").
RECITALS:
WHEREAS, on November 20, 2001, Himmah and Xxxxxx XxXxxxxx entered into
a Memorandum of Agreement with respect to assigning marketing rights and
formula's developed by Himmah (the "ORIGINAL PROTERRA TECHNOLOGIES"), which
agreement was subsequently assumed by the Company:
Plant Rescue Formula 844
Soil Rescue Formula 808
Odor Xxxxxxx Formula 355
GreaseBeast Formula 398
MuniMix Formula 354
Sterile Boost Formula 899
WHEREAS, on May 9, 2002, Himmah executed six separate assignment
agreements assigning each of the Original ProTerra Technologies to Division G,
Inc., a Nevada corporation ("DIVISION G"), currently a wholly-owned subsidiary
of the Company;
WHEREAS, also on May 9, 2002, Himmah and Division G executed a
memorandum of agreement setting forth the initial terms of a consulting
agreement between Himmah and Division G;
WHEREAS, on June 30, 2002, Himmah and SeaLife Marine Products, Inc., a
California corporation ("SEALIFE MARINE"), entered into an Asset Purchase
Agreement pursuant to which Himmah assigned each of the technologies underlying
the products referred to as SeaLife 1000, SeaLife 2000, and SeaLife 3000 (the
"SEALIFE MARINE TECHNOLOGIES") to SeaLife Marine, currently a wholly-owned
subsidiary of the Company in exchange for a purchase price of $1,335,309, which
was initially paid in the form of a promissory note (the "HIMMAH NOTE");
WHEREAS, on January 2, 2003, Himmah agreed to convert $1,000,000 of the
Himmah Note into 1,000,000 shares of Company common stock and agreed to accept,
in lieu of a certain portion of the purchase price, royalty payments equal to
five percent (5%) of the net sales of products utilizing the SeaLife Marine
Technologies;
WHEREAS, on January 6, 2003, the parties entered into a Consulting
Agreement (the "CONSULTING Agreement") pursuant to which Himmah agreed to
provide certain consulting services to the Company, which agreement was
subsequently amended on July 19, 2004 and August 6, 2004. ( agreement to accept
stock in lieu of cash;
WHEREAS, on September 17, 2003, Himmah and the Company entered into an
Agreement pursuant to which Himmah assigned marketing rights and formulas each
of the following technologies underlying the products referred to as Formula 311
(Farm Clean), Formula 812 (Soil Flush), Formula 000 (Xxxx Xxxxxxx) and Formula
309 (OilEx) (the "SUBSEQUENT PROTERRA TECHNOLOGIES"), and acknowledged full
payment of amounts owed under his then current consulting agreement in exchange
for 400,000 shares of Company common stock and a royalty right to three percent
(3%) of the products utilizing the Subsequent ProTerra Technologies.
WHEREAS, the parties acknowledge and agree that Himmah is, as of the
date hereof, entitled to $60,962 in interest on the Himmah Promissory Note;
Promissory note dated 6/30/02 in the amount of $220,309.
WHEREAS, the parties acknowledge and agree that Himmah is, as of the
date hereof, entitled to $75,000 for services rendered and to be rendered
through April 30, 2006, pursuant to the terms of the Consulting Agreement;
WHEREAS, the parties agree that as of December 31, 2005, Himmah is
entitled to $13,187 in royalties for the SeaLife Marine Technologies and $1,395
in royalties for the Subsequent ProTerra Technologies.
WHEREAS, there is disagreement among the parties as to their
expectations and understandings with respect to the Original ProTerra
Technologies and Himmah's ongoing relationship with the Company;
WHEREAS, the Company does not, as of the date hereof, possess the
financial ability to provide cash payment for the current amounts due to Himmah;
WHEREAS, the Company and Himmah desire to settle fully and finally all
potential and/or actual differences between them, including without limitation,
all actual or potential differences that arise out of or relate to (or that may
arise out of or relate to) amounts due to Himmah under the agreements described
in these recitals, and desire to work together to secure investment in the
Company and maintain the Company as an industry leader; and
WHEREAS, in connection with these arrangements and as a material
inducement to Company's execution of this Agreement, Himmah further desires to
enter into an additional consulting agreement and non-competition agreement with
Company and certain other agreements and covenants in exchange for certain
payments payable to Himmah under this Agreement, and Company desires to make
such payments and enter into such agreements with Himmah on the terms set forth
herein.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual promises and covenants
set forth herein, the parties hereto agree as follows:
