EMPLOYMENT AGREEMENT
Execution
Copy
THIS
EMPLOYMENT AGREEMENT (“Agreement”)
is
made this 24th day of June, 2008 by and between NeoGenomics, Inc. a Nevada
corporation ("Employer"
and
collectively with any entity that is wholly or partially owned by the Employer,
the “Company”),
00000
Xxxxxxxxxxxx Xxxxx, Xxxxx #0, Xxxx Xxxxx, Xxxxxxx 00000 and Xxxxxx X. Xxxxxx
(“Employee”),
an
individual who resides at 00000 Xxxxxxxx Xxxxxx, Xxxx Xxxxx, XX 00000, and
is
effective as of the date set forth below.
RECITALS:
WHEREAS,
The
Company is engaged in the business of providing genetic and molecular diagnostic
testing services to doctors, hospitals and other healthcare institutions;
and
WHEREAS,
The
Employee has been employed by the Employer for the last three years and the
parties desire to renew the Employee’s employment contract, and the Employee is
willing to continue to be employed by the Employer, and the Employer is willing
to continue to employ the Employee, in accordance with the terms, covenants,
and
conditions as set forth in this Agreement.
Now,
therefore, in consideration of the mutual promises set forth herein and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Employer and the Employee agree as follows:
1. Employment
Period.
Subject
to the terms and conditions set forth herein and unless sooner terminated as
hereinafter provided, Company shall employ Employee and Employee agrees to
serve
as an employee of Company for a four-year period, beginning on July 1, 2008
(the
“Effective
Date”)
to and
including the 4th
anniversary of the Effective Date (the “Initial
Employment Term”),
and
after the Initial Employment Term, the Agreement shall automatically renew
for
consecutive one year periods (“renewal
term”),
unless a written notice of a party’s intention to terminate this Agreement at
the expiration of the Initial Employment Term (or any renewal term) is delivered
by either party at least one (1) month prior to the expiration of the Initial
Employment Term or any renewal term, as applicable. For purposes of this
Agreement, the Initial Employment Term and any renewal term thereof are
collectively referred to herein as the “Employment
Period”
or
the
“Term”.
This
Agreement shall supersede all previous agreements between the Employer and
the
Employee and shall take priority over all previous agreements relating to the
subject matter of this Agreement, provided, however, that all prohibitions
against Employee misappropriating or misusing confidential information, trade
secrets and soliciting clients of Employer and/or competing with Employer after
termination shall continue to be enforceable back to the original date of
execution of such other agreements.
2. Employment
and Duties.
The
Employer shall employ the Employee as an employee at will, as such term is
construed under Florida law in the capacity of Director of Finance and Principle
Accounting Officer. The Employee accepts this employment, subject to the general
supervision of and pursuant to the orders and direction of the Employer. The
Employee shall perform such duties as are customarily performed by one holding
such positions in the same or similar businesses or enterprises as that engaged
in by the Employer. The Employee shall also render such other and unrelated
services and duties as the Employer may assign from time to time. The Employee
will report to the Company’s Chief Financial Officer and if there is no Chief
Financial Officer, then to the Chief Executive Officer, and if there is not
Chief Executive Officer, then to the President.
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3. Compensation
and Benefits of the Employee.
The
Employer shall compensate Employee for Employee's services rendered under this
Agreement as follows:
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a.
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Base
Salary.
Unless otherwise adjusted by the Employee’s supervisor or the Compensation
Committee of the Board of Directors of the Company (the “Board”),
beginning on the Effective Date, Employee shall be paid a base salary
by
Employer equating to $150,000 per annum. Such Base Salary will be
paid at
such times as is consistent with normal Company policy. Employee
understands that he will not be eligible for a further increase in
Base
Salary until 24 months from the Effective
Date.
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b.
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Bonus.
Employee will be eligible for an annual cash bonus based on performance.
The amount of such bonus shall be based on the available resources
of the
Company and shall be at the discretion of the Compensation Committee
of
the Board of Directors.
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c.
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Benefits.
Employee will be entitled to participate in and the Company shall
pay for
all medical and other benefits that the Company has established for
employees of the Company, including, but not limited to one hundred
percent (100%) of any health insurance premium for the Employee in
accordance with the Company’s policy for such reimbursement as well as any
other benefits established for officers of the Company by the Board
of
Directors. All benefits that may be payable by the Company are identified
in the Employee Handbook and are subject to change without notice
or
explanation.
