EMPLOYMENT AGREEMENT
This
EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January
1,
2007 (the "Effective Date"), by and between NetSol Technologies, Inc., a Nevada
corporation (the "Company") and Xxxxx Xxxxxx, an individual ("Executive").
BACKGROUND
A. The
Company desires assurance of the association and services of Executive in order
to retain Executive's experience, skills, abilities, background and knowledge,
and is willing to engage Executive's services on the terms and conditions set
forth in this Agreement.
B. Executive
desires to be in the employ of the Company, and is willing to accept such
employment on the terms and conditions set forth in this Agreement.
AGREEMENT
In
consideration of the foregoing recitals and the mutual promises and covenants
herein contained, and for other good and valuable consideration, the parties,
intending to be legally bound, agree as follows:
1. EMPLOYMENT.
1.1 The
Company hereby enters into this Agreement with Executive, and Executive hereby
accepts employment under the terms and conditions set forth in this Agreement
for a period of three years thereafter (the "Employment Period"); provided,
however, that the Employment Period may be terminated earlier pursuant as
provided herein. The Employment Period shall be automatically extended for
additional one-year periods unless either party notifies the other in writing
six months before the end of the anniversary year to elect not to so extend
the
Employment Period.
1.2 Executive
shall serve as President, Europe Region and Head of Global Products Group
(“Officer”) of the Company.
1.3 Executive
shall perform all services, acts or things necessary or advisable to manage
and
conduct the business of the Company and which are normally associated with
the
position of Officer and consistent with the bylaws of the Company.
1.4 The
employment relationship between the parties shall be governed by the policies
and practices established by the Company, except that when the terms of this
Agreement differ from or are in conflict with the Company's policies or
practices, this Agreement shall control.
1.5 Unless
the parties otherwise agree in writing, during the term of this Agreement,
Executive shall perform the services he is required to perform pursuant to
this
Agreement at the Company's offices, located at its present or future locations
in the United States; provided, further, that the Company may from time to
time
require Executive to travel temporarily to other locations in connection with
the Company's business and in accordance with the Company's standard policies
regarding travel for executive and senior management employees.
2. LOYAL
AND
CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.
2.1 During
the Employment Period, Executive shall devote substantially all his business
energies, interest, abilities and productive time to the proper and efficient
performance of his duties under this Agreement. The foregoing shall not preclude
Executive from engaging in civic, charitable or religious activities, or from
serving on boards of directors of companies or organizations which will not
present any direct conflict with the interest of the Company or affect the
performance of Executive's duties hereunder.
2.2 Except
with the prior written consent of the Company's Board of Directors (“Board”),
Executive will comply with all the restrictions set forth below at all times
during his employment and for a period of eighteen months after the termination
of his employment:
2.2.1
Executive will not, either individually or in conjunction with any person,
as
principal, agent, director, officer, employee or in any other manner whatsoever,
directly or indirectly engage in or become financially interested in any
competitive business within North America, except as a passive investor holding
not more than one percent of the publicly traded stock of a corporation in
which
Executive is not involved in management;
2.2.2
Executive will not, either directly or indirectly, on his own behalf of on
behalf of others, solicit, divert or appropriate or attempt to solicit, divert
or appropriate to any competitive business, any business or actively sought
prospective business of the Company or any customers with whom the Company
or
any affiliate of the Company has current agreements relating to the business
of
the Company, or with whom Executive has dealt, or with whom Executive has
supervised negotiations or business relations, or about whom Executive has
acquired confidential information in the course of Executive's
employment;
2.2.3
Executive will not, either directly or indirectly, on Executive's behalf or
on
behalf of others, solicit, divert or hire away, or attempt to solicit, divert,
or hire away, any independent contractor or any person employed by the Company
or any affiliate of the Company or persuade or attempt to persuade any such
individual to terminate his or her employment with the Company;
and,
2.2.4
Executive will not directly or indirectly impair or seek to impair the
reputation of the Company or any affiliate of the Company, nor any relationship
that the Company or any affiliate of the Company has with its employees,
customers, suppliers, agents or other parties with which the Company or any
other affiliate of the Company does business or has contractual relation; and,
2.2.5
Executive will not receive or accept for his own benefit, either directly or
indirectly, any commission, rebate, discount, gratuity or profit from any person
having or proposing to have one or more business transactions with the Company
or any affiliate of the Company, without the prior approval of the Board, which
may be withheld; and,
2.2.6
Executive will, during the term of this employment with the Company, communicate
and channel to the Company all knowledge, business and customer contacts and
any
other information that could concern or be in any way beneficial to the business
of the Company. Any such information communicated to the Company as aforesaid
will be and remain the property of the Company notwithstanding any subsequent
termination of Executive's employment.
