EXHIBIT 10.97
AGREEMENT
Agreement dated as of January 1, 1999 (the "Agreement") between Xxxxxxx X.
Xxxxxx ("Executive"), Xxxxxxx Xxxxxx ("Spouse"), United Stationers Inc. (the
"Company") and United Stationers Supply Co. ("Supply").
WHEREAS, the Executive, the Company and Supply are parties to
an Employment Agreement, dated as of June 1, 1997, pursuant to which the Company
and Supply have employed the Executive as Executive Vice President (the
"Employment Agreement");
WHEREAS, the parties desire to terminate the Employment
Agreement and Executive's employment with the Company and Supply; and
WHEREAS, the parties desire that certain provisions of the
Employment Agreement remain in full force and effect, as set forth in this
Agreement;
NOW THEREFORE, for and in consideration of the mutual
covenants, agreements, promises set forth herein, and for other good and
valuable consideration the receipt and sufficiency of which are hereby
acknowledged, Executive, Spouse, the Company and Supply hereby agree as follows:
1. TERMINATION: For "Good Reason" as defined in the Employment
Agreement, the Executive hereby resigns from his employment with the Company and
Supply as of the date of this Agreement (the "Termination Date"). Executive
further agrees to and does hereby resign effective as of the Termination Date
from any other appointments or positions which he may hold with the Company or
any of its Subsidiaries, including without limitation, his position as an
officer of the Company and each of its Subsidiaries. Executive agrees to execute
all further documents which the Company may request of him to effectuate such
resignations.
2. TERMINATION PAYMENT: (a) In connection with such
termination of employment and the execution of this Agreement, the Executive
will be paid the amount of $1,046,000, which is equal to: two years of the
Executive's current base salary of $275,500 per year, plus two years of
Executive's 1997 targeted bonus of $247,500 per year (hereinafter `Severance
Amount"). The Severance Amount will be paid in equal semi-monthly installments
over two years, beginning on January 31, 1999 and ending on December 31, 2000.
However, the Severance Amount will be offset by the amount of any remuneration
(whether paid currently or deferred, whether paid in cash,
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property, services or otherwise) paid or provided to or on behalf of Executive
with respect to any services performed by Executive (whether as an employee,
consultant or otherwise) for a party other than the Company or Supply or any of
their respective Subsidiaries during the period that the Severance Amount is
payable, provided, however, that nothing in the preceding sentence or otherwise
will be construed to obligate Executive to seek employment. In addition, the
Executive will be paid his 1998 bonus under the Company's Management Incentive
Plan at the time such bonuses are paid to other employees. In each case,
payments will be made to the Executive by the Company or Supply less any
applicable deductions or other amounts to be withheld required by applicable
law. (b) Until the earlier of December 31, 2000 or the time Executive receives
at least equivalent coverage (determined on a coverage by coverage basis) from
or in connection with a subsequent employer, Company and Supply shall cause
Executive to be provided health care coverage for himself, his Spouse and his
eligible dependents under the group health plan of Company or Supply as in
effect from time to time, group term life insurance (currently in the coverage
amount of $689,000) and split dollar insurance coverage (in the face amount of
$510,000 subject to the Company's right to recovery of premiums paid) under the
same terms as though the Executive was still an employee. Notwithstanding the
prior sentence, if the Executive is precluded from continuing participation in
any such program or arrangement, or if his Spouse and/or his eligible dependents
are precluded from coverage under any such plan or arrangement due to the fact
that Executive is no longer an employee of the Company, Executive shall be paid
by the Company or Supply with the after-tax economic equivalent of the benefits
to be provided under such plan or arrangement in which he, his Spouse and/or his
eligible dependents are unable to participate until the time such coverage would
have ended pursuant to the preceding sentence. Such after-tax economic
equivalent payment (determined by the Company as the lowest cost that would be
incurred by the Executive in obtaining a comparable benefit on a non-group
basis) will be made quarterly in advance. (c) To the extent permitted by the
Company's group health plan as in effect from time to time and any insurers of
such plan, other than limitations imposed unilaterally AND in bad faith by
the Company or Supply will provide health care coverage under the group
health plan as in effect from time to time after the entitlement to group
health coverage under subsection (b) expires to the Executive until he
reaches age 65, his Spouse until she reaches age 65 and each of his eligible
dependents until such eligible dependent reaches age 21. To receive such
coverage, noted in this Section (c), the COBRA premium amount (as determined
under Section 4980B(f)(4) of the Internal Revenue Code of 1986, as amended
through the date hereof) as reasonably determined by the Company must be paid
on an annual basis in advance by the Executive, Spouse and eligible
dependents, as applicable. (d) Subject to the foregoing
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effective as of the date hereof, all benefits under all other Company plans,
programs and/or arrangements will terminate, except that Executive will be
entitled to his vested benefits under the United Stationers Pension Plan, the
United Stationers Inc. 401(K) Savings Plan and United Stationers Supply Co.'s
Deferred Compensation Plan and may have continuation or conversion rights under
the voluntary contributory term life insurance and accident insurance which
Executive should review.
