Exhibit 10.13
TRINITY MEDICAL GROUP USA, INC.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of this 1st day of June 2001and between Xxxxxxxxx
X. Xxxxxxx, residing at 00 Xxxxx Xxx., Xxx Xxxxxx, XX 00000 ("Officer "), and
TRINITY MEDICAL GROUP USA, INC., a Florida corporation, with offices at 00000
Xxxxx Xxxxxx, Xxxxx 000, Xxxxxx Xxxxx Xxxxxxxxx, XX 00000 with an executive
office at 00 Xxxxxx Xxxxxx, Xxxxx 000, XxxXxxxxx, XX 00000 (the "Company"), for
the purpose of setting forth the terms and conditions of employment by the
Company and to protect the Company's knowledge, expertise, customer
relationships and the confidential information the Company has developed
regarding clients, customers, shareholders, option holders, employees, products,
business operations and services. As of the Effective Date, this Agreement
supersedes any prior understandings or agreements between Officer , who has
served as Secretary of the Corporation, and the Company or any of the Company's
subsidiaries or affiliates.
The Board desires to provide for the continued employment of Officer (
Secretary of the Corporation) and to make certain changes in Officer's
employment arrangements with the Company which the Board has determined will
reinforce and encourage the continued attention and dedication to the Company of
Officer as a member of the Company's management, in the best interest of the
Company and its shareholders. Officer is willing to commit herself to continue
to serve the Company, on the terms and conditions herein provided, although this
Agreement may be amended at any time by written agreement among the parties.
In order to effect the foregoing, the Company and Officer wish to enter
into an employment agreement on the terms and conditions set forth below. In
consideration of the premises and the respective covenants and agreements of the
parties herein contained, and intending to be legally bound hereby, the parties
hereto agree as follows:
1. TIME AND EFFORTS
1.1 Officer shall be employed as the Company's Secretary of the Corporation
and shall devote her attention to the duties and responsibilities of Secretary
of the Corporation in furtherance of the Company's business. Subject to
consultation with, and the directions of, the Executive Committee (when such
committee is formed) or the Chairman of the Board, as the case may be, Officer
shall have full responsibility for coordinating the necessary documentation
related to agreements and services provided between the Company's affiliates in
Thailand and The Company, and serve as the Company's principal liaison between
the Company's affiliates in Thailand and The Company.
1.2 In the performance of all of her responsibilities hereunder, Officer
shall be subject to all of the Company's policies, rules, and regulations
applicable to its officers and employees generally and its Secretary of
Corporation responsibilities. Officer shall report to the Chairman of the Board
of Directors and/or directly to the Chief Executive Officer if so determined by
resolution of the Board of Directors.
1.3 Without the prior express authorization of the Board, Officer shall
not, directly or indirectly, during the Term of this Agreement engage in any
activity competitive with or adverse to the Company's business, whether alone,
as a partner or independent contractor, or as an officer, director, or employee
of any other corporation. This Agreement shall not be interpreted to prohibit
Officer from making passive personal investments, conducting private business
affairs, or engaging in educational or charitable activities, if those
activities do not materially interfere with the services required hereunder.
Subject to the reasonable prior approval of The Board, Officer may act as a
director of any profit or non-profit corporation or other business entity, if
such activity is not inconsistent with the business of the Company.
1.4 In order to induce the Company to enter into this Agreement, Officer
represents and warrants to the Company that (i) Officer is not a party or
subject to any employment agreement or arrangement with any other person, firm,
company, corporation or other business entity; and (ii) Officer is subject to no
restraint, limitation or restriction by virtue of any agreement or arrangement,
or by virtue of any law or rule of law or otherwise which would impair Officer's
right or ability to enter the employ of the Company or to perform fully her
duties and obligations pursuant to this Agreement.
2. TERM
The initial Term of this Agreement is from June 1, 2001(The "Effective
Date") until May 31, 2003; however on each anniversary of the Effective Date,
this Agreement shall be automatically renewed for a new two-year Term from such
anniversary date unless the Company notifies Officer in writing 90 days prior to
the anniversary of the Effective Date that the Company will not be renewing this
Agreement on the next anniversary of the Effective Date, or unless sooner
terminated pursuant to Section 3. References hereinafter to the "Term" of this
Agreement shall refer to both the initial term and any extended term of Officer
's employment hereunder.