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d.
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Stock
Options.
On the Effective Date, the Employee will be granted an option to
purchase
100,000 shares of the Company’s common stock (the “Options”)
on the terms and conditions listed below. Such Options will have
a strike
price of $1.01/share and the vesting and other terms of such Options
shall
be as outlined below.
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1.) Time-based
Options
- 48,000
of such options will be time-based options and will vest 1,000 options per
month
on the last day of each month over the four years of the Initial Employment
Term.
2.) Performance-based
Options
- 52,000
of such options will be performance-based options and will vest according to
the
schedule outlined below. Employee understands and acknowledges that if the
performance metrics for any given year are not met, then such options shall
be
forfeited and may not be rolled into successive years.
Vesting
of Performance-Based Options
| 6,500 |
if
the Company achieves the consolidated revenue goal for FY 2008 outlined
by
the Board of Directors as part of the Company’s FY 2008 budget after
excluding
the effects of any Revenue Exclusions for such fiscal year and;
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| 6,500 |
if
the Company achieves the consolidated net income goal for FY 2008
outlined
by the Board of Directors as part of the Company’s FY 2008 budget
after
excluding the effects of any Net Income Exclusions for such fiscal
year;
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| 6,500 |
if
the Company achieves the consolidated revenue goal for FY 2009 outlined
by
the Board of Directors as part of the Company’s FY 2009 budget after
excluding
the effects of any Revenue Exclusions for such fiscal year and;
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| 6,500 |
if
the Company achieves the consolidated net income goal for FY 2009
outlined
by the Board of Directors as part of the Company’s FY 2009 budget
after
excluding the effects of any Net Income Exclusions for such fiscal
year;
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| 6,500 |
if
the Company achieves the consolidated revenue goal for FY 2010 outlined
by
the Board of Directors as part of the Company’s FY 2010 budget after
excluding
the effects of any Revenue Exclusions for such fiscal year and;
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| 6,500 |
if
the Company achieves the consolidated net income goal for FY 2010
outlined
by the Board of Directors as part of the Company’s FY 2010 budget
after
excluding the effects of any Net Income Exclusions for such fiscal
year;
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| 6,500 |
if
the Company achieves the consolidated revenue goal for FY 2011 outlined
by
the Board of Directors as part of the Company’s FY 2011 budget after
excluding the effects of any Revenue Exclusions for such fiscal year
and;
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| 6,500 |
if
the Company achieves the consolidated net income goal for FY 2011
outlined
by the Board of Directors as part of the Company’s FY 2011 budget
after
excluding the effects of any Net Income Exclusions for such fiscal
year;
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All
Options awarded pursuant to this paragraph will be Incentive Stock
Options
(ISOs) to the extent allowable under current SEC and IRS
guidelines,
and that the remainder, if any, will be in the form of non-qualified
stock
options.
The grant of these time-based options will be made pursuant to the
Company
Stock Option Plan and will be evidenced by a separate Option Agreement,
which the Company will execute within sixty (60) days of the date
of this
Agreement, provided that it has received an executed copy of the
Company’s
Confidentiality, Non-Competition and Non-Solicitation Agreement from
the
Employee. So long as the Employee remains employed by the Company,
such
time-based options will have a seven-year term with which to be exercised
from the grant date. The
Employee understands that upon termination of his employment, he
will only
have up to ninety (90) days to exercise any vested options.
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e.
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Revenue
and Net Income Exclusions Defined.
For the purposes of Section 3d above, to the extent the Company acquires
any companies or businesses during any given fiscal year and the
financial
impact of such acquisition was not previously factored into the annual
operating budget approved by the Board of Directors, the following
revenue
and net income adjustments shall be made to the Company’s fiscal results
in measuring whether or not the Company has met or exceeded the specific
performance targets outlined in Sections
3d.
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1.)
“Revenue
Exclusions”
shall be defined as the pro rated annualized quarterly GAAP revenue
of any
company or business acquired by the Company for the most recent fiscal
quarter prior to the date such company or business is acquired by
the
Company. Such annualized quarterly revenue shall be prorated by
multiplying the total annualized quarterly revenue described above
by a
fraction, the numerator of which is the number of days of the financial
results of the acquired business or company that are included in
the
Company’s financial results during the fiscal year in question, and the
denominator of which is 365.