3. COMPENSATION
OF EXECUTIVE.
3.1 The
Company shall pay Executive a base salary of Two Hundred Twenty-Five Thousand
Dollars ($225,000) per year (the "Base Salary"), payable in accordance with
the
Company policy. Executive shall receive a monthly car allowance of Two Thousand
Dollars ($2,000). Such salary shall be pro rated for any partial year of
employment on the basis of a 365-day fiscal year. Executive will be eligible
for
bonuses from time to time as determined by the Board.
3.2 Executive's
Base Salary and other compensation may be changed from time to time by mutual
agreement of Executive and the Board.
3.3 All
of
Executive's compensation shall be subject to customary withholding taxes and
any
other employment taxes applicable to Executive’s jurisdiction of employment as
are commonly required to be collected or withheld by the Company.
3.4 During
the Employment Period, the Company agrees to reimburse Executive for all
reasonable and necessary business expenses subject to the Company's standard
requirements with respect to reporting and documentation of such expenses.
3.5 Executive
shall, in accordance with the Company policy and the terms of the applicable
plan documents, be eligible to participate in benefits under any Executive
benefit plan or arrangement which may be in effect from time to time and made
available to its executive or key management employees, including, as
applicable, health and disability insurance, dental insurance, and participation
in Employer’s 401(k) plan. The Company may modify or cancel its benefit plan(s)
as it deems necessary.
3.6 Executive
shall cooperate with the Company and its insurers as reasonably required for
the
Company to acquire and keep in force key-man life insurance on
Executive.
3.7 The
Company and Executive shall enter into an Indemnity Agreement to provide
indemnification of and the advancing of expenses to Executive to the fullest
extent (whether partial or complete) permitted by law, and, to the extent the
Company maintains insurance, for the coverage of Executive under the Company’s
directors’ and officers’ liability insurance policies.
4. TERMINATION.
4.1 Termination
by the Company. Executive's employment with the Company may be terminated under
the following conditions:
4.1.1 Death
or
Disability. Executive's employment with the Company shall terminate effective
upon the date of Executive's death or "Complete Disability" (as defined in
Section 4.5.1).
4.1.2 For
Cause. The Company may terminate Executive's employment under this Agreement
for
"Cause" (as defined in Section 4.5.3) by delivery of written notice to Executive
specifying the cause or causes relied upon for such termination. Any notice
of
termination given pursuant to this Section 4.1.2 shall effect termination as
of
the date specified in such notice or, in the event no such date is specified,
on
the last day of the month in which such notice is delivered or deemed delivered
as provided in Section 8 below.
4.1.3 Without
Cause. The Company may terminate Executive's employment under this Agreement
at
any time and for any reason by delivery of written notice of such termination
to
Executive. Any notice of termination given pursuant to this Section 4.1.3 shall
effect termination as of the date specified in such notice (which shall be
no
earlier than 30 days after such notice is given) or, in the event no such date
is specified, on the last day of the month following the month in which such
notice is delivered or deemed delivered as provided in Section 8
below
4.2 Termination
By Executive. Executive may terminate his employment with the Company for "Good
Reason" (as defined below in Section 4.5.2) by (i) delivery of written notice
to
the Company specifying the "Good Reason" relied upon by Executive for such
termination, provided that such notice is delivered within six (6) months
following the occurrence of any event or events constituting Good Reason, or
(ii) at any time during the Employment Period without Good Reason.
4.3 Termination
by Mutual Agreement of the Parties. Executive's employment pursuant to this
Agreement may be terminated at any time upon a mutual agreement in writing
of
the parties. Any such termination of employment shall have the consequences
specified in such agreement.
4.4 Compensation
Upon Termination.
