1
EXHIBIT 10.42
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (this "Employment Agreement") is entered into
as of June 19, 2000, by and between Empress Casino Joliet Corporation
("Employer"), and Xxxxxxx Xxxxxxx ("Employee").
RECITALS
WHEREAS, Employer operates a casino and hotel facility in Joliet,
Illinois; and
WHEREAS, Employer desires to employ Employee and Employee desires to
accept such employment, pursuant to the terms of this Employment Agreement, and
in furtherance of such desires Employer and Employee wish to enter into this
Employment Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, and in consideration of the mutual
covenants, promises and agreements herein contained, the parties hereto agree as
follows:
AGREEMENT
1. Definitions. All capitalized words referenced or used in this
Employment Agreement and not specifically defined herein shall have the meaning
set forth on Exhibit A, which is attached hereto and by this reference made a
part hereof.
2. Term. This Employment Agreement shall become effective on the date
first above written (the "Commencement Date") and shall continue in effect for a
period terminating June 18, 2003 unless terminated sooner by Employer or
Employee pursuant to the terms set forth herein.
3. Position to be Held by Employee. Employee is hereby employed and
hired by Employer to serve and act as the Vice President & Assistant General
Manager and shall perform each and all of the duties and shall have all of the
responsibilities described herein. Employee shall at all times report directly
to and take directives from the Senior Vice President & General Manager (the
"Supervisor") or such other executive of Employer as directed by Employer.
4. Duties and Responsibilities.
A. Duties. In Employee's capacity as Vice President & Assistant
General Manager of Employer, Employee shall devote his best efforts and his full
business time and attention to the performance of the duties customarily
incident to the position of Vice President & Assistant General Manager and to
such other duties as may be reasonably requested by the Supervisor in a manner
so as to maximize, to the best of the Employee's ability, the profitability of
the Employer, for and on behalf of the Employer in accordance with all
applicable laws and regulations. The authority of Employee to bind Employer
shall be as broad or as limited as may be determined from time to time by the
Supervisor or the Board of Directors of Employer (the "Board"). Employee
acknowledges and agrees that in connection with his employment he may be
required to travel on behalf of Employer.
2
B. Fiduciary Duty. In every instance, Employee shall carry out his
various duties and responsibilities in a fiduciary capacity on behalf of
Employer, in an effort to maximize the profitability of Employer. In no event
whatsoever shall Employee enter into any commitments or obligations, oral or
written, or take or omit to take any other action, the result of which would be
to create a conflict of interest between Employer and Employee, or the result of
which would (directly or indirectly) benefit Employee, any person or entity
associated with or affiliated with Employee, or any person or entity in any
manner involved in the gaming industry to the detriment of Employer. In all
instances, Employee shall perform his services and oversee his departments in a
thorough, competent, efficient and professional manner.
C. Full-Time Effort. Employee acknowledges and agrees that the
duties and responsibilities to be discharged by Employee require a full-time
effort on the part of Employee, and accordingly, Employee agrees to devote his
full-time effort and resources for and on behalf of Employer, and agrees that he
will not, during the term hereof, enter into (directly or indirectly) any other
business activities or ventures, other than investments which are passive in
nature provided no such investment may exceed 5% of the equity securities of any
entity without the prior approval of the Board.
D. Directives from the Supervisor. In all instances, Employee agrees
to carry out all of his duties and responsibilities as set forth herein pursuant
to the guidance, directives and instructions of the Supervisor and agrees that
at all times his authority shall be subordinate to such Supervisor. The wishes
and directives of the Supervisor shall prevail in all matters and decisions as
to which there is a disagreement between Employee and the Supervisor, and
Employee shall carry out any and all lawful directives from the Supervisor to
the best of his ability.
5. Compensation. As compensation for the services to be rendered by
Employee pursuant to the terms of this Employment Agreement, Employee shall be
entitled to receive the following:
A. a base salary of One Hundred Forty Thousand Dollars ($140,000.00)
per year (payable in equal bi-weekly installments), which may be adjusted
annually by a merit increase based upon Employer's existing policy and an annual
performance appraisal of Employee by Employer (the "Base Compensation");
B. a discretionary bonus in an amount determined in accordance with
Employer's bonus plan, as may be amended from time to time by Employer in
Employer's sole discretion, (the "Bonus"); and
C. the right to participate in any employee stock option or stock
purchase plan that may be adopted by Employer for its executive level employees,
such participation to be at a level commensurate with that of other executives
performing similar duties and at a similar compensation level as that of
Employee.