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2.)
“Net
Income Exclusions”
shall be defined as the pro rated annualized quarterly GAAP net income
of
any company or business acquired by the Company for the most recent
fiscal
quarter prior to the date such company or business is acquired by
the
Company. Such annualized quarterly net income shall be prorated by
multiplying the total annualized quarterly net income described above
by a
fraction, the numerator of which is the number of days of the financial
results of the acquired business or company that are included in
the
Company’s financial results during the fiscal year in question, and the
denominator of which is 365. Net
income exclusions shall also include a) any non-cash stock compensation
expenses over and above what was included in any budget, and b) any
extraordinary or non-recurring expenses that were not included in
the
budget for any given year and in the reasonable judgment of the
Compensation Committee could not have been foreseen by Management
during
the process to set the budget for such
year.
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f.
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Paid
Time-Off and Holidays.
Employee’s paid time-off (“PTO”)
and holidays shall be consistent with the standards set forth in
the
Employee Handbook, as revised from time to time or as otherwise published
by the Company. Notwithstanding the previous sentence, Employee
will be eligible for four (4) weeks of paid time off (PTO)/year (160
hours), which will accrue on a pro-rata basis throughout the year,
provided, however, that it is the Company’s policy that no more than forty
(40) hours of paid time-off can be accrued and carried forward for
any
given employee as of the anniversary of their employment date in
any given
year. Thus, when accrued PTO reaches two hundred (200) hours, Employee
will cease accruing PTO until accrued PTO is one hundred sixty (160)
hours
or less - at which point Employee will again accrue PTO until he
reaches
two hundred (200) hours. In addition to paid time off, there are
also six
(6) paid national holidays and two (2) “floater” days available to Company
employees. Employee
agrees to schedule such paid time-off so that it minimally interferes
with
the Company’s operations. Such PTO does not include Board of Directors
excused absences.
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g.
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Reimbursement
of Normal Business Expenses.
The Company will reimburse all normal business expenses of the Employee
not covered by the above paragraphs, including, but not limited to,
cell
phone expenses and business related travel, meals and entertainment
expenses in accordance with the Company’s polices for such
reimbursement.
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4. Best
Efforts of the Employee and Place of Employment. Employee
agrees to perform all of the duties pursuant to the express and implicit terms
of this contract to the reasonable satisfaction of Employer. Employee further
agrees to perform such duties faithfully and to the best of his ability, talent,
and experience, and devote his full-working time and attention on Employer's
business (at least forty (40) hours per week). Employee shall render such duties
at the Employer’s primary place of business in Fort Xxxxx, FL or such other
place or places as the interest, needs, business, or opportunity of Employer
shall require.
5. Termination. The
parties agree that any termination of the Employee under this Agreement will
be
governed as follows:
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a.
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By
the Company for Cause.
The Company shall have the right to terminate this Agreement and
to
discharge the Employee for Cause (as defined below), at any time
during
the Employment Period. For the purposes of this Agreement, the Company
shall have “Cause” to terminate the Employee’s employment hereunder
upon:
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(i)
failure
to materially perform and discharge the duties and responsibilities of
Employee
under this Agreement after receiving written notice and allowing Employee
ten
(10) business days to create a plan to cure such failure(s), such plan
being
acceptable to the Board of Directors, and a further thirty (30) days to
cure
such failure(s), if so curable, provided,
however,
that
after one such notice has been given to Employee and the thirty (30) day
cure
period has lapsed, the Company is no longer required to provide time to
cure
subsequent failures under this provision, or
(ii)
any
breach by Employee of the material provisions of this Agreement; or
(iii)
misconduct
which, in the good faith opinion and sole discretion of the Board of Directors,
is injurious to the Company; or
(iv)
felony
conviction involving the personal dishonesty or moral turpitude of Employee;
or
a determination by the Board, after consideration of all available information,
that Employee has willfully and knowingly violated Company policies or
procedures involving discrimination, harassment, or work place violence; or
(v)
engagement
in illegal drug use or alcohol abuse which prevents Employee from performing
his
duties in any manner, or
(vi)
any
misappropriation, embezzlement or conversion of the Company’s opportunities or
property by the Employee; or
(vii)
willful
misconduct, recklessness or gross negligence by the Employee in respect of
the
duties or obligations of the Employee under this Agreement and/or the
Confidentiality, Non-Solicitation or Non-Competition Agreement.