1. ADDITIONAL CONSULTING SERVICES.
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1.1 During the period commencing on the date hereof and
ending 5 years from the date hereof (or such later
date as the parties may mutually agree) (the
"CONSULTING TERM"), Himmah agrees to make himself
available to consult with Company under the direction
of Company's Chief Executive Officer and/or such
other personnel of Company identified by the Chief
Executive Officer from time to time with respect to
the development and commercialization of the SeaLife
Marine Technologies, Original ProTerra Technologies,
and Subsquent ProTerra Technologies (the "COMPANY
TECHNOLOGIES"). Himmah's consulting duties shall
include (but not be limited to): (i) assisting the
Company's capital-raising efforts by attending and
participating in meetings with potential investors
and otherwise assisting in developing relationships
with the investment community; and (ii) assisting in
the development and commercialization of the Company
Technologies (the "ADDITIONAL CONSULTING SERVICES").
The Additional Consulting Services shall be separate
from, and compensated independently of, the services
currently being provided under the Consulting
Agreement.
1.2 As consideration for the Additional Consulting
Services to be provided by Himmah under SECTION 1.1
hereof, Company will pay Himmah a commission fee
equal to ten percent (10%) of the net sales of
products utilizing the Original ProTerra Technologies
(the "INITIAL COMMISSION RATE") until such time that
the commission fee paid to Himmah at the Initial
Commission Rate equals or exceeds, in the aggregate,
Two Million Five Hundred Thousand Dollars
($2,500,000), and thereafter, Company will pay Himmah
a commission fee equal to eight percent (8%) of the
net sales of products utilizing the Original ProTerra
Technologies (the "SECONDARY COMMISSION RATE") until
such time that the commission fee paid to Himmah at
the Secondary Commission Rate equals Three Million
Two Hundred Thousand ($3,200,000). Payment of the
commission fees due hereunder (the "COMMISSION FEES")
shall be made on a quarterly basis, on the 15th day
of each month with respect to net sales received by
Company in the immediately prior completed month, if
any. The Commission Fees shall be paid, at Himmah's
option, either in cash, or in shares of restricted
stock of the Company, valued on the basis of the
average trading price of the Company's common stock,
as quoted on the Over-The-Counter Bulletin Board, for
the twenty (20) consecutive trading days immediately
preceding the date of issuance of such shares. For
purposes of this SECTION 1.2, "net sales" shall mean
the gross sales revenue from the sales of the
identified products, less returns, discounts and
allowances.
1.3 This Agreement with respect to the Additional
Consulting Services shall be full force and effect
commencing upon the date hereof and concluding at the
close of business on the same date in 2013. Either
party hereto shall have the right to terminate this
Agreement without notice in the event of the death,
bankruptcy, insolvency, or assignment for the benefit
of creditors of the other party. Notwithstanding
anything contained herein to the contrary, Company
may terminate Himmah's engagement as a consultant
hereunder at any time, upon thirty (30) days prior
written notice thereof. In the event that (i) Company
terminates Himmah as a result of his breach of the
obligations arising with respect to the Additional
Consulting Services, or as a result of his negligence
or willful misconduct in the course of providing such
services, or (ii) Himmah ceases providing the
Additional Consulting Services (absent the breach by
Company of its obligations hereunder) Company shall
not be obligated to make any payment under SECTION
1.2 following any such termination or cessation. In
the event that Company terminates Himmah for any
other reason, the Company shall be obligated to
continue paying the commission fee set forth herein
pursuant to SECTION 1.2.
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2. SETTLEMENT OF PAYMENT DUE PURSUANT TO CONSULTING AGREEMENT.