2
3
6. Fringe Benefits. It is understood and agreed that the Base
Compensation to be received by Employee is to be all-inclusive of other typical
fringe benefits provided to executives in a similar position as Employee;
provided, however, that Employee shall be entitled to the following benefits:
A. reimbursement, on an on-going basis, for all reasonable
entertainment, travel and other similar expenses incurred in the performance of
his duties and responsibilities hereunder, such expenses to be subject to
budgets established for such purpose and the Employer's reimbursement
procedures;
B. participation in such health coverage plans, policies and
practices for Employee and all members of his immediate family which Employer
may offer to its executives at a level commensurate with that of Employee in
Employer's sole discretion, from time to time;
C. participation in such pension plans as Employer shall adopt for
all of the employees of Employer; it being understood and agreed that the only
pension plan that Employer has adopted at this time is a Section 401(k) form of
pension plan;
D. participation in such deferred compensation plan as Employer may
adopt for employees of the Employer at a level commensurate with Employee; it
being understood that a deferred compensation plan exists at the time of the
execution of this Agreement;
E. occasional use of a company vehicle as and when needed in
connection with the performance of Employee's duties and responsibilities;
F. participation in Employer's vacation policy as may be in effect
from time to time for employees at a level commensurate with Employee; and
G. participation in any agreement, which Employer may adopt in its
sole discretion allowing for payment to employees at a level commensurate with
Employee as a result of a change of control.
7. Gaming License. Employee understands that it shall be necessary for
Employee to maintain in full force and effect at all times, gaming licenses as
required by certain jurisdictions in which Employer conducts gaming operations.
Accordingly, during the course of his employment, Employee agrees to use his
best efforts to obtain and maintain such licenses, to fully cooperate in the
investigation or investigations to be conducted in connection therewith and
otherwise to fully comply with all requirements of applicable Gaming Authorities
and Governmental Authorities.
8. Termination.
A. Termination for Cause. Employer may terminate Employee for
"cause" as provided in this Section 8. For purposes of this Employment
Agreement, "cause" means the occurrence of one or more of the following events:
i. the revocation, suspension or failure to renew for a period in
excess of ninety (90) days, of any such gaming license due to an act or omission
(or alleged act or omission) of Employee upon which the Gaming Authorities or
Governmental Authorities have based their determination to revoke, suspend or
fail to renew any gaming license;
ii. failure or refusal by Employee to observe or perform any of
the material provisions of this Employment Agreement or any other written
agreement with Employer, or to perform in a reasonably satisfactory manner all
of the material duties required of Employee under this Employment Agreement or
any other written agreement with Employer;
3
4
iii. commission of fraud, misappropriation, embezzlement or other
acts of dishonesty, or conviction for any crime punishable as a felony or a
gross misdemeanor involving dishonesty or moral turpitude or the use of illegal
drugs while on duty for Employer or on the premises of any facility operated by
Employer or one of its affiliated entities;
iv. unreasonable refusal or failure to comply with the proper and
lawful directives of and/or procedures established by the Supervisor, Chief
Executive Officer, President, Chief Operating Officer, or the Board (or persons
of comparable or senior position); and/or
v. the death of Employee or the mental or physical disability of
Employee to such a degree that Employee, in the reasonable judgment of a
licensed physician retained by Employer, is unable to carry out all of his
obligations, duties and responsibilities set forth herein for a period in excess
of ninety (90) days.
Termination of Employee's employment for cause under Subsections
8(A)(i), 8(A)(iii) or 8(A)(v) above shall be effective immediately upon notice
thereof by Employer to Employee. Termination of Employee's employment for cause
under Subsections 8(A)(ii) or 8(A)(iv) above shall be effective upon fourteen
(14) days' prior notice thereof by Employer to Employee. The factual basis for
termination for cause shall be included within any such notice of termination.