Any
termination for Cause pursuant to this Section shall be given to the Employee
in
writing and shall set forth in detail all acts or omissions upon which the
Company is relying to terminate the Employee for Cause. If an Employee is
terminated for Cause, the Employee shall only be entitled to receive his accrued
and unpaid Salary, bonus and other benefits through the termination date and
the
Company shall have no further obligations under this Agreement from and after
the date of termination.
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b.
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Termination
by Company Without Cause.
At any time during the Employment Period, the Company shall have
the right
to terminate this Agreement and to discharge the Employee without
Cause
effective upon delivery of written notice to the Employee. If the
Company
terminates the Employee without “Cause” for any reason, then the Company
agrees that as severance it will continue to pay the Executive’s Base
Salary in accordance with Section 3a. and maintain the Executive’s
employee benefits in accordance with Section 3c. (the “Severance
Payments”)
for six (6) months from the notice of termination. Employee further
agrees
that in the event that he obtains employment during any period where
Severance Payments are being made, he will promptly notify the Company.
Provided that such employment does not violate the terms of the
Confidentiality, Non-Solicitation and Non-Competition Agreement,
such
severance payments will continue to be paid. If a termination of
the
Employee by the Company Without Cause shall occur at anytime, than
the pro
rata portion of any unvested Time-based options (as specified in
Section
3d(1)) up until the date of the Employee’s termination that were due to
vest in the year of the Employee’s termination shall vest. Other than as
set forth in the immediately preceding three sentences, the Company
shall
have no further salary or bonus payment or other benefits obligations
under this Agreement after the date of termination; provided,
however,
that the Employee shall only be entitled to continuation of the Severance
Payments as long as he is in compliance with the provisions of the
Confidentiality, Non-Compete and Non-Solicit Agreement, which is
part of
this Agreement.
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The
Employee acknowledges and agrees that any and all payments to which he would
be
entitled under this Paragraph 5b are conditioned upon and subject to his
execution of a general waiver and release, in such reasonable form as counsel
for the Company shall determine,
of all claims the Employee has or may have against the Company.
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c.
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By
Resignation of the Employee.
The Employee may terminate his employment hereunder, upon giving
sixty
(60) days written notice to the Company. The Employee agrees that
during
such sixty (60) day period no more than one week of unused vacation
may be
utilized and that all other unused vacation up to the time of termination
shall be forfeited. In the event of such a termination, the Employee
shall
comply with any reasonable request of the Company to assist in providing
for an orderly transition of authority, but such assistance shall
not
delay the Employee’s termination of employment longer than sixty (60) days
beyond the Employee’s original notice of termination. Upon such a
termination, the Employee shall become entitled to any accrued but
unpaid
salary and other benefits up to and including the date of termination.
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d.
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Disability
of the Employee.
This Agreement may be terminated by the Company upon the Disability
of the
Employee. "Disability" shall mean any mental or physical illness,
condition, disability or incapacity which prevents the Employee from
reasonably discharging his duties and responsibilities under this
Agreement for a period of ninety (90) days in any one hundred eighty
(180)
day period. In the event that any disagreement or dispute shall arise
between the Company and the Employee as to whether the Employee suffers
from any Disability, then, in such event, the Employee shall submit
to the
physical or mental examination of a physician licensed under the
laws of
the State of Florida, who is agreeable to the Company and the Employee,
and such physician shall determine whether the Employee suffers from
any
Disability. In the absence of fraud or bad faith, the determination
of
such physician shall be final and binding upon the Company and the
Employee. The entire cost of such examination shall be paid solely
by the
Company. In the event the Company has purchased disability insurance
for
Employee, the Employee shall be deemed disabled if he is disabled
as
defined by the terms of the disability policy. On the date that the
Employee is deemed to have a Disability, this Agreement will be deemed
to
have been terminated and the Employee shall be entitled to receive
from
the Company his accrued and unpaid Base Salary, bonus and other benefits
through the termination date. If a termination of the Employee by
Disability shall occur at anytime, than the pro rata portion of any
unvested Time-based options (as specified in Section 3d(1)) up until
the
date of the Employee’s termination that were due to vest in the year of
the Employee’s termination shall vest. Other than as set forth in the
immediately preceding two sentences, the Company shall have no further
salary or bonus payment or other benefits obligations under this
Agreement
from and after the date of termination due to Disability.