3. TERMINATION
This Agreement shall be terminated upon the happening of any of the
following events:
3.1 Upon the death of Officer .
3.2 Whenever the Company and Officer shall mutually agree to termination.
3.3 At the option of the Company, upon written notice by the Company to
Officer , for Cause. "Cause" shall exist for such termination if Officer (i)
pleads or is found guilty of a felony involving an act of dishonesty or moral
turpitude by a court of competent jurisdiction; (ii) has engaged in serious
misconduct; (iii) has made any material misrepresentation or omission to the
Company under Section 1.5 hereof; (iv) has committed an unexcused material
breach of her duty in the course of Officer's employment; (v) has been guilty of
habitual neglect of her duties; (vi) has usurped a corporate opportunity, is
guilty of fraudulent embezzlement of property or funds of the Company, or
committed any act of fraud or intentional misrepresentation moral turpitude,
dishonesty or other misconduct that would constitute a felony; (vii) has
committed a material, unexcused breach of this Agreement, (viii) found to have
misrepresented any representations in qualifications and work history, or (ix)
demonstrated, by regulatory agency or independent counsel notice, a lack of
competency in primary job responsibilities.
3.4 The Company may terminate Officer's employment under this Agreement at
any time without Cause, subject to provisions for payment of compensation as
specified under Section 6.5 of this Agreement.
3.5 At the option of Officer , upon 90 days written notice by Officer to
the Company.
3.6 If as a result of Officer 's incapacity due to physical or mental
illness, Officer shall have been absent from her duties hereunder on a full-time
basis for the entire period of one month, and within 30 days after written
notice of termination is given (which may occur before or after the end of such
three-month period) shall not have returned to the performance of her duties
hereunder on a full-time basis, the Company may terminate Officer's employment
hereunder.
3.7 Upon the expiration of the Term of this Agreement, or any extension or
renewal thereof.
4. COMPANY'S AUTHORITY
The Officer agrees to observe and comply with the reasonable rules and
regulations of Company as adopted by the Board of Directors of the Company or
committee of the Board of Directors respecting performance of Officer 's duties
and to carry out and perform orders, directions, and policies of Company as they
may be, from time-to-time, stated to Officer either verbally or in writing.
5. VACATION
During each calendar year of the Term of this Agreement, Officer shall be
entitled four weeks of paid vacation, earned ratably over the Term of each
calendar year during the Term of this Agreement. Officer shall be entitled to
receive payment for accrued vacation not taken during each calendar year during
the Term of this Agreement or may accrue such vacation for use in a subsequent
calendar year; however Officer shall be subject to a maximum of six weeks of
accrued vacation.
6. CURRENT COMPENSATION
6.1 ANNUAL SALARY. For all services rendered by Officer under this
Agreement, the Company shall pay or cause to be paid to Officer and Officer
shall accept the annual Salary and Incentive Compensation, if any, all in
accordance with the subject to the terms of this Agreement. For purposes of this
Agreement, the term "Compensation" shall mean the Annual Salary and Incentive
Compensation, if any. Officer shall be entitled to receive as current
compensation an annual salary in an amount of not less than $99,000 per annum,
subject to annual cost of living increases at no less than 10% per year
(hereinafter referred to as the "Annual Salary"). References in this Agreement
to "annual" or "per annum" or "Annual" and similar phrases shall mean the
twelve-month period commencing on June 1 of each year during the Term of this
Agreement unless otherwise indicated.
6.2 INCENTIVE COMPENSATION. In addition, Officer shall be entitled to
annual Incentive Compensation as dictated by the Compensation Committee of the
Board of Directors, when such committee is formed.
6.3 401(K) PLAN. Officer shall be entitled to participate in the Company's
401(k) or other similar retirement benefit plan or Executive Deferral Plan when
such plan is created.
6.4 PAYMENTS OF CURRENT COMPENSATION. The payment of Officer 's Annual
Salary shall be made in semi-monthly installments on the then prevailing paydays
of the Company. Any payment for Incentive Compensation will be made as dictated
by the Compensation Committee of the Board of Directors, when such committee is
formed, and payment will be made in one lump sum concurrently with payments made
to others in senior
management. All payments are subject to the customary withholding tax and other
employment taxes as required with respect to compensation paid to an employee.