B. Termination for Cause or Resignation. Upon termination of
Employee's employment with Employer (i) by Employer for cause or (ii) upon the
resignation of Employee, all compensation as defined by Section 5 herein and all
fringe benefits as defined by Section 6 hereof will cease at the effective date
of termination.
C. Termination Without Cause or Expiration of Term. Employer, in its
discretion, may terminate Employee at any time without cause. If Employee is
terminated by Employer without cause, Employer shall pay Employee an amount
equal to six (6) months of his Base Compensation, less federal, state and local
withholding taxes. In the event that this Employment Agreement expires and
Employee is not retained by Employer in a position of similar or increased
compensation and prestige, Employee shall receive an amount equal to six (6)
months of his Base Compensation, less federal, state and local withholding
taxes. All fringe benefits as described in this Employment Agreement, or
otherwise provided to Employee, including life and disability insurance, shall
terminate immediately upon the termination of the Employee.
9. Survival of Certain Covenants. The covenants not to compete, solicit
or hire and the confidentiality agreements set forth in Sections 10 and 11
herein below shall continue to apply beyond termination in the manner and to the
extent set forth herein.
4
5
10. Covenants Not to Compete, Solicit or Hire.
A. Covenant Not to Compete. If Employee ceases to be employed by
Employer for any reason whatsoever, Employee shall not, for a period of time
equal to six (6) months following the effective date of his termination,
directly or indirectly, whether as principal, manager, agent, consultant,
officer, director, stockholder, partner, investor, lender or employee, or in any
other capacity, carry on, be engaged in or employed by or be a consultant to or
to have any financial interest in any other casino or gaming operation of any
kind conducting business within one hundred (100) miles of any gaming facility
principally owned or controlled by Xxxx X. Xxxxxx, Employer, or Employer's
parent company, affiliates, subsidiaries or related companies, unless such
gaming facility is located in Las Vegas, Reno, Lake Tahoe or Atlantic City.
Employer and Employee agree that such covenant not to compete is a condition of
Employee's employment and that the covenant not to compete has been given by
Employee to Employer for full and adequate consideration. Nothing contained
herein shall prohibit Employee from owning or holding stock in a casino or
gaming operation wherever located, provided that such entity or entities
operating and/or owning said gaming or casino operation is publicly traded and
the stock owned or held by the Employee does not constitute more than one
percent (1%) of the outstanding equity interest of said gaming or casino
operation.
B. Covenant Not to Solicit or Hire. If Employee ceases to be
employed by Employer for any reason whatsoever, Employee shall not, for a period
of time equal to one (1) year following the effective date of his termination,
directly or indirectly, hire, retain or solicit, or cause any other employer of
his or any other person who has retained Employee as a consultant or independent
contractor to hire, retain or solicit, as an employee, consultant, independent
contractor in a supervisory capacity or otherwise any person who was at any time
during the period commencing on the date three (3) months prior to the
Commencement Date and ending on the date of the termination of Employee's
employment hereunder, an employee of or consultant or independent contractor in
a supervisory capacity to Employer, or any other gaming operation principally
owned or controlled by Xxxx X. Xxxxxx, Employer, or Employer's parent company,
affiliates, subsidiaries or related companies.
11. Nondisclosure of Confidential Information.
A. Definition of Confidential Information. For purposes of this
Employment Agreement, "Confidential Information" means any information that is
not generally known to the public that relates to the existing or reasonably
foreseeable business of Employer. Confidential Information includes, but is not
limited to, information contained in or relating to the customer lists, account
lists, price lists, product designs, marketing plans or proposals, acquisition
or growth plans or proposals, customer information, merchandising, selling,
accounting, finances, knowhow, trademarks, trade names, trade practices, trade
secrets and other proprietary information of Employer.
B. Employee Shall Not Disclose Confidential Information. Employee
will not, during the term of Employee's employment and following the termination
of this Employment Agreement, until such time as the confidential information
becomes generally known to or readily ascertainable by proper means by the
public, use, show, display, release, discuss, communicate, divulge or otherwise
disclose Confidential Information to any unauthorized person, firm, corporation,
association or other entity for any reason or purpose whatsoever, without the
prior written consent or authorization of Employer. Nothing contained herein
shall be interpreted or construed as restraining or preventing Employee from
using Confidential Information in the proper conduct of services to be rendered
by Employee on behalf of Employer pursuant to this Employment Agreement. Mistake
or lack of knowledge as to the status of information wrongly disclosed or used
by Employer shall not serve as a defense to this provision.