The parties hereto acknowledge and agree that Himmah is entitled to
$75,000 for services rendered and to be rendered through April 30, 2006,
pursuant to the terms of the Consulting Agreement (the "COMPENSATION
Liability"). The parties hereto acknowledge that they have executed an amendment
to the Consulting Agreement which permits the Company, at its option, to issue
shares of its common stock in lieu of cash compensation otherwise due pursuant
to the Consulting Agreement for the term thereof. Notwithstanding the terms of
the amendment to the Consulting Agreement, the Company shall, no later than May
1, 2006, issue to Himmah, and Himmah agrees to accept, consistent with the terms
of his Consulting Agreement, as amended, in satisfaction of the Compensation
Liability either (a) shares of Company common stock having a value, based on the
average trading price of Company common stock, as quoted on the Over The Counter
Bulletin Board, for the twenty (20) consecutive trading days immediately
preceding April 18, 2006, of $75,000 or (b) cash in the amount of $75,000, or
any combination thereof, at the option of the Company, on or prior to May 1,
2006. The Company also agrees to accelerate payment for services to be provided
by Himmah through July 31, 2006 pursuant to the terms of the Consulting
Agreement, which accelerated payment shall be due by May 15, 2006. Except with
respect to the Compensation Liability and as otherwise as provided herein, the
Consulting Agreement remains in full force and effect as of the date hereof.
Himmah agrees to accept stock in lieu of cash only if it can be sold
immediately.
3. SETTLEMENT OF INTEREST PAYMENTS DUE UNDER PROMISSORY NOTE AND
ROYALTY PAYMENTS.
The parties hereto acknowledge that $60,962 in interest is due to
Himmah under Promissory Note dated 6/30/02 will have accrued through April 30,
2006 (the "ACCRUED INTEREST LIABILITY"), and that Himmah is entitled to $13,187
and $1,395 in royalty payments based on net sales of products utilizing the
SeaLife Marine Technologies and the Subsequent ProTerra Technologies by the
Company through December 31, 2005 (the "ROYALTY LIABILITIES"). The parties
hereby amend the Promissory Note and each agreement giving rise to the Royalty
Liabilities and agree that the Accrued Interest Liability due under the
Promissory Note and the Royalty Liabilities shall be payable only upon receipt
by the Company of an aggregate of $75,274 from the sale(s) of its equity
securities, from and after the date hereof, in one or a series of transactions.
Except with respect to the Accrued Interest Liability and Royalty Liabilities,
and otherwise as provided herein, the agreements with Promissory Note and
agreements with respect to royalty payments for the sale of the Subsequent
ProTerra Technologies and SeaLife Marine Technologies remain in full force and
effect as of the date hereof.
4. SUCCESSION DOCUMENTATION.
Upon full payment of all amounts payable to Himmah pursuant to SECTION
2 and SECTION 3 hereof, Himmah agrees to deliver to the Company all files,
memoranda, records and other documents necessary for the Company to manufacture
or cause to be manufactured any product utilizing the Company Technologies and
to exploit the Company Technologies and any products derived therefrom, that he
currently holds in his possession, custody or control (whether directly or
indirectly). The company must remain current with money accruing to Himmah for
90 days
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after being made current under the terms of this agreement. Himmah will provide
all succession documents will be released to company if company remains current
for 90 days
5. OWNERSHIP OF INTELLECTUAL PROPERTY.
The parties hereby expressly acknowledge and agree that (i) the
transfer, sale, disposition and assignment by Himmah to the Company (or its
subsidiaries) of each of the Company Technologies was, as of the date of each
such assignment, valid and binding on Himmah in accordance with its respective
terms, and (ii) the Company exclusively owns, and at all times since the
assignment thereof and through the date hereof, has exclusively owned, each of
the Company Technologies, and any and all copyrights, patents, trademarks, trade
secrets and other intellectual property therein and all renewals or extensions
thereof, with all right, title and interest therein remaining exclusively with
the Company. Without limiting any of the foregoing, in the event that any
transfer, sale, disposition or assignment by Himmah to Company (or its
subsidiaries) of any of the Company Technologies was or could be deemed to be
invalid or not binding, Himmah hereby assigns to Company, as of the effective
date of each prior respective assignment, or in this event, purported
assignment, in perpetuity throughout the universe, all right, title and
interest, including without limitation all copyrights, patents, trademarks,
trade secrets and/or other intellectual property rights, and all renewals and
extensions thereof, in and to the Company Technologies, each of which have been
previously described in the Company's reports with the Securities and Exchange
Commission, and all components thereof whether heretofore or hereafter created.