4.4.1 Death
or
Complete Disability. If Executive's employment shall be terminated by death
or
Complete Disability as provided in Section 4.4.1, the Company shall (i) pay
Executive his accrued Base Salary and accrued and unused vacation benefits
earned through the date of termination at the rate in effect at the time of
termination, and (ii) continue Executive's annual Base Salary, in effect at
the
time of termination, for a period of two (2) months after the termination date,
in both cases subject to standard deductions and withholding, and the Company
shall thereafter have no further obligations to Executive under this
Agreement.
4.4.2 Cause
or
Without Good Reason. If Executive's employment shall be terminated by the
Company for Cause, or if Executive terminates employment hereunder without
Good
Reason, the Company shall pay Executive his accrued Base Salary and accrued
and
unused vacation benefits earned through the date of termination at the rate
in
effect at the time of the notice of termination, and the Company shall
thereafter have no further obligations to Executive under this
Agreement.
4.4.3 Without
Cause or Good Reason. If Executive shall terminate Executive's employment with
the Company for Good Reason or the Company shall terminate Executive's
employment without Cause, or in the event Executive is terminated for any reason
following a Change in Control, Executive shall be entitled to the
following:
(i) Executive's
Base Salary, and accrued and unused vacation earned through the date of
termination;
(ii) Continuation
of Executive's annual Base Salary, in effect at the time of termination, for
a
period of thirty-six (36) months after the termination date subject to standard
deductions and withholding;
(iii) Continuation
of Executive's medical, disability and other benefits for a period of thirty
six
(36) months after the termination date, as if Executive had continued in
employment during said period, or in lieu thereof, cash (including a
tax-equivalency payment for Federal, state and local income and payroll taxes
assuming Executive is in the maximum tax bracket for all such purposes) where
such benefits may not be continued (or where such continuation would adversely
affect the tax status of the plan pursuant to which the benefit is being
provided) under applicable law or regulation;
(iv) 100%
vesting of all of Executive's Options, all other options granted to Executive
and all restricted stock received upon early exercise; and,
(v) in
the
event such termination occurs after a Change in Control, the Company shall
pay
Executive (a) a one-time payment equal to the product of 2.99 and Executive’s
salary for the previous twelve (12) months and (b) a one-time payment equal
to
the higher of (i) Executive’s bonus for the previous year and (ii) one percent
of the Company’s consolidated gross revenues for the previous twelve (12)
months; and, at the election of the Executive, (c) a one-time cash payment
equal
to the cash value of all shares eligible for exercise upon the exercise of
Executive’s Options then currently outstanding and exercisable as if they had
been exercised in full (the “Change of Control Termination Payment”). In the
event Executive elects to receive the cash value of the shares underlying
Executive’s options, he shall so notify the Company of his intent.
4.5 Definitions.
As used herein, the following terms shall have the following
meanings:
4.5.1 Complete
Disability. "Complete Disability" shall mean the inability of Executive to
perform Executive's duties under this Agreement because Executive has become
permanently disabled within the meaning of any policy of disability income
insurance covering employees of the Company then in force. In the event the
Company has no policy of disability income insurance covering employees of
the
Company in force when Executive becomes disabled, the term "Complete Disability"
shall mean the inability of Executive to perform Executive's duties under this
Agreement by reason of any incapacity, physical or mental, which the Board,
based upon medical advice or an opinion provided by a licensed physician
acceptable to the Board, determines to have incapacitated Executive from
satisfactorily performing all of Executive's usual services for the Company
for
a period of at least 120 days. Based upon such medical advice or opinion, the
determination of the Board shall be final and binding and the date such
determination is made shall be the date of such Complete Disability for purposes
of this Agreement.
4.5.2 Good
Reason. "Good Reason" shall be limited to the occurrence of any of the following
events:
(i) If
the
Company is in material breach of any provision of this Agreement;
or
(ii) If
the
Company asks Executive to perform any act which is illegal, including commission
of any crime involving moral turpitude; or,
(iii) If
there
shall be a material diminution in Executive's position, status, offices,
authority, duties or responsibilities as set forth in the Agreement;
or
(iv) If
there
shall be a relocation or transfer of Executive's office to a location of more
than 30 miles from Calabasas, California.