5
6
C. Rights to Publish. During the term of this Employment Agreement
and thereafter, Employee shall not produce for publication, circulation or
production any movies or writing of any kind, including but not limited to
articles, books, manuscripts and playwrights about, concerning, discussing, or
mentioning Xxxx Xxxxxx, or any person related to Xxxx Xxxxxx by blood or
marriage whether such related person is now or at a later date is deceased.
Further, Employee shall not disclose any information to any party, or consult
with any person or entity engaged in or making any efforts to publish, circulate
or produce any writing, movie or television program of any kind whatsoever
including but not limited to an article, book, manuscript, or playwright
concerning Xxxx Xxxxxx, or any person related to Xxxx Xxxxxx by blood or
marriage whether such related person is now or at a later date deceased.
D. Scope. Employee's covenant in Subsection 11(B) above not to
disclose Confidential Information shall not apply to information which, at the
time of such disclosure, may be obtained from sources other than from Employer,
or its agents, lawyers or accountants, provided however, that such information
received is not received from sources which received the information in an
improper manner or against the wishes of Employer.
E. Title. All documents and other tangible or intangible property
relating in any way to the business of Employer which are conceived or generated
by Employee or come into Employee's possession during Employee's employment with
Employer shall be and remain the exclusive property of Employer, and Employee
agrees to return immediately to Employer, upon its request, all such documents
and tangible and intangible property, including, but not limited to, all
records, manuals, books, blank forms, documents, letters, memoranda, notes,
notebooks, reports, data, tables, magnetic tapes, computer disks, calculations
or copies thereof, which are the property of Employer and which relate in any
way to the business, employees, customers, products, services, practices or
techniques of Employer, as well as all other property of Employer, including but
not limited to, all documents which in whole or in part contain any Confidential
Information of Employer which in any of these cases are in Employee's possession
or under Employee's control.
F. Compelled Disclosure. In the event a third party seeks to compel
disclosure of Confidential Information by Employee by judicial or administrative
process, Employee shall promptly notify Employer of such occurrence and furnish
to Employer a copy of the demand, summons, subpoena or other process served upon
Employee to compel such disclosure, and will permit Employer to assume, at its
expense, but with Employee's cooperation, defense of such disclosure demand. In
the event that Employer refuses to contest such a third party disclosure demand
under judicial or administrative process, or a final judicial judgment is issued
compelling Employee to disclose Confidential Information, Employee shall be
entitled to disclose such information in compliance with the terms of such
administrative or judicial process or order.
12. Reasonableness of Terms. The Employer and the Employee stipulate
and agree that the terms and covenants contained in Section 10 and Section 11
herein are fair and reasonable in all respects, including the time period and
geographical coverage in Section 10, that these restrictions are designed for
the reasonable protection of the Employer's business and Employer's legitimate
interests therein, do not stifle the inherent skills or experience of Employee
and would not operate as a bar to Employee's sole means of earning wages. In the
event that these restrictions are found to be overly broad or unreasonable, the
Employer and the Employee agree that such restrictions shall be severable and
enforceable on such modified terms as may be deemed reasonable and enforceable
by a court of competent jurisdiction.
6
7
13. Representations and Warranties.
Employee hereby represents and warrants to Employer, and its affiliated
or related entities that:
A. the execution, delivery and performance by Employee of this
Employment Agreement will not conflict with, violate the terms of or create a
default under any other agreement by which Employee is bound, including without
limitation Employee's present employment or similar agreements, whether oral or
written;
B. no Gaming Authority or other Governmental Authority has ever
denied or otherwise declined to issue any gaming license or related
authorization applied for by Employee;
C. Employee is not aware of any facts which, if known to any Gaming
Authority or other Governmental Authority, would cause the refusal of his
application for, or renewal of, any gaming licenses required to be obtained by
Employee pursuant to Section 7 of this Employment Agreement;
D. Employee is not aware of any mental, physical or emotional
condition which currently affects Employee, and which might result in Employee's
being unable to carry out all of his duties, obligations and responsibilities
set forth herein;
E. Employee understands and agrees that Employer is entering into
this Employment Agreement in strict reliance upon the representations and
warranties of Employee set forth herein, and that a breach of any of said
representations and warranties by Employee would constitute a default hereunder;
and
F. Employee has received and reviewed Employer's current vacation
policy and understands and agrees to its terms.
