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EXHIBIT 10.2
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT made and effective as of this 21st day of
October, 1996, between FULCRUM DIRECT, INC., a Delaware corporation (the
"Company"), and Xxxxx X. Xxxxxx (the "Executive").
The Board of Directors of the Company (the "Board"), in the
best interest of the Company and its shareholders, desires to provide for the
continuous employment of the Executive as the Company's President and Chief
Operating Officer. The Executive is willing to commit himself to serve the
Company, on the terms and conditions herein provided, and the Executive
represents to the Company that he is under no contractual restraints (including
non-competition agreements) or any physical or mental impairment which might
preclude him from performing fully the duties required of him under this
Agreement.
In order to effect the foregoing, the Company and the
Executive wish to enter into this employment agreement on the terms and
conditions set forth below (the "Agreement"). Accordingly, 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. Employment. The Company hereby agrees to employ the
Executive, and the Executive hereby agrees to serve the Company on the terms and
conditions set forth herein during the Term.
2. Terms. This Agreement will commence on the date hereof and
end on December 31, 2001 (the "Term") unless terminated earlier pursuant to
Section 6 hereof. If the Executive shall remain in the employ of the Company
beyond the Term, in the absence of any other express agreement between the
parties, this Agreement shall renew on a year to year basis as of December 31st
(the "Renewal Date"), unless terminated as of the Renewal Date by the Company or
the Executive with at least 90 days prior notice thereof.
3. Position and Duties. For the Term of the Agreement, the
Executive shall serve as President and Chief Operating Officer of the Company
and shall have such responsibilities, duties and authority that are consistent
with such positions and such other duties as may from time to time be assigned
to the Executive by the Chairman and Chief Executive Officer. The Executive
shall report to the Chairman and Chief Executive Officer of the Company. The
Executive shall devote a substantial amount of his working time and efforts to
the business and affairs of the Company; provided, however, the Executive shall
have flexibility in determining his work schedule and shall not be required to
work in the Company's headquarters a fixed number of hours during any particular
day, week or month; provided, further, that consistent with the performance of
the foregoing duties, the Executive may also serve on the boards of directors or
act as the trustee, and act as an officer or partner of any other companies,
partnerships and/or organizations as the Executive in his sole discretion deems
appropriate. The Executive agrees that he will not divert from the Company, or
appropriate for himself or any other person or entity, any business opportunity
which is similar in
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content to the Company's business and results from, arises out of, or is in any
way connected with, his employment by the Company.
4. Compensation and Related Matters.
(a) Salary.
(i) The Company shall pay Executive a base
salary during the period of the Executive's employment
hereunder, which shall be at an initial rate of one hundred
and ten thousand dollars ($110,000) per annum (the "Base
Salary"). The Base Salary shall be paid in substantially equal
bi-weekly installments, in arrears ("Base Salary Payments").
During the period of the Executive's employment hereunder, the
Board shall make an annual review of the Executive's
compensation, beginning as of December 31, 1996; provided,
that in no event shall such review result in a reduction of
the Base Salary; and
(ii) Compensation of the Executive by the
Base Salary Payments shall not be deemed exclusive and shall
not prevent the Executive from participating in any other
compensation or benefit plan of the Company. The Base Salary
Payments hereunder shall not in any way limit or reduce any
other obligation of the Company hereunder, and no other
compensation, benefit or payment hereunder shall in any way
limit or reduce the obligation of the Company to pay the
Executive's Base Salary hereunder.
(b) Bonus. Not later than ninety (90) days following
the close of each fiscal year, the Board shall determine the amount, if any, of
bonus to be paid to the Executive, which the Board, in its sole discretion,
determines appropriate (such amount being "Bonus"). In determining the amount of
Bonus granted to the Executive, the Board shall evaluate all factors it deems
appropriate including, without limitation, (i) the recommendation of the
Chairman and CEO; (ii) the financial performance of the Company; (iii) the
performance of the Executive as President and COO of the Company; (iv) the
execution and success of the Company's strategic plans; (v) the Executive's Base
Salary and Bonus as compared to the compensation provided by similarly situated
corporations; and (vi) extraordinary risk taken on behalf of the Company (such
as by providing a personal guaranty for any obligation of the Company or
providing short term unsecured financing for the Company). The Bonus shall be
made either in cash or the Company's Stock (at the election of the Board) as
promptly as possible following declaration of the Bonus by the Board.