6.5 PAYMENT OF COMPENSATION ON TERMINATION.
6.5.1 Upon termination of Officer's employment by the Company prior to the
expiration of this Agreement, if such termination is pursuant to Section 3.1,
3.2, 3.5, 3.6, or 3.7 hereof, Officer shall be entitled to any Annual Salary and
vacation accrued but unpaid through the date of termination of employment,
payable on the date of termination.
6.5.2 Upon termination of Officer 's employment prior to the expiration of
this Agreement, if such termination is pursuant to Section 3.4 hereof, Officer
shall be entitled to any Annual Salary and vacation accrued but unpaid through
the date of termination of employment, payable on the date of termination, and
payments of Annual Salary for the number of months remaining in the Term of this
Agreement prior to such termination, payable in semi-monthly installments on the
then prevailing pay days of the Company to the estate of Officer for such number
of months. Officer shall have no obligation to mitigate her damages.
7. DETERMINATION OF DISABILITY; PAYMENT OF DISABILITY INSURANCE PREMIUMS
7.1 In the event Officer 's disability, as defined in Section 3.6, is in
question, and after written request by the Company, Officer refuses to be
examined by her regularly attending physician or if the regularly attending
physician fails to submit a report within 30 days after the examination has been
requested by the Company, the determination of disability shall be made by the
Company.
7.2 The Officer is entitled to receive the disability benefits available to
all executive employees of the Company. In the event of Officer 's disability,
as defined in Section 3.6, Officer shall be entitled to receive all of the
benefits of such existing long-term disability policy benefits payable to her
under any policy maintained by the Company.
8. MISCELLANEOUS BENEFITS
8.1 MEDICAL INSURANCE. Officer and her family shall be entitled to
participate in any medical, dental, vision, life, long-term disability, other
insurance or employee benefit program instituted or maintained by the Company
for the benefit of its executive employees. If no such insurance or employee
benefit program exists, the Company shall pay the future premiums related to
Officer's current insurance policies.
8.2 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT WITHOUT CAUSE. If
Officer's employment with the Company is terminated without cause, the Company
agrees that Officer shall be entitled to continued compensation as if Officer
were still actively employed by the Company, for the remainder of the Term of
this Agreement. If applicable law or the terms and conditions of such plans do
not permit Officer to be covered with respect to any benefit under this
Agreement as if Officer were still actively employed by the Company, the Company
agrees to pay Officer an amount equal to what the Company would have paid to
maintain such benefits if Officer were still employed by the Company for the
remainder of the Term of this Agreement.
8.3 BUSINESS EXPENSES. Officer shall be reimbursed for all reasonable
expenses incurred by Officer in connection with Officer's attendance of business
meetings and promotion of Company business upon presentation by Officer to the
Company of an expense report and adequate records or other documentation
substantiating the expenditures, not less frequently than monthly. Any such
amounts disallowed as a business expense for federal or state income tax
purposes shall be deemed additional salary to Officer . The fact that the
Company may not reimburse Officer for an expense is not an indication that the
Company determined that the expense was not incurred on its behalf or in
connection with the Company's business.
8.4 LIFE INSURANCE. During the Term of this Agreement, the Company shall
pay for and maintain on a continuous basis, life insurance in the amount of
$350,000 on the life of Officer naming Officer's estate as beneficiary.
8.5 RELOCATION ALLOWANCES. Upon the request by the company for the Officer
to relocate her permanent residence, the Company shall pay for all moving cost
plus an allowance of $10,000 for the relocation.
8.6 ADDITIONAL BENEFITS. Officer shall be entitled to participate in all
programs, rights and benefits for which Officer is otherwise entitled to any
bonus plan, incentive plan, participation plan or extra compensation plan,
pension plan, profit sharing plan, life, medical, dental, disability or other
insurance plan or policy or other plan or benefit the Company may provide for
senior executives or for employees of the Company generally from time to time in
effect during the term of this Agreement. For the avoidance of doubt, the rights
granted or afforded to Officer under any such plans shall be not less than the
most favorable rights and highest amounts granted to employees of similar or
lower position with the Company and on terms at least as favorable.