14. Entire Agreement. This Employment Agreement constitutes the entire
agreement of the parties hereto with respect to the subject matter set forth
herein, and supersedes any and all previous oral or written agreements,
understandings or discussions between the parties hereto with respect to the
subject matter set forth herein and the employment of Employee.
15. All Amendments in Writing. This Employment Agreement may be amended
only pursuant to a written instrument executed by Employer and Employee. It
shall not be reasonable for either Employer or Employee to rely on any oral
statements or representations by the other party that are in conflict with the
terms of this Employment Agreement.
7
8
16. Arbitration. In the event of any dispute or controversy between
Employer and Employee with respect to any of the matters set forth herein, both
Employer and Employee agree to submit such dispute or controversy to binding
arbitration, to be conducted in Las Vegas, Nevada pursuant to the then
prevailing rules and regulations of the American Arbitration Association. In
such arbitration, the prevailing party shall be entitled, in addition to any
award made in such proceeding, to recover all of its costs and expenses incurred
in connection therewith, including, without limitation, attorneys' fees. This
provision does not in any way affect Section 23 of this Employment Agreement.
17. Governing Law. This Employment Agreement shall be governed and
construed in accordance with the internal laws of the State of Illinois. The
terms of this Employment Agreement are intended to supplement but not displace
the parties' respective rights under the Illinois Trade Secrets Act, 765 ILCS
1065/1, et seq., as amended, and any similar laws adopted in Nevada, Indiana,
Mississippi or Louisiana.
18. Notices. All notices required or desired to be given under this
Employment Agreement shall be in writing and shall be deemed to have been duly
given (i) on the date of service if served personally on the party to whom
notice is to be given, (ii) on the date of receipt by the party to whom notice
is to be given if transmitted to such party by telefax, provided a copy is
mailed as set forth below on the date of transmission, or (iii) on the third day
after mailing if mailed to the party to whom notice is to be given by registered
or certified mail, return receipt requested, postage prepaid, to at the
following addresses, or to such other address as may be provided from time to
time by one party to the other:
If to Employer: Empress Casino Joliet Corporation
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Attn: Sr. Vice President & General Manager
If to Employee: Xx. Xxxxxxx Xxxxxxx
Highpoint Community
0000 Xxxxx Xxxxxxxxx Xxxxx
Xxxxxxxxx 000
Xxxxxxxxxx, Xxxxxxxx 00000
19. Assignment. This Employment Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective heirs,
successors, administrators and assigns. Notwithstanding the foregoing, Employee
understands and agrees that the nature of this Employment Agreement is a
personal services agreement, and that Employer is entering into this Employment
Agreement based upon the specific services to be rendered personally by Employee
hereunder; and accordingly, Employee shall not assign, transfer or delegate in
any manner any of his duties, responsibilities or obligations hereunder.
8
9
20. No Third Party Beneficiaries. This Employment Agreement is solely
for the benefit of Employee, Employer, Employer's affiliated or related
companies and Employee's majority owner Xxxx Xxxxxx and his heirs, and in no
event shall any other person or entity by deemed or construed as a third party
beneficiary of any of the provisions or conditions set forth herein.
21. Waiver. No waiver of any term, condition or covenant of this
Employment Agreement by a party shall be deemed to be a waiver of any subsequent
breaches of the same or other terms, covenants or conditions hereof by such
party.
22. Construction. Whenever possible, each provision of this Employment
Agreement shall be interpreted in such a manner as to be effective or valid
under applicable law, but if any provision of this Employment Agreement shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this
Employment Agreement. Without limiting the generality of the foregoing, if any
court determines that the term or the business or geographic scope of the
covenants contained in Subsections 10(A) or 10(B) is impermissible due to the
extent thereof, said covenant shall be modified to reduce its term and/or
business or geographic scope, as the case may be, to the extent necessary to
make such covenant valid, and said covenant shall be enforced as modified.