(c) Benefit Plans. The Executive shall be entitled to
participate in or receive benefits under any "employee benefit plan" (as defined
in section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended from time to time ("ERISA")) or employee benefit arrangement made
available by the Company now or during the period of the Executive's employment
hereunder, to its executives and key management employees, subject to and on a
basis consistent with the terms, conditions and overall administration of such
plans and arrangements;
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provided, however, that there shall be no duplication of the benefits or
compensation elements created by this Agreement. Nothing paid to the Executive
under any plan or arrangement presently in effect or made available in the
future shall be deemed to be in lieu of the Base Salary payable to the Executive
pursuant to Section 4(a) hereof.
(d) Life and Disability Insurance.
(i) The Executive shall purchase a term life
insurance policy on the life of the Executive, with a lump sum
death benefit at least equal to $4 million dollars
($4,000,000). The Company shall pay the Executive in the first
pay period of each fiscal year an amount equal to the premium
on such insurance policy plus the amount necessary to provide
for all Federal, state and local taxes on such payment;
provided, that the Executive shall select the Company as the
beneficiary of at least one million dollars ($1,000,000) of
the life insurance proceeds. The Executive is hereby
authorized to select, in his sole discretion, the
beneficiary(s) to which the remainder of such policy shall be
paid upon his death.
(ii) The Company shall provide the Executive
with reasonable and customary disability insurance providing
for the Executive to receive 100% of his Base Salary during
any period of disability.
(e) Moving Expenses. If the headquarters of the
Company shall relocate more than 100 miles from Rio Rancho, New Mexico, then the
Company shall, at the request of the Executive, purchase from the Executive, at
the average price of three appraisals conducted by independent real estate
appraisers, his home located in New Mexico. The Company shall also reimburse the
Executive for all of his (and his immediate family's) out-of-pocket expenses
related to moving to the new headquarters location and the purchase of a new
home in such location (excluding the actual purchase price of such home).
(f) Expenses. During the period of the Executive's
employment hereunder, the Executive shall be entitled to receive prompt
reimbursement for all reasonable and customary expenses incurred by the
Executive in performing services hereunder, including all expenses of travel,
entertainment and living expenses while away from home on business or at the
request of and in the service of the Company, provided that such expenses are
incurred and accounted for in accordance with the policies and procedures
established by the Company.
(g) Other. In the event that any payment hereunder
results in excise tax pursuant to Sections 280(G) and 4999 of the Code, or any
successor or similar provision thereto, or comparable state or local tax laws,
the Company shall pay to the Executive such additional compensation as is
necessary (after taking into account all Federal, state and local income and
excise taxes payable by the Executive as a result of the receipt of such
compensation) to place the Executive in the same after-tax position he would
have been in had no such excise tax (or any interest or
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penalties thereon) been paid or incurred. The amount of such payment shall be
determined by the independent accounting firm serving as the Company's outside
auditor.
5. Offices. At the reasonable request of the Company,
the Executive agrees to serve without additional compensation as a director of
any of the Company's subsidiaries and in one or more executive offices of any of
the Company's subsidiaries.
6. Termination.
(a) Termination by the Company. The Executive's
employment hereunder may be terminated, without such termination constituting a
breach of this Agreement, only under the following circumstances:
(i) Death. The Executive's employment
hereunder shall terminate upon his death.
(ii) Disability. If, as a result of the
Executive's incapacity due to physical or mental illness, the
Executive shall have been absent from his duties hereunder on
a full-time basis for one-hundred-eighty (180) days during any
period of three-hundred sixty-five (365) days, the Company may
terminate the Executive's employment hereunder.