4.5.3 For
Cause. "For Cause" shall be limited to the occurrence of any of the following
events:
(i) Executive's
engaging or in any manner participating in any activity which is directly
competitive with or intentionally injurious to the Company or which violates
any
material provision of Section 6 hereof; or the use of alcohol or illegal drugs,
materially interfering with the performance of Executive's obligations under
this Agreement, continuing after written warning;
(ii) Executive's
commission of any fraud against the Company or use or intentional appropriation
for his personal use or benefit of any material funds or properties of the
Company not authorized by the Board to be so used or appropriated;
(iii) Executive's
conviction of any crime involving moral turpitude; or
(iv) Executive's
failure or refusal to materially perform his duties and responsibilities set
forth in this Agreement, if such failure or refusal is not cured within thirty
(30) days after written notice thereof to Executive by the Company.
5.
CHANGE
IN
CONTROL.
5.1 A
"Change
of Control" shall, for purposes of this Section mean: (1) a dissolution or
liquidation of the Company; (2) any sale or transfer of more than 25% of the
total assets of the Company; (3) any merger, consolidation or other business
reorganization in which the holders of the Company's outstanding voting
securities immediately prior to such transaction do not hold, immediately
following such transaction, securities representing fifty percent (50%) or
more
of the combined voting power of the outstanding securities of the surviving
entity; (4) the acquisition by any person (within the meaning of Section
13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), of beneficial ownership (within the meaning of Rule 13d-3
or any successor rule or regulation promulgated under the Exchange Act) of
securities representing fifty percent (50%) or more of the combined voting
power
of the then-outstanding securities of the Company; or (5) a majority of the
incumbent Board of Directors has been changed.
5.2 If
a
Change In Control occurs, Executive shall be entitled to all benefits set forth
in section .4.3 of this Agreement, including, but not limited to full
acceleration of the vesting of the then-unvested portion of the Options granted
to Executive (or any restricted shares received upon early exercise) and,
continuance of Executive’s medical, disability and other benefits for a period
of thirty six (36) months, as if Executive had continued in employment during
said period, or in lieu thereof, cash (including a tax equivalency payment
for
Federal, state and local income and payroll taxes assuming Executive is in
the
maximum tax bracket for all such purposes) where such benefits may not be
continued (or where such continuation would adversely affect the tax status
of
the plan pursuant to which the benefit is being provided) under applicable
law
or regulation; and any and all Change in Control Termination
Payments..
5.3 Anything
in this Agreement to the contrary notwithstanding, in the event that it shall
be
determined that any payment or distribution by the Company to or for the benefit
of Executive, whether paid or payable or distributed or distributable pursuant
to the terms of this Agreement, including, without limitation, the Change of
Control Termination Payment, or otherwise (the "Payment"), would constitute
an
"excess parachute payment" within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the "Code"), Executive shall be paid an
additional amount (the "Gross-Up Payment") such that the net amount retained
by
Executive after deduction of any excise tax imposed under Section 4999 of the
Code, and any federal, state and local income and employment tax and excise
tax
imposed upon the Gross-Up Payment, and any interest and penalties imposed upon
Executive, shall be equal to the Payment. For purposes of determining the amount
of the Gross-Up Payment, Executive shall be deemed to pay federal income tax
and
employment taxes at the highest marginal rate of federal income and employment
taxation in the calendar year in which the Gross-Up Payment is to be made and
state and local income taxes at the highest marginal rate of taxation in the
state and locality of Executive's residence on the date of Payment, net of
the
maximum reduction in federal income taxes that may be obtained from the
deduction of such state and local taxes.
5.4 All
determinations to be made under Section 5.3 shall be made by the Company's
independent public accountant (the "Accounting Firm"), which firm shall provide
its determinations and any supporting calculations both to the Company and
Executive within 10 days of the date of Payment. Any such determination by
the
Accounting Firm shall be binding upon the Company and Executive. Within five
days after the Accounting Firm's determination, the Company shall pay (or cause
to be paid) or distribute (or cause to be distributed) to or for the benefit
of
Executive such amounts as are then due to Executive.