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Death
of the Employee.
In
the event of the death of Employee, the employment of the Employee
by the
Company shall automatically terminate on the date of the Employee's
death
and the Company shall be obligated to pay Employee’s estate (i) the
Employee’s accrued and unpaid Base Salary, bonus and other benefits
through the termination date. If the death of the Employee shall
occur at
anytime, than the pro rata portion of any unvested Time-based options
up
until the date of the Employee’s death that were due to vest in the year
of the Employee’s death shall vest. Other than as set forth in the
immediately preceding two sentences, the Company shall have no further
obligations under this Agreement from and after the date of termination
due to the death of the Employee.
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6. Confidentiality,
Non-Compete & Non-Solicitation Agreement.
Employee
agrees to the terms of the Confidentiality, Non-Compete and Non-Solicitation
Agreement attached hereto as Addendum
A
and has
signed that Agreement. Such Confidentiality, Non-Compete & Non-Solicitation
Agreement is hereby incorporated into and part of this Agreement.
7. Importance
of Certain Clauses.
Employee
and Employer state that the covenants contained in the Confidentiality,
Non-Compete and Non-Solicitation Agreement attached hereto and incorporated
into
this Agreement are material terms of this Agreement and all parties understand
the importance of such provisions to the ongoing business of Employer. As such,
because Employer's continued business and viability depend on the protection
of
such secrets and non-competition, these clauses are interpreted by the parties
to have the widest and most expansive applicability as may be allowed by law
and
Employee understands and acknowledges his or her understanding of
same.
8. Consideration.
Employee
acknowledges and agrees that the provision of employment under this Agreement
and the execution by the Employer of this Agreement constitute full, adequate
and sufficient consideration to Employee for the Employee's duties, obligations
and covenants under this Agreement and under the Confidentiality,
Non-Competition & Non-Solicit Agreement incorporated into this
Agreement.
9. Exit
Interview.
Upon the
effective date of termination of employment (unless due to Employee’s death),
the Employee shall participate in an exit interview with Employer and certify
in
writing that the Employee has complied with his contractual obligations and
intends to comply with his continuing obligations under this Agreement,
including, but not limited to, the terms of the Confidentiality, Non-Compete
and
Non-Solicit Agreement. The Employee shall also provide the Employer with
information concerning the Employee's subsequent employer and the capacity
in
which the Employee will be employed. The Employee's failure to comply shall
be a
material breach of this Agreement, for which the Employer, in addition to any
other civil remedy, may seek equitable relief.
10. Withholding.
All
payments made to the Employee shall be made net of any applicable withholding
for income taxes and the Employee's share of FICA, FUTA or other taxes. The
Company shall withhold such amounts from such payments to the extent required
by
applicable law and remit such amounts to the applicable governmental authorities
in accordance with applicable law.
11.
Representations
of Employee.
Employee
represents and warrants to the Company that (a) nothing in his past legal and/or
work and/or personal experiences, which if became broadly known in the
marketplace, would impair his ability to serve as the Principle Accounting
Officer of a publicly-traded company or materially damage his credibility with
public shareholders; (b) that there are no restrictions, agreements, or
understandings whatsoever to which he is a party which would prevent or make
unlawful his execution of this Agreement or employment hereunder, (c) that
Employee’s execution of this Agreement and employment hereunder shall not
constitute a breach of any contract, agreement or understanding, oral or
written, to which he is a party or by which he is bound, (d) that Employee
is
free and able to execute this Agreement and to continue employment with the
Company, and (e) that Employee has not used and will not use confidential
information or trade secrets belonging to any prior employers to perform
services for Company.
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12. Effect
of Partial Invalidity.
The
invalidity of any portion of this Agreement shall not affect the validity of
any
other provision. In the event that any provision of this Agreement is held
to be
invalid, the parties agree that the remaining provisions shall remain in full
force and effect.
13.
Entire
Agreement.
This
Agreement including Addendum A reflects the complete agreement between the
parties regarding the subject matter identified herein and shall supersede
all
other previous agreements, either oral or written, between the parties. The
parties stipulate that neither of them, nor any person acting on their behalf
has made any representations except as are specifically set forth in this
Agreement and each of the parties acknowledges that it or he has not relied
upon
any representation of any third party in executing this Agreement, but rather
have relied exclusively on his own judgment in entering into this
Agreement.