9. RESTRICTIVE COVENANTS
9.1 CONFIDENTIAL INFORMATION. Officer acknowledges that in her employment
hereunder she occupies a position of trust and confidence. During the Term, and
thereafter in accordance with the provisions of this Agreement, Officer shall
not, except as may be required to perform her duties hereunder as required by
applicable law, and except for information which is or becomes publicly
available other than as a result of a breach by Officer of the provisions
hereof, disclose to others or use, whether directly or indirectly, any
Confidential Information. Confidential Information" shall mean information about
the Company, its subsidiaries and affiliates, and their respective suppliers,
clients and customers that is not disclosed by the Company for financial
reporting purposes and that was learned by Officer in the course of her
employment hereunder, including (without limitation) proprietary knowledge,
trade secrets, market research, data, formulae, information and supplier, client
and customer lists and all papers, resumes, and records (including computer
records) of the documents containing such Confidential Information. Officer
agrees to deliver or return to the Company, at the Company's request at any time
or upon termination or expiration of her employment, or as soon thereafter as
possible, all documents, computer tapes and disks, records, lists, data,
drawings, prints, notes and written information (and all copies thereof)
furnished by the Company or any of its subsidiaries affiliates or prepared by
Officer during the Term of her employment by the Company. The obligations hereof
shall not apply to any information which is or becomes public or in the public
domain by action of the Company or through no fault of Officer.
9.2 BUSINESS DIVERSION. During the term and for 30 months thereafter,
Officer shall not, directly or indirectly, influence or attempt to influence
customers or suppliers of the Company or any of its subsidiaries or affiliates
to divert their business to any competitor of the Company.
9.3 NON-SOLICITATION. Officer recognizes that she will possess confidential
information about other employees of the Company and its subsidiaries and
affiliates relating to, among other things, their education, experience, skills,
abilities, compensation and benefits, and interpersonal relationships with
suppliers and customers of the Company. Officer recognizes that the information
she will possess about these other employees is not generally known, is of
substantial value to the Company, and will be acquired by her because of her
business position with the Company. Officer agrees that, during the Term and for
12 months thereafter, she will not, directly or indirectly, solicit or recruit
any employee of the Company, its subsidiaries or affiliates for the purpose of
being employed by her or by any other person on whose behalf she is acting as an
agent, representative or employee and that she will not convey any such
confidential information or trade secrets about other employees of the Company,
its subsidiaries or affiliates to any other person.
9.4 If Officer breaches, or threatens to commit a breach of, any of the
provisions of Section 9 (the "Restrictive Covenants"), the Company and its
subsidiaries shall have the right to the following:
9.4.1 SPECIFIC PERFORMANCE. The right and remedy to have the
Restrictive Covenants specifically enforced by any court of competent
jurisdiction, it being agreed that any breach or threatened breach of the
Restrictive Covenants would cause irreparable injury to the Company or its
subsidiaries and that money damages would not provide an adequate remedy to the
Company or its subsidiaries.
9.4.2 ACCOUNTING. The right and remedy to require Officer to account
for and pay over to the Company or its subsidiaries, as the case may be, all
compensation, profits, monies, accruals, increments or other benefits derived or
received by Officer as a result of any transaction constituting a breach of the
Restrictive Covenants.
9.4.3 SEVERABILITY OF RESTRICTIVE COVENANTS. Officer acknowledges and
agrees that the Restrictive Covenants are reasonable and valid in geographic and
temporal scope and in all other respects. If any court determines at any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full effect without regard to the invalid provisions.
9.4.4 BLUE PENCILING. If any court determines that any of the
Restrictive Covenants, or any part thereof, is unenforceable because of the
duration or geographic scope or such provision, such court shall have the power
to reduce the duration or scope of such provision, as the case may be, and, in
its reduced form, such provision shall not be enforceable.
9.4.5 ENFORCEABILITY OF JURISDICTIONS. The obligations in this Section
9 shall survive the termination of Officer's employment or expiration of this
Agreement and shall be fully enforceable thereafter. Officer intends to and
hereby confers jurisdiction to enforce the Restrictive Covenants upon the courts
of any jurisdiction within the geographic scope of such Restrictive Covenants.