5.5 In
the
event that upon any audit by the Internal Revenue Service, or by a state or
local taxing authority, of the Payment or Gross-Up Payment, a change is finally
determined to be required in the amount of taxes paid by Executive, appropriate
adjustments shall be made under this Agreement such that the net amount which
is
payable to Executive after taking into account the provisions of Section 4999
of
the Code shall reflect the intent of the parties as expressed in Section 5.3
above, in the manner determined by the Accounting Firm.
5.6 All
of
the fees and expenses of the Accounting Firm in performing the determinations
referred to above shall be borne solely by the Company. The Company agrees
to
indemnify and hold harmless the Accounting Firm of and from any and all claims,
damages and expenses resulting from or relating to its determinations above,
except for claims, damages or expenses resulting from the gross negligence
or
willful misconduct of the Accounting Firm.
6. CONFIDENTIAL
AND PROPRIETARY INFORMATION
6.1 Executive
recognizes that his employment with the Company will involve contact with
information of substantial value to the Company, which is not old and generally
known in the trade, and which gives the Company an advantage over its
competitors who do not know or use it, including but not limited to, techniques,
designs, drawings, processes, inventions, developments, equipment, prototypes,
sales and customer information, and business and financial information relating
to the business, products, practices and techniques of the Company, (hereinafter
referred to as "Confidential and Proprietary Information"). Executive will
at
all times regard and preserve as confidential such Confidential and Proprietary
Information obtained by Executive from whatever source and will not, either
during his employment with the Company or thereafter, publish or disclose any
part of such Confidential and Proprietary Information in any manner at any
time,
or use the same except on behalf of the Company, without the prior written
consent of the Company.
7. ASSIGNMENT
AND BINDING EFFECT.
7.1 This
Agreement shall be binding upon and inure to the benefit of Executive and
Executive's heirs, executors, personal representatives, assigns, administrators
and legal representatives. Due to the unique and personal nature of Executive's
duties under this Agreement, neither this Agreement nor any rights or
obligations under this Agreement shall be assignable by Executive. This
Agreement shall be binding upon and inure to the benefit of the Company and
its
successors, assigns and legal representatives. The Company shall require any
successor (whether direct or indirect, by purchase, merger, consolidation,
reorganization or otherwise) to all or substantially all of the business or
assets of the Company, by agreement in form and substance satisfactory to
Executive, expressly to assume and agree to perform this Agreement in the same
manner and to the same extent the Company would be required to perform it if
no
succession had taken place.
8. NOTICES.
8.1 All
notices or demands of any kind required or permitted to be given by the Company
or Executive under this Agreement shall be given in writing and shall be
personally delivered (and receipted for) or mailed by certified mail, return
receipt requested, postage prepaid, addressed as follows:
8.1.1 If
to the
Company:
NetSol
Technologies, Inc.
00000
Xxxxxxxxx Xxxx, Xxxxx 0000
Xxxxxxxxx,
XX 00000
Attn:
General Counsel
8.1.2 If
to
Executive:
Xxxxx
Xxxxxx
c/o
NetSol CQ
Xxxxxx
Xxxxx
Xxxxx
Xxxxx Xxxx
Xxxxxxx,
Xxxx Xxxxxx
Xxxxxx
Xxxxxxx
Any
such
written notice shall be deemed received when personally delivered or three
(3)
days after its deposit in the United States mail as specified above. Either
party may change its address for notices by giving notice to the other party
in
the manner specified in this section.
9. TRADE
SECRETS OF OTHERS.
9.1 It
is the
understanding of both the Company and Executive that Executive shall not divulge
to the Company and/or its subsidiaries any confidential information or trade
secrets belonging to others, including Executive's former employers, nor shall
the Company and/or its affiliates seek to elicit from Executive any such
information. Consistent with the foregoing, Executive shall not provide to
the
Company and/or its affiliates, and the Company and/or its affiliates shall
not
request, any documents or copies of documents containing such
information.
10. CHOICE
OF
LAW.
10.1 This
Agreement is made in Calabasas, California. This Agreement shall be construed
and interpreted in accordance with the laws of the State of
California.
11. INTEGRATION.
11.1 This
Agreement contains the complete, final and exclusive agreement of the parties
relating to the subject matter of this Agreement, and supersedes all prior
oral
and written employment agreements or arrangements between the parties.
12. AMENDMENT.
12.1 This
Agreement cannot be amended or modified except by a written agreement signed
by
Executive and the Company.