3. OPTIONS: All vested options held by the Executive for the
purchase of the Company's common stock listed on Exhibit "1" hereto will remain
vested and exercisable in accordance with their terms until January 1, 2001, at
which time they will lapse and be of no further force or effect, except to the
extent previously exercised. The Executive acknowledges and agrees that the
option to purchase 15,000 shares of Company common stock granted to the
Executive on January 28, 1998 has not vested and will lapse and be of no further
force or effect as of the date hereof. Executive acknowledges and agrees that to
the extent required by applicable law that he will remain an "affiliate" of the
Company for purposes of Rule 144 promulgated under the Securities Act of 1933,
as amended, for a period of three months following termination of his employment
and his resignation as a director of the Company and that, prior to any sale of
any Company common stock, he must otherwise comply with the requirements of Rule
144. In addition Executive acknowledges that he will to the extent required by
applicable law not buy or sell any securities of the Company during any period
in which he is privy to material information not generally disclosed to the
public.
4. VACATION/REIMBURSEMENT. Within one week of the execution of
this Agreement, Executive will be paid by the Company or Supply for four weeks
of earned but unused vacation, and reimbursed for any submitted business
expenses pursuant to the provisions of Supply's expense reimbursement policy.
5. RETURN OF ITEMS AND DOCUMENTS: Executive agrees that he has
returned to the Company all property of or relating to the Company or its
Subsidiaries, including but without limitation, (1) the automobile leased for
his use by the Company; (2) the computer provided for his use by the Company;
and (3) all originals and all copies of documents, notes, computer discs, tapes
or other tangible information of any sort which he has in his possession or
under his custody or control that is the property of the Company or any of its
Subsidiaries or that relate in any manner to his duties at the Company or
Supply, which is not otherwise available to the public, and will not retain any
copies of such matter. The materials required to be returned pursuant to this
paragraph 6 shall not include personal correspondence that does not relate to
the Company, its Subsidiaries or any of its businesses.
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6. WITHHOLDING: The payments and benefits set forth in
paragraph 2 shall be subject to applicable federal, state and local withholding
taxes and to any withholding required by applicable law or pursuant to this
Agreement that would be applicable were he an employee of the Company. Executive
agrees that, to the extent that any individual Federal or State taxes of any
kind may be due as a result of any such payment to Executive, Executive shall be
solely responsible for such taxes and will indemnify, defend, and hold harmless
the Company and Supply in the event there is any claim against the Company
and/or Supply for such taxes.
7. GENERAL RELEASE AND COVENANT NOT TO XXX:
(a) The Executive and Spouse, on behalf of themselves, their
attorneys, heirs, executors, administrators and assigns (together the "Executive
Parties"), hereby generally release and forever discharge the Company, Supply
and their respective predecessors, successors, assigns, parents, Subsidiaries
and affiliates and their respective past and present shareholders, directors,
officers, employees, agents, representatives, principals, insurers and attorneys
(together the "Company Parties") from any and all claims, demands, liabilities,
suits, damages, losses, expenses, attorneys' fees, obligations or causes of
action, known or unknown of any kind and every nature whatsoever, and whether or
not accrued or matured, which any of them may have, arising out of or relating
to (A) any transaction, dealing, relationship, conduct, act or omission, or any
other matters or things occurring or existing at any time prior to and including
the Termination Date, including but not limited to the Executive's employment by
the Company or his services as an Officer or Employee of the Company or its
Subsidiaries, or otherwise relating to the termination of such employment or
services, and any claim against the Company or Supply based on, relating to or
arising under wrongful discharge, breach of contract (whether oral or written),
tort, fraud, defamation, negligence, promissory estoppel, Title VII of the Civil
Rights Act of 1964, as amended, any other civil or human rights law, the Age
Discrimination In Employment Act, Americans With Disabilities Act, Employee
Retirement Income Security Act of 1974, as amended, or any other Federal, State
or local law relating to employment or discrimination in employment or
otherwise, provided, however, that such General Release will not limit or
release (i) Executive's rights under this Agreement (including but not limited
to the provisions of the Employment Agreement incorporated herein), (ii)
Executive's rights to indemnification from the Company in respect of his
services as an officer, employee or director of the Company or Supply any of
their Subsidiaries as provided by law or the Certificate of Incorporation or
by-laws (or like constitutive documents) of the Company or Supply or any
Subsidiary thereof, or (iii) except as set forth herein, Executive's contractual
rights under any Stock Option Agreement that is in effect with respect to Stock
Options that have been granted to Executive prior to the Termination Date. The
Executive and Spouse, on behalf of themselves
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and the Executive Parties, hereby covenant forever not to assert, file,
prosecute, commence, institute (or sponsor or purposely facilitate any person in
connection with the foregoing), any complaint or lawsuit or any legal, equitable
or administrative proceeding of any nature, against any of the Company Parties
in connection with any matter released in this paragraph 7, and represent and
warrant that no other person or entity has initiated or, to the extent within
his control, will initiate any such proceeding on their behalf.