(iii) Cause. The Company may terminate the
Executive's employment hereunder for "Cause". For purposes of
this Agreement, the Company shall have "Cause" to terminate
the Executive's employment hereunder upon (x) the Executive's
continuous, intentional refusal to substantially perform his
duties hereunder (other than any such failure resulting from
the Executive's incapacity due to physical or mental illness
or a termination of this Agreement by the Executive for "Good
Reason", as defined in Section 6(c)(iii) hereof), after demand
for substantial performance is delivered by the Company that
specifically identifies the manner in which the Company
believes the Executive has not substantially performed his
duties, (y) the engaging by the Executive in substantial
misconduct which is materially injurious to the Company,
monetarily or otherwise, or (z) material breach by the
Executive of any of the material terms or conditions of this
Agreement coupled with failure to correct such breach within
sixty (60) days after notice from the Company specifying the
breach. Notwithstanding the foregoing, the Executive shall not
be deemed to have been terminated for Cause without (x) thirty
(30) days prior notice to the Executive setting forth the
reasons for the Company's intention to terminate for Cause,
(y) an opportunity for the Executive, together with his
counsel, to be heard before the Board, and (z) delivery to the
Executive of a Notice of Termination, as defined in Section
6(e) hereof, from the Board finding that, in the good faith
opinion of two-thirds of the Board, the Executive was guilty
of conduct set forth above in
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clause (x), (y) or (z) of the second sentence of this Section
6(a)(iii), and specifying the particulars thereof in detail.
(b) Termination by the Company Without Cause.
(i) The Board may not terminate the
employment of the Executive without Cause except upon a Change
of Control. Such termination shall be effective by providing
the Executive with a written Notice of Termination.
(ii) For the purposes of this Agreement, a
"Change of Control" shall mean (A) any transaction or series
of transactions in which any Person (as such term is defined
in Section 13(d)(3) of the Exchange Act) or group, other than
Xxxxxxx X. Xxxxxxxx and/or Xxxxx X. Xxxxxx, becomes the direct
or indirect beneficial owner (as such term is defined in Rule
13d-3 promulgated under the Exchange Act) of more of the then
outstanding Common Stock than that beneficially owned in the
aggregate, directly or indirectly by Xxxxxxx X. Xxxxxxxx and
Xxxxx X. Xxxxxx, (B) any transaction or series of transactions
in which Xxxxxxx X. Xxxxxxxx and Xxxxx X. Xxxxxx together
cease to be the direct or indirect beneficial owners of at
least 25% of the then outstanding Common Stock, (C) the sale
of all or substantially all of the Company's assets, (D) the
liquidation of the Company, (E) the election of a majority of
the members of the Board of Directors, who were not placed in
nomination for that office by the Board of Directors, or (F)
the combination of the Company with another company, as a
result of which the shareholders of the Company hold less that
50.01% of the total of all voting shares outstanding or the
Company's directors constitute less than a majority of the
Board of Directors of the combined entity.
(c) Termination by the Executive.
(i) The Executive may terminate his
employment hereunder without specifying a reason, by providing
the Company with a written Notice of Termination at least 90
days prior to the effective date of such termination. At any
time thereafter, the Company shall have the right to relieve
the Executive of all rights, duties and obligations, including
replacing the Executive as Chairman of the Board and Chief
Executive Officer of the Company; provided, however, that all
other terms of this Agreement shall remain in full force and
effect until terminated pursuant to Section 6(e)(iv) hereof.
If the Executive terminates his employment under this Section
6(c) other than for Good Reason (as defined below), the
Company shall have no further obligation to pay the Base
Salary or declare a Bonus or to provide any other employee
benefits hereunder except for (i) any Base Salary, Bonus or
other benefits that have fully accrued and vested but not been
paid as of the effective date of such termination and (A) any
expenses as to which the Executive is entitled to
reimbursement pursuant to Section 4(f) hereof.