6. TRADE SECRETS AND AGREEMENTS NOT TO SOLICIT AND NOT TO
COMPETE; COMPANY'S RIGHT TO SEEK INJUNCTIVE RELIEF.
6.1 Both parties understand, acknowledge and agree that
in the course of relationship with the Company Himmah
has acquired (and may, in the future, acquire)
confidential information and trade secrets concerning
the Company Technologies, Company's past, present or
future clients, operations, plans, methods of doing
business (including, without limitation, customer
lists), projected and historical revenues, marketing,
costs, production, growth and distribution, and
confidential business strategies ("CONFIDENTIAL
INFORMATION"). Himmah understands, acknowledges and
agrees that it would be extremely damaging to Company
if such information were disclosed to a competitor or
made available to any other person, corporation or
other entity. Himmah understands and agrees that such
Confidential Information has been disclosed to Himmah
in confidence, that he will keep such information
secret and confidential and that he will not in any
way use, distribute or disclose such information. The
Company also agrees to keep secret and confidential
any confidential information provided by Himmah to
the Company that is not developed pursuant to the
terms of Consulting Agreement or the Additional
Consulting Services.
6.2 Himmah further agrees that, while serving as a
consultant to the Company pursuant to the terms
hereof or pursuant to the Consulting Agreement (the
"RESTRICTED PERIOD"), Himmah shall not (i) directly
or indirectly, solicit, hire or participate in or
assist in the solicitation of, or hiring, any
employees, officers or consultants of Company or
anyone who was employed by Company at any time during
the preceding 12 months; or (ii) directly or
indirectly, solicit, recruit, or induce any employee,
officer or consultant of Company to (A) terminate his
or
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her employment relationship with Company or (B) work
for any other person or entity engaged in competition
with the Business (defined below). Himmah
acknowledges and agrees that Company depends on the
services and contributions of its employees and
personnel. Himmah acknowledges and understands that
the loss of the services of any such key employees or
personnel by Company could materially and adversely
affect Company's business, operations and prospects,
and the covenants, agreements and obligations set
forth in this SECTION 6.2 are a material inducement
to Company's execution of this Agreement and its
agreement to enter into the obligations (including
payment obligations) set forth herein. During the
Restricted Period, Himmah also shall not solicit any
Customer (defined below) for the purpose of providing
any goods or services to such Customer. For the
purposes hereof, the following terms have the
meanings ascribed to them below: (i) "BUSINESS" means
the business in which Company is engaged, including
the manufacture and sale of products utilizing the
Company Technologies; (ii) "CUSTOMER" means any
person or entity to whom Company has sold products or
services, or solicited to sell products or services,
at any time during the term of Himmah's consulting
relationship with the Company. RESTRICTED PERIOD
REFERS TO THE TERM OF THIS AGREEMENT (NOW THROUGH
2013)
6.3 Himmah further covenants and agrees that during the
Restricted Period, Himmah shall not, throughout the
world, either directly or indirectly, for himself or
on behalf of or in conjunction with any other person,
company, partnership, corporation, business, group,
or other entity, engage in (i) any activity,
business, venture or division of any entity, the
primary business of which includes the development,
distribution, sale or provision of products or
services that knowingly compete with the Business or
(ii) any business, venture or division of any entity
engaged in any business that is substantially the
same to the Business (collectively, all such
businesses, activities, ventures or division of any
entity other than the Business, "COMPETITIVE
BUSINESSES" or individually, a "COMPETITIVE
BUSINESS"). For the purposes of this SECTION 6.3,
"DIRECTLY OR INDIRECTLY" means (A) Himmah acting as
an agent, representative, consultant, officer,
director, independent contractor, or employee of any
Competitive Business; (B) Himmah participating as an
owner, partner, limited partner, joint venturer,
creditor (other than as a trade creditor in the
ordinary course of business) or shareholder (except
as a shareholder holding less than a one percent (1%)
interest in a corporation whose shares are actively
traded on a regional or national securities exchange
or in the over the counter market, provided that
Himmah does not participate in the management or
operation of such corporation) in any Competitive
Business; or (iii) communicating proprietary or
confidential information or trade secrets concerning
any past, present or identified prospective client or
customer of the Business to any Competitive Business.