If the courts of any one or more of such jurisdictions hold the Restrictive
Covenants unenforceable by reason of the breadth of such scope or otherwise, it
is the intention of Officer that such determination not bar or in any way affect
the right of the Company or its
subsidiaries to the relief provided above in the
courts of any other jurisdiction within the geographic scope of such Restrictive
Covenants, as to breaches of such Restrictive Covenants in such other respective
jurisdictions, such Restrictive Covenants as they relate to each jurisdiction
being, for this purpose, severable into diverse and independent Restrictive
Covenants.
10. DISPUTE RESOLUTION
The parties agree that any dispute that may arise in connection with,
arising out of or relating to this Agreement, or any dispute that relates in any
way, in whole or in part, to Officer's employment with the Company, the
termination of that employment, or any other dispute by and among the parties or
their successors, assigns or affiliates, shall be submitted to binding
arbitration in Orange County, California according to the Employment Dispute
Resolution Rules and Procedures of the American Arbitration Association. This
arbitration obligation extends to any and all claims that may arise by and
between the parties or their successors, assigns or affiliates, and expressly
extends to, without limitation, claims or cause of action for wrongful
termination, impairment of ability to compete in the open labor market, breach
or an express or implied contract, breach of the covenant of good faith and fair
dealing, breach of fiduciary duty, fraud, misrepresentation, defamation,
slander, infliction of emotional distress, disability, loss of future earnings,
and claims under the applicable state constitution, the United States
Constitution, and applicable state fair employment laws, federal equal
employment opportunity laws, and federal and state labor statutes and
regulations, including, but not limited to, the Civil Rights Act of 1964, as
amended, the Labor-Management Relations Act, as amended, the Worker Retraining
and Notification Act of 1988, the Americans With Disabilities Act of 1990, the
Rehabilitation Act of 1973, as amended, the Employee Retirement Income Security
Act of 1974, as amended, the Age Discrimination in Employment Act of 1967, as
amended, and the California Fair Employment and Housing Act, as amended.
11. ASSIGNMENT
This Agreement is a personal contract, and the rights, interests and
obligations of Officer hereunder may not be sold, transferred, assigned, pledged
or hypothecated except as otherwise expressly permitted by the provisions of
this Agreement. Officer shall not under any circumstances have any option or
right to require payment hereunder otherwise than in accordance with the terms
hereof. Except as otherwise expressly provided herein, Officer shall not have
any power of anticipation, alienation or assignment of payments contemplated
hereunder, and all rights and benefits of Officer shall be for the sole personal
benefit of Officer , and no other person shall acquire any right, title or
interest hereunder by reason of any sale, assignment, transfer, claim or
judgment or bankruptcy proceedings against Officer ; provided, however, that in
the event of Officer's death, Officer's estate, legal representatives or
beneficiaries (as the case may be) shall have the right to receive all of the
benefits that accrued to Officer pursuant to, and in accordance with, the terms
of this Agreement.
12. SUCCESSOR
This Agreement may be assigned by the Company to any successor interest to
its business as per conditions set forth in this section. This Agreement shall
bind and inure to the benefit of the Company's successors and assigns as well.
In the event the Company ownership substantially changes, as defined by
ownership of more than 50% plus one share of common stock exchanged, Officer
must be compensated an additional two years of salary in one payment due at the
close of the stock transaction or Board assignment wherein transfer of control,
and thus, succession, has
occurred, or as amended to this Agreement that term of this Agreement is
extended for an additional three years.
13. NOTICES
All notices, requests and demands hereunder shall be in writing and
delivered by hand, by mail, or by telegram, and shall be deemed given if by hand
delivery, upon such delivery, and if by mail, 48 hours after deposit in the
United States mail, first class, registered or certified mail, postage prepaid
and properly addressed to the party at the address set forth at the beginning of
this Agreement. Any party may change its address for purposes of this paragraph
by giving the other party written notice of the new address in the manner set
forth above.
14. INVALID PROVISIONS
Invalidity or unenforceability of any particular provision of this
Agreement shall not affect the other provisions hereof, and this Agreement shall
be construed in all respects as if such invalid or unenforceable provision were
omitted.
15. AMENDMENT, MODIFICATION OR REVOCATION
This Agreement may be amended, modified or revoked in whole or in part, but
only by a written instrument which specifically refers to this Agreement and
expressly states that it constitutes an amendment, modification or revocation
hereof, as the case may be, and only if such written instrument has been signed
by each of the parties to this Agreement.