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(ii) The Executive may terminate his
employment hereunder for Good Reason upon giving 48 hours
written notice to the Company.
(iii) For purposes of this Agreement, "Good
Reason" shall mean any of the following: (x) the assignment to
the Executive of any duties materially inconsistent with the
Executive's status as the President and COO of the Company, or
a substantial adverse alteration in the nature or status of
the Executive's responsibilities from those in effect on the
date hereof, which assignment or alteration has not been cured
within thirty (30) days after notice of such an assignment or
alteration has been given by the Executive to the Company, (y)
the failure by the Company, without the Executive's written
consent, to pay to the Executive any portion of the
Executive's compensation within ten (10) days of the date the
Executive gives notice to the Company of a failure to pay such
compensation when it became due, or (z) a failure by the
Company to comply with any other provision of this Agreement
which has not been cured within ten (10) days after notice of
such noncompliance has been given by the Executive to the
Company.
(d) Any termination of the Executive's employment by
the Company or by the Executive (other than termination pursuant to Section
6(a)(i) hereof) shall be communicated by written Notice of Termination to the
other party hereto in accordance with Section 12 hereof. For purposes of this
Agreement, a "Notice of Termination" shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive's employment under the provision so
indicated.
(e) "Date of Termination" shall mean the following:
(i) if the Executive's employment is terminated by his death pursuant to section
6(a)(i) hereby, the date of his death; (ii) if the Executive's employment is
terminated pursuant to Section 6(a)(ii) hereof, thirty (30) days after the
Notice of Termination is given; (iii) if the Executive's employment is
terminated pursuant to Section 6(a)(iii) hereof, the date specified in the
Notice of Termination; (iv) if the Executive's employment is terminated pursuant
to Section 6(b)(i) hereof, thirty (30) days after the Notice of Termination is
given or if terminated pursuant to Section 6(c)(i) hereof, ninety (90) days
after the Notice of Termination is given (provided, however, the Company
reserves the right to remove the Executive as Chairman of the Board and Chief
Executive Officer of the Company at any time after the Executive provides the
Notice of Termination pursuant to Section 6(c)(i)); and (v) if the Executive's
employment is terminated pursuant to Section 6(c)(ii) hereof, 48 hours after the
Notice of Termination is given. Notwithstanding the immediately preceding
sentence, if within thirty (30) days after any Notice of Termination is given
the party receiving such Notice of Termination notifies the other party that a
dispute exists concerning the termination, the Date of Termination shall be the
date finally determined (A) by mutual written agreement of the parties, or (B)
by a final judgment, order or decree of a court of competent jurisdiction (the
time for appeal therefrom having expired and no appeal having been perfected).
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7. Compensation Upon Termination or During Disability.
(a) During any period that the Executive fails to
perform his duties hereunder as a result of incapacity due to physical or mental
illness ("Disability Period"), the Executive shall continue to receive his Base
Salary at the rate then in effect for such period until his employment is
terminated pursuant to Section 6(a)(ii) hereof, provided that payments so made
to the Executive shall be reduced by the sum of the amounts, if any, payable to
the Executive at or prior to the time of any such payment under disability
benefit plans of the Company or under the Social Security disability insurance
program, and which amounts were not previously applied to reduce any such
payment.
(b) If the Executive's employment is terminated by
his death, the Company shall pay, in accordance with Section 10(b) hereof, any
amounts due to the Executive under Section 4 hereof through the date of his
death.
(c) If the Executive's employment shall be terminated
by the Company for Cause, pursuant to Section 6(a)(iii) the Company shall pay
the Executive (i) his Base Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given; (ii) any Bonus declared and
payable pursuant to Section 4(b) hereof and (iii) any expense reimbursement due
the Executive pursuant to Section 4(f) hereof. Following such payments the
Company shall have no further obligations to the Executive under this Agreement.