23. Withholding. Employer shall withhold from any payments due to
Employee hereunder, all taxes, FICA or other amounts required to be withheld
pursuant to any applicable law.
24. Injunctive Relief. Employee and Employer each acknowledge that the
provisions of Sections 10 and 11 are reasonable and necessary, that the damages
that would be suffered as a result of a breach or threatened breach by Employee
of Sections 10 and/or 11 may not be calculable, and that the award of a money
judgment to Employer for such a breach or threatened breach thereof by Employee
would be an inadequate remedy. Consequently, Employee agrees that in addition to
any other remedy to which Employer may be entitled in law or in equity, the
provisions of Sections 10 and 11 may be enforced by Employer by injunctive or
other equitable relief, including a temporary and/or permanent injunction
(without proving a breach thereof), and Employer shall not be obligated to post
bond or other security in seeking such relief. Employee hereby waives any and
all objections he may have and consents to the jurisdiction of any state or
federal court located in the States of Nevada, Mississippi, Illinois, Indiana or
Louisiana and hereby waives any and all objections to venue.
25. Counterparts. This Employment Agreement may be executed in any
number of counterparts, each of which shall be deemed an original but all of
which together shall constitute a single instrument.
9
10
IN WITNESS WHEREOF, the undersigned have executed this Employment
Agreement as of the day and year first above written.
"EMPLOYER"
By:
------------------------------------
Xxxxx Xxxxxxxx
Xx. Vice President & General Manager
"EMPLOYEE"
----------------------------------------
Xxxxxxx Xxxxxxx
10
11
EXHIBIT A
DEFINITIONS
All capitalized terms referenced or used in this Employment Agreement
and not specifically defined therein shall have the meaning set forth below in
this Exhibit A, which is attached to and made a part of this Employment
Agreement for all purposes.
Gaming Authorities. The term "Gaming Authorities" shall mean all
agencies, authorities and instrumentalities of any state, nation (including
Native American nations) or other governmental entity or any subdivision
thereof, regulating gaming or related activities in the United States or any
state or political subdivision thereof, including, without limitation, the
Nevada, Illinois, Indiana, Mississippi and Louisiana gaming commissions.
Governmental Authority. The term "Governmental Authority" means the
governments of (i) the United States of America, (ii) the State of Mississippi,
(iii) Tunica County, (iv) the State of Louisiana, (v) Bossier City, Louisiana,
(vi) the State of Illinois, (vii) Joliet, Illinois, (viii) the State of Indiana,
(ix) Hammond, Indiana and (x) any other political subdivision of any state of
the United States in which a casino facility is operated by Employer and any
court or political subdivision, agency, commission, board or instrumentality or
officer thereof, whether federal, state or local, having or exercising
jurisdiction over Employer or a facility operated by Employer, and including,
without limitation, any Gaming Authority.
11
12
ADDENDUM
The following is an addendum to the Employment Agreement dated June 19,
2000, entered into by and between Empress Casino Joliet Corporation ("Employer")
and Xxxxxxx Xxxxxxx ("Employee").
Any and all terms utilized in this addendum which are defined in the
Employment Agreement shall have the meaning attributed to them in the Employment
Agreement. The contents of this addendum are an integral part of the Employment
Agreement and should there be any conflict in terms and conditions, this
addendum shall control.
Employer and Employee agree as follows:
1. Position To Be Held By Employee. Effective January 29, 2001,
Employee is hereby employed by Employer to serve and act as the
Senior Vice President & General Manager and shall perform each and
all of the duties and shall have all of the responsibilities
customarily incident to the position of Senior Vice President &
General Manager and such other duties as may be reasonably requested
by the President of the Employer. Employee shall at all times report
directly to and take directives from the President of Employer.
2. Employee's Base Compensation. Effective January 29, 2001, Employee's
Base Compensation shall be Two Hundred Thousand Dollars
($200,000.00) per year.
All terms and conditions of the Employment Agreement not modified by
this addendum shall remain in full force and effect.
By their signatures below, the parties to this addendum to the
Employment Agreement agree to its terms and conditions.
EMPLOYER EMPLOYEE
By:
-------------------------------- ------------------------------------
Its: Xxxxxxx Xxxxxxx
-------------------------------
Date: Date:
------------------------------- ------------------------------
12