FIRST RIGHT OF REFUSAL
HIMMAH GRANTS COMPANY FIRST RIGHT OF RUFUSAL ON ANY NEW PRODUCT
DEVELOPED BY HIMMAH
6.4 In view of the nature of Himmah's consulting
relationship with the Company and the Confidential
Information and trade secrets that Himmah has
received during the course of such consulting
relationship, and without limiting the generality of
any other provision of this Agreement, Himmah also
agrees that either party would be irreparably harmed
by any violation or threatened violation of this
Agreement and that, therefore, Company shall be
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entitled to an injunction prohibiting either party
from any violation or threatened violation of this
Agreement, in addition to any other relief, including
monetary damages, to which Company may be entitled.
The obligations described in this paragraph shall
continue in effect after the payment of the sums
described herein.
6.5 Himmah agrees that the terms and the time periods
provided for, and the geographical area encompassed
by, the covenants contained in this SECTION 6 are
necessary and reasonable in order to protect the good
will and value of the Business. The parties hereto
agree that the execution, delivery and performance of
this Agreement are in consideration of and a
condition to Company's obligation to pay to Himmah
the Commission Fees pursuant to SECTION 1.2 hereof.
If any court having jurisdiction at any time
hereafter shall hold any provision or clause of this
Agreement to be unreasonable as to its scope,
territory or term, and if such court in its judgment
or decree shall declare or determine that scope,
territory or term which such court deems to be
reasonable, then such scope, territory or term, as
the case may be, shall be deemed automatically to
have been reduced or modified to conform to that
declared or determined by such court to be
reasonable.
7. FAILURE TO MAKE PAYMENTS.
In the event that the Company fails to meet its payment obligations
under SECTIONS 1 through 3 hereof, then Himmah may not rescind any of the
assignments of the Company Technologies, including and is limited only filing a
breach of contract action seeking to collect the unpaid interest, compensation,
royalties or commission. However, prior to filing any such action, Himmah must
provide written notice to the Company, followed by a thirty (30) day period
during which the Company may cure any breaches, and if such breaches are not
cured during that thirty (30) day period, there shall be another thirty (30) day
period during which the parties shall negotiate in good faith to resolve their
dispute. Any action for breach of this Agreement will be submitted to the
American Arbitration Association and the decision of a single arbitrator shall
be deemed binding on both parties. In any such action, the parties agree that
time is of the essence and agree that the discovery period shall not be longer
than 60 days. The parties also agree to jointly ask the arbitrator to issue
his/her decision within 150 days from initiation of the action. If the
arbitrator decides to hold a hearing/trial in any such action, such
hearing/trial shall be held in Los Angeles, California.
8. RELEASE.
8.1 Upon delivery of all payments due under SECTIONS 2
and 3 hereof, Himmah hereby releases and forever
discharges the Company and any parents, subsidiaries,
affiliates, directors, officers, employees, agents,
shareholders and customers (the "RELEASEES") from any
and all demands, damages of any type or kind, debts,
liabilities, accounts, costs, expenses, liens,
obligations, injunctive relief, fees, actions, causes
of action (at law, in equity, under federal or state
law, in any kind of forum), suits, promises, rights,
rights to subrogation, rights to contribution, and
remedies of any nature whatsoever in law or at equity
related to the Consulting Agreement, or the Company
Technologies, whether known or unknown, which may
have arisen prior to the date hereof.
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8.2 Himmah is not releasing any claims based on acts or
events occurring after the signing of this Agreement.
8.3 The matters that are the subject of the releases
referred to in this Agreement, as described above,
shall be referred to as the "RELEASED MATTERS."
9. COVENANT NOT TO XXX.
9.1 Himmah promises never to file a lawsuit,
administrative complaint, or charge of any kind with
any court, governmental or administrative agency or
arbitrator against Company, or its officers,
directors, agents or employees, asserting any claims
that are released in this Agreement.
9.2 Himmah represents and agrees that, before signing
this Agreement, Himmah has not filed or pursued any
complaints, charges or lawsuits of any kind with any
court, governmental or administrative agency or
arbitrator against the other or their officers,
directors, agents or employees, asserting any claims
that are released in this Agreement.