(d) If (i) the Company shall terminate the
Executive's employment pursuant to Section 6(b) hereof, (ii) the Executive shall
terminate his employment for Good Reason pursuant to Section 6(c)(ii), then:
(x) the Company shall pay the Executive his
Base Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, any
previously declared and payable Bonus for any fiscal year
completed prior to the Date of Termination, and all other
unpaid amounts, if any, to which the Executive is entitled as
of the Date of Termination under this Agreement or any
compensation plan or program of the Company, at the time such
payments are due including expense reimbursements due the
Executive pursuant to Section 4(f) hereof and accrued or fully
vested payments pursuant to employee benefit plans described
in Section 4(c) hereof.
(y) in lieu of any further salary payments
to the Executive for periods subsequent to the Date of
Termination, the Company shall pay as damages to the Executive
(in a lump sum without discount) an amount equal to the
product of (A) the sum of the Executive's annual base salary
rate in effect as of the Date of Termination plus the amount
of the last Bonus paid or payable to the Executive, and (B)
1.5; and
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(z) The Company shall maintain in full force
and effect, for the continued benefit of the Executive for 1.5
years, each "employee welfare benefit plan" (as defined in
section 3(l) of ERISA) in which the Executive was entitled to
participate immediately prior to the Date of Termination,
provided that the Executive's continued participation is
possible under the general terms and provisions of such plans.
In the event that the Executive's participation in any such
plan is barred, the Company shall arrange to provide the
Executive with benefits substantially similar to those which
the Executive would otherwise have been entitled to receive
under the plan from which his continued participation is
barred.
8. Confidentiality and Noncompetition.
(a) The Executive will not, during or after the Term,
disclose to any entity or person any information (including, but not limited to,
information about customers or about the design, manufacture or marketing of
products or services) which is treated as confidential by the Company and to
which the Executive gains access by reason of his position as an employee or
director of the Company other than information which becomes publicly available
through a source other than the Executive.
(b) While the Executive continues to be an employee
of the Company and, for at least the one-year period immediately following his
Date of Termination, the Executive shall not, except as permitted by the Company
upon its prior written consent: (i) enter, directly or indirectly, into, the
employ of or render or engage in, directly or indirectly, any services to any
person, firm or corporation which is engaged in distribution of children's
products in the United States or any other geographic areas in which the
(Company is then selling its products (a "Competitor"); (ii) become interested,
directly or indirectly, in any such Competitor as an individual, partner,
shareholder, creditor, director, officer, principal, agent, employee, trustee,
consultant, advisor or in any other relationship or capacity, provided, that the
ownership of up to five percent (5%) of any class of the outstanding securities
of any publicly traded corporation, even though , such corporation may be a
Competitor, shall not he deemed as constituting an interest in such Competitor
which violates clause (ii) of the immediately preceding sentence; and (iii)
employ, solicit or assist in employing any present or former or future employee,
officer or agent of the Company or any of its subsidiaries.
(c) Any violation by the Executive of Section 8(a) or
8(b) hereof shall be deemed a violation of a material term of this Agreement
under Section 6(a)(iii) hereof, and the Executive's compensation and benefits
thereupon shall be governed by Section 7(c) hereof. Additionally, the Company
shall have the right and remedy to have the provisions of this Section 8
specifically enforced, including by temporary and/or permanent injunction,
without necessity of bond, it being acknowledged and agreed that any such
violation will cause irreparable injury to the Company and that money damages
will not provide an adequate remedy to the Company.
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9. Independence and Severability of Section 8 Provisions. Each
of the rights and remedies enumerated in Section 8 shall be independent of the
others and shall be severally enforceable and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity. If any of the covenants
contained in Section 8 or if any of the rights or remedies enumerated in Section
8, or any part of any of them, is hereafter construed to be invalid or
unenforceable, the same shall not affect the remainder of the covenant or
covenants or rights or remedies which shall be given full effect without regard
to the invalid portions. If any of the covenants contained in Section 8 is held
to be unenforceable because of the duration of such provision or the area
covered thereby, the parties agree that the court making such determination
shall have the authority to reduce the duration and/or area of such provision,
and in its reduced form said provision shall then be enforceable.