14.
Assignment.
Employer
may assign its interest and rights under this Agreement at its sole discretion
and without approval of Employee to a successor in interest by Employer’s
merger, consolidation or other form of business combination with or into a
third
party where Employer’s stockholders before such event do not control a majority
of the resulting business entity after such event. All rights and entitlements
arising from this Agreement, including but not limited to those protective
covenants and prohibitions set forth in the Confidentiality, Non-Compete and
Non-Solicitation Agreement attached as Addendum A and incorporated into this
Agreement shall inure to the benefit of any purchaser, assignor or transferee
of
this Agreement and shall continue to be enforceable to the extent allowable
under applicable law. Neither this Agreement, nor the employment status
conferred with its execution is assignable or subject to transfer in any manner
by Employee.
15.
Notices.
All
notices, requests, demands, and other communications shall be in writing and
shall be given by registered or certified mail, postage prepaid, i) if to the
Company, at the Company’s then current headquarters location, and ii) if to the
Employee, at the most recent address on file with the Company for the Employee
or to such subsequent addresses as either party shall so designate in writing
to
the other party.
16. Remedies.
If any
action at law, equity or in arbitration, including an action for declaratory
relief, is brought to enforce or interpret the provisions of this Agreement,
the
prevailing party may, if the court or arbitrator hearing the dispute, so
determines, have its reasonable attorneys’ fees and costs of enforcement
recouped from the non-prevailing party.
17. Amendment/Waiver.
No
waiver, modification, amendment or change of any term of this Agreement shall
be
effective unless it is in a written agreement signed by both parties. No waiver
by Employer of any breach or threatened breach of this Agreement shall be
construed as a waiver of any subsequent breach unless it so provides by its
terms.
18. Governing
Law, Venue and Jurisdiction.
This
Agreement and all transactions contemplated by this Agreement shall be governed
by, construed, and enforced in accordance with the Laws of the State of Florida
without regard to any conflicts of laws, statutes, rules, regulations or
ordinances. Employee consents to personal jurisdiction and venue in the Circuit
Court in and for Xxx County, Florida regarding any action arising under the
terms of this Agreement and any and all other disputes between Employee and
Employer.
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19.
Arbitration. Any
and
all controversies and disputes between Employee and Employer arising from this
Agreement or regarding any other matter whatsoever shall be submitted to
arbitration before a single unbiased arbitrator skilled in arbitrating such
disputes under the American Arbitration Association, utilizing its Commercial
Rules. Any arbitration action brought pursuant to this section shall be heard
in
Fort Xxxxx, Xxx County, Florida. The Circuit Court in and for Xxx County,
Florida shall have concurrent jurisdiction with any arbitration panel for the
purpose of entering temporary and permanent injunctive relief, but only with
respect to any alleged breach of the Confidentiality, Non-Compete and
Non-Solicitation Agreement.
20. Headings.
The
titles to the paragraphs of this Agreement are solely for the convenience of
the
parties and shall not affect in any way the meaning or interpretation of this
Agreement.
21. Miscellaneous
Terms.
The
parties to this Agreement declare and represent that:
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a.
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They
have read and understand this
Agreement;
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b.
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They
have been given the opportunity to consult with an attorney if they
so
desire;
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c.
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They
intend to be legally bound by the promises set forth in this Agreement
and
enter into it freely, without duress or
coercion;
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d.
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They
have retained signed copies of this Agreement for their records;
and
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e.
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The
rights, responsibilities and duties of the parties hereto, and the
covenants and agreements contained herein, shall continue to bind
the
parties and shall continue in full force and effect until each and
every
obligation of the parties under this Agreement has been
performed.
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22. Counterparts.
This
Agreement may be executed in counterparts and by facsimile, or by pdf, each
of
which shall be deemed an original for all intents and purposes.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
written above.
| /s/ Xxxxxx X. Xxxxxx | |
| Xxxxxx X. Xxxxxx | |
| NEOGENOMICS, INC. | |
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/s/
Xxxxxx X. Xxxxx
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Xxxxxx
X. Xxxxx
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Acting
Principal Financial Officer
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9
Addendum
A
Form
of Confidentiality, Non-Compete and Non-Solicitation
Agreement
10