13. WAIVER.
13.1 No
term,
covenant or condition of this Agreement or any breach thereof shall be deemed
waived, except with the written consent of the party against whom the wavier
is
claimed, and any waiver or any such term, covenant, condition or breach shall
not be deemed to be a waiver of any preceding or succeeding breach of the same
or any other term, covenant, condition or breach.
14. SEVERABILITY.
14.1 The
finding by a court of competent jurisdiction of the unenforceability, invalidity
or illegality of any provision of this Agreement shall not render any other
provision of this Agreement unenforceable, invalid or illegal. Such court shall
have the authority to modify or replace the invalid or unenforceable term or
provision with a valid and enforceable term or provision which most accurately
represents the parties' intention with respect to the invalid or unenforceable
term or provision.
15. INTERPRETATION;
CONSTRUCTION.
15.1 The
headings set forth in this Agreement are for convenience of reference only
and
shall not be used in interpreting this Agreement. This Agreement has been
drafted by legal counsel representing the Company, but Executive has been
encouraged, and has consulted with, his own independent counsel and tax advisors
with respect to the terms of this Agreement. The parties acknowledge that each
party and its counsel has reviewed and revised, or had an opportunity to review
and revise, this Agreement, and the normal rule of construction to the effect
that any ambiguities are to be resolved against the drafting party shall not
be
employed in the interpretation of this Agreement.
16. REPRESENTATIONS
AND WARRANTIES.
16.1 Executive
represents and warrants that he is not restricted or prohibited, contractually
or otherwise, from entering into and performing each of the terms and covenants
contained in this Agreement, and that his execution and performance of this
Agreement will not violate or breach any other agreements between Executive
and
any other person or entity.
17. LITIGATION
COSTS.
17.1 Should
any litigation, arbitration, or administrative action be commenced between
the
parties or their personal representatives concerning any provision of this
agreement or the rights and duties of any person in relation to this agreement,
the party or parties prevailing in such action shall be entitled, in addition
to
such other relief as may be granted to a reasonable sum as and for that party's
attorney's fees in such litigation which shall be determined by the court,
arbitrator, or administrative agency, in such action or in a separate action
brought for that purpose.
18. COUNTERPARTS.
18.1 This
Agreement may be executed in two counterparts, each of which shall be deemed
an
original, all of which together shall constitute one and the same
instrument.
19. ARBITRATION.
19.1 To
ensure
rapid and economical resolution of any disputes which may arise under this
Agreement, Executive and the Company agree that any and all disputes or
controversies of any nature whatsoever, arising from or regarding the
interpretation, performance, enforcement or breach of this Agreement shall
be
resolved by confidential, final and binding arbitration (rather than trial
by
jury or court or resolution in some other forum) to the fullest extent permitted
by law. Any arbitration proceeding pursuant to this Agreement shall be conducted
by the American Arbitration Association ("AAA") in Los Angeles under the then
existing AAA arbitration rules. If for any reason all or part of this
arbitration provision is held to be invalid, illegal, or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity,
illegality or unenforceability will not effect any other portion of this
arbitration provision or any other jurisdiction, but this provision will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable part or parts of this provision had never been
contained herein, consistent with the general intent of the parties insofar
as
possible.
20. PAYMENTS.
Any amount hereunder not paid when due shall be subject until paid to an
interest charge equal to the lesser of (i) one-and-one-half percent of the
amount due per month and (ii) the highest rate allowable by applicable law.
The
late-paying party shall pay all of the other party’s costs and expenses
(including reasonable attorney's fees) to collect any amount due.
IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.
NETSOL
TECHNOLOGIES, INC.
| By: | /s/ Xxxxx X. X. XxXxxxxxx | By: | /s/ Xxxxxx Xxxxxx | |
|
Xxxxx
X. X. XxXxxxxxx
|
Xxxxxx Xxxxxx |
|||
| Its: Corporate Secretary | Its: Chief Executive Officer | |||
| Dated: January 1, 2007 | Dated: January 1, 2007 | |||
EXECUTIVE:
| /s/ Xxxxx Xxxxxx |
|
XXXXX XXXXXX |
|
Dated: January
1, 2007
|