10. Successors: Binding Agreement.
(a) This Agreement shall be binding upon any
successor to the Company by way of a Change of Control. The Company will require
any successor to control of the Company, by agreement in form and substance
reasonably satisfactory to the Executive, to expressly assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such Change of Control had taken
place. Failure of the Company to obtain such assumption and agreement within 30
days following a Change of Control shall be a breach of this Agreement and shall
entitle the Executive to compensation from the Company in the same amount and on
the same terms as he would be entitled to hereunder if he terminated his
employment for Good Reason pursuant to Section 6(c)(iii) except that for
purposes of implementing the foregoing, the date on which any such Change of
Control becomes effective shall be deemed the Date of Termination. As used in
this Agreement, "Company" shall mean the Company as herein before defined and
any successor to its business and/or assets as aforesaid which executes and
delivers the agreement provided for in this Section 10 or which otherwise
becomes bound by all the terms and provisions of this Agreement by operation of
law.
(b) This Agreement and all rights of the Executive
hereunder shall inure to the benefit of and be enforceable by the Executive's
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees. If the Executive should die while any
amounts would still he payable to him hereunder if he had continued to live, all
such amounts unless otherwise provided herein, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
designee or, if there be no such designee, to the Executive's estate.
11. Indemnification. The Company shall, to the fullest extent
permitted by law, and its Articles of Incorporation and Bylaws, indemnify and
hold harmless the Executive against any and all claims, including all expenses
in connection with the defense thereof, related to his performance of the duties
specified in Sections 3 and 5 hereof.
12. Notice.
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(a) For the purposes of this Agreement, notices,
demands and all other communications provided for in this Agreement shall he in
writing and shall he addressed as follows:
If to the Executive:
Xxxxx X. Xxxxxx
00000 Xx Xxxxxx Xxxx
Xxxxxxxxxxx, Xxx Xxxxxx 00000
Telephone No.: (000) 000-0000
If to the Company:
Fulcrum Direct, Inc.
0000 Xxxxxxx Xxx XX
Xxx Xxxxxx, XX 00000
Attention: Company Counsel
Telephone No.: (000) 000-0000
Facsimile No.: (000) 000-0000
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
(b) Notices and communications given in accordance
with the foregoing shall conclusively be deemed to have been received and to be
effective on the day on which delivered in person, or, if sent by United States
certified or registered mail, postage prepaid, on the fifth business day after
the day on which mailed, provided that a telecopy or cable of identical content
has been sent to the relevant address specified above within two days after the
posting date of such mail. "Business day" shall mean any day not a Saturday,
Sunday or a legal holiday for nongovernment employees in the State of New York.
13. Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the Executive and such officer of the Company as
may be specifically designated by the Board. No waiver by either party hereto at
any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of New York without regard
to its conflicts of law principles. To the extent that the obligations under
this Agreement of the parties hereto and their successors, as such obligations
are described herein, may require performance after the termination or
expiration of
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this Agreement, such obligations shall survive the Term of this Agreement and
shall be fully enforceable thereafter.
14. Validity. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision of this Agreement, which shall remain in
full force and effect.
15. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument.
16. Entire Agreement. This Agreement sets forth the entire
agreement of the parties hereto in respect of the subject matter contained
herein, supersedes all prior agreements, promises, covenants, arrangements,
communications, representations or warranties, whether oral or written, try any
officer, employee or representative of any party hereto; and any prior agreement
of the parties hereto or thereto in respect of the subject matter contained
herein or therein is hereby terminated and canceled.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Agreement
on the date and year first above written.
FULCRUM DIRECT, INC.
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Chairman and Chief Executive Officer
EXECUTIVE
By: /s/ XXXXX X. XXXXXX
---------------------------------------------
Name: Xxxxx X. Xxxxxx
WITNESS:
/s/ XXXXXX XXXX
------------------------------
Name:
Date:
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