16. HEADINGS
The headings in this Agreement are inserted for convenience only and are
not to be considered in construction of the provisions hereof.
17. ENTIRE AGREEMENT
This Agreement contains the entire understanding among the parties and
supersedes any prior written or verbal agreements between them respecting the
subject matter hereof, including, without limitation, any prior verbal or
written employment agreement between Officer and the Company. Upon the
effectiveness hereof, any such prior verbal or written agreements shall
terminate.
No representations or warranties of any kind or nature relating to the
Company or its affiliates or their respective businesses, assets, liabilities,
operations, future plans or prospects have been made by or on behalf of the
Company to Officer ; nor have any representations or warranties of any kind or
nature been made by Officer to the Company, except as expressly set forth in
this Agreement.
18. ATTORNEYS' FEES
If any legal action is necessary to enforce the terms and conditions of
this Agreement, the prevailing party in such action shall be entitled to recover
all costs of suit and reasonable attorneys' fees as determined by the
arbitrator.
19. FURTHER ASSURANCES
The parties shall execute such documents and take such other action as is
necessary or appropriate to effectuate the provisions of this Agreement.
20. CONTROLLING LAW
This Agreement shall be governed by the laws of the State of California.
21. WAIVER
A waiver by either party of any of the terms and conditions hereof shall not
be construed as a general waiver by such party, and such party shall be free to
reinstate such part or clause, with or without notice to the other party.
22. INDEMNIFICATION
To the fullest extent permitted by law and the Company's Certificate of
Incorporation and Bylaws, the Company shall indemnify Officer for all amounts
(including, without limitation, judgments, fines, settlement payments, losses,
damages, costs and expenses, including reasonable attorneys fees, incurred or
paid by Officer in connection with any action, proceeding, suit or investigation
arising out of or relating to the performance by Officer of services for, or
acting as, an officer or employee of the Company or any subsidiary thereof. The
Company agrees to use its best efforts to maintain directors' and officers'
liability insurance.
23. PERIODIC REVIEWS
During January of each year during the term hereof, the Board of Directors
of the Company shall review Officer 's Annual Salary, bonus, stock options, and
additional benefits then being provided to Officer . Following each such review,
the Company may in its discretion increase the Annual Salary, bonus, stock
options, and benefits; however, the Company shall not decrease such items during
the period Officer serves as an employee of the Company. Prior to March 31st of
each year during the term hereof, the Board of Directors of the Company shall
communicate in writing the results of such review to Officer .
24. DEFERRED COMPENSATION
Voluntary deferment of compensation. In the event employee voluntarily
defers her salary the Company shall apply interest to the deferred amount at an
annualized rate of Prime plus 5%. The deferred salary plus interest would be
paid to employee no longer than 3 months than the scheduled pay date.
25. STOCK AND OPTION AWARDS
Officer shall be granted non-statutory stock options to purchase and
aggregate of 10,000 shares of Common Stock of the Company at an exercise price
equal to the fair value of the Company's common stock at the date of grant,
defined as the date this Agreement is executed. The options shall be fully
vested at the date of grant. All of Officer's stock options referred to herein
shall expire on June 1, 2011. The Company agrees to file a registration
statement covering
all of the stock options referred to herein on Form S-8 or similar registration
statement on or before December 31, 2001.
If during the term of this Agreement the Company signs a Letter of Intent,
or similar agreement, to merge with another company, to sell its common stock,
its assets or licensing rights it has or will have related to the drug therapy
Remune, the Officer shall immediately receive 100,000 shares of the Company's
common stock at no cost to the Officer.
26. CREATION OF AGREEMENT
Both parties to this Agreement recognize that each party has undertaken the
creation of such Agreement and has mutually compromised in so doing. Both
parties also understand that they have the right to allow their respective legal
counsel to review and advise on this Agreement.
THE COMPANY:
TRINITY MEDICAL GROUP USA, INC. OFFICER :
By:
/s/ Xxxx Xxxxxxxxxxxxxx /s/ Xxxxxxxxx X. Xxxxxxx
------------------------ --------------------------
Xx. Xxxx Xxxxxxxxxxxxxx , President Xxxxxxxxx X. Xxxxxxx
/s/ Xxxx X. Xxxxxx
--------------------
Xxxx X. Xxxxxx, Chief Financial Officer