10. ASSUMPTION OF RISK; INVESTIGATION OF FACTS.
10.1 Parties hereby expressly assumes the risk of any
mistake of fact or that the true facts might be other
than or different from the facts now known or
believed to exist, and it is Himmah's express
intention to forever settle, adjust and compromise
any and all disputes between them and the Releasees,
finally and forever, and without regard to who may or
may not have been correct in their respective
understandings of the facts or the law relating
thereto.
10.2 In making and executing this Agreement, Himmah
represents and warrants that he has made such
investigation of the facts and the law pertaining to
the matters described in this Agreement as he deems
necessary, and Himmah has not relied upon any
statement or representation, oral or written, made by
any other party to this Agreement with regard to any
of the facts involved in any dispute or possible
dispute between the parties hereto, or with regard to
any of his rights or asserted rights, or with regard
to the advisability of making and executing this
Agreement.
11. OWNERSHIP OF CLAIMS.
Himmah represents and agrees that he has not assigned or
transferred, or attempted to assign or transfer, to any person or entity, any of
the 10 described products.
12. NO REPRESENTATIONS.
Himmah represents and agrees that no promises, statements or
inducements have been made to him that caused him or it to sign this Agreement
other than those expressly stated in this Agreement.
13. GOODWILL AND REPUTATION OF PARTIES.
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Himmah further agrees not to take actions or make statements,
written or oral, that disparage or defame the goodwill or reputation of either
party or any employee, officer, director, shareholder or agent of either party ,
including without limitation, any actions or statements that interfere with each
others hiring of employees or officers.
14. SUCCESSORS.
This Agreement shall be fully binding and enforceable with
respect to the parties, and their respective heirs, families, administrators,
representatives, executors, successors, partners, attorneys, agents and assigns.
15. Any disputes relating to this Agreement shall be settled by
mediation and/or binding arbitration in the State of
California. If mediation is not successful, Himmah and Company
shall each appoint an arbiter. Said arbiters shall, mutual
agreement, appoint a third arbiter. These three arbiters shall
comprise the Arbitration Board. Attorneys will not be
permitted to participate in any mediation or arbitration
proceeding between Himmah and Company. Mediation or
Arbitration costs shall be borne as is determined by the
respective Mediation or Arbitration Board. Judgment of the
Arbitration Board shall be final and may be entered in an
court having jurisdiction.
16. SEVERABILITY AND GOVERNING LAW.
16.1 Should any of the provisions in this Agreement be
declared or be determined to be illegal or invalid,
all remaining parts, terms or provisions, or any
sections, subsections, paragraph or subparagraphs,
shall be valid, and the illegal or invalid part, term
or provision, or section, subsection, paragraph or
subparagraph, shall be deemed not to be a part of
this Agreement.
16.2 This Agreement is made and entered into in the State
of California and shall in all respects be
interpreted, enforced and governed under the laws of
California.
17. PROPER CONSTRUCTION.
17.1 The language of all parts of this Agreement shall in
all cases be construed as a whole according to its
fair meaning, and not strictly for or against any of
the parties.
17.2 As used in this Agreement, the term "or" shall be
deemed to include the term "and/or" and the singular
or plural number shall be deemed to include the other
whenever the context so indicates or requires.
17.3 The paragraph headings used in this Agreement are
intended solely for convenience of reference and
shall not in any manner amplify, limit, modify or
otherwise be used in the interpretation of any of the
provisions hereof.
18. ENTIRE AGREEMENT.
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This Agreement is the entire agreement between Himmah and
Company and fully supersedes any and all prior agreements or understandings
between the parties pertaining to its subject matter.
{SIGNATURE PAGE FOLLOWS}
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PLEASE READ CAREFULLY. THIS CONSULTING AGREEMENT AND GENERAL RELEASE INCLUDES A
RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
DATE: April 20, 2006 /s/ Xxxx Xxxxxx
-------------------- -------------------------------------
XXXX XXXXXX
DATE: April 20, 2006 SEALIFE CORPORATION
---------------------
/s/ Xxxxxx XxXxxxxx
-------------------------------------
Name: Xxxxxx XxXxxxxx
Title: President and Chief Executive
Officer
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