(b) The Company and Supply, on their own behalf and on behalf
of the Company Parties, hereby generally releases and forever discharges the
Executive Parties from any and all claims, demands, liabilities, suits, damages,
losses, expenses, attorneys' fees, obligations or causes of action, known or
unknown of any kind and every nature whatsoever, and whether or not accrued or
matured, which any of them may have, arising out of or relating to any
transaction, dealing, relationship, conduct, act or omission, or any other
matters or things occurring or existing at any time prior to and including the
Termination Date, including but not limited to the Executive's employment by the
Company or Supply or his services as an Officer, Director or Employee of the
Company or Supply or its Subsidiaries, or otherwise relating to the termination
of such employment or services, provided, however, that such General Release
will not limit or release (i) the Company's or Supply's rights under this
Agreement including those provisions of the Employment Agreement incorporated
herein by reference, (ii) the Company's or Supply's rights against Executive
with respect to any fraudulent or criminal activity (the Company and Supply
acknowledge they have no current knowledge of any such activity) or (iii) the
Company's rights under any Stock Option Agreement that is in effect with respect
to Stock Options that have been granted to Executive prior to the Termination
Date. The Company and Supply each, on behalf of itself and the Company Parties,
hereby covenants forever not to assert, file, prosecute, commence, institute (or
sponsor or purposely facilitate any person in connection with the foregoing),
any complaint or lawsuit or any legal, equitable or administrative proceeding of
any nature, against any of the Executive Parties in connection with any matter
released in this paragraph 7, and represents and warrants that no other person
or entity has initiated or will initiate any such proceeding on their behalf.
8. NON-DISPARAGEMENT:
(a) Executive and Spouse shall not, directly or indirectly,
make or cause to be made and shall cause the officers, directors, employees,
agents and representatives of any entity or person controlled by Executive or
Spouse not to make or cause to be made, any disparaging, denigrating, derogatory
or other negative or false statement orally or in writing to any person or
entity about the Company, Supply, its or their respective parents, Subsidiaries
or affiliates, its
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or their respective executive officers or members of its or their Boards of
Directors, or the business strategy or plans, policies, practices or operations
of the Company or Supply, or of its or their respective parents, Subsidiaries or
affiliates.
(b) Company and Supply shall not, directly or indirectly, make
or cause to be made any disparaging, denigrating, derogatory or other negative
or false statement orally or in writing to any person or entity about the
Executive. Notwithstanding, Executive acknowledges that the Company cannot
control the conduct of each of its employees.
9. COOPERATION: Executive agrees to reasonably cooperate with
the Company as reasonably directed by the Company by responding to questions,
depositions, administrative proceedings and court hearings, executing documents,
and cooperating with the Company and its accountants and legal counsel with
respect to business issues, and/or claims and litigation of which he has
personal or corporate knowledge. Executive further agrees, except as required by
subpoena or other applicable legal process (after the Company has been given
reasonable notice and opportunity to seek relief from such requirement) to
maintain, in strict confidence, any information of which he has knowledge
regarding current and/or future claims, administrative proceedings and
litigation. Executive agrees, except as required by subpoena or other applicable
legal process (after the Company has been given reasonable notice and
opportunity to seek relief from such requirement) not to communicate with any
party(ies), their legal counsel or others adverse to the Company and/or Supply
in any such claims, administrative proceedings or litigation except through the
Company's designated legal counsel. Executive also shall make himself available
at reasonable times and upon reasonable notice to answer questions or provide
other information within his possession and requested by the Company relating to
the Company, its Subsidiaries and/or their respective operations in order to
facilitate the smooth transition of Executive's duties to his successor. The
Company shall reimburse Executive for any documented out-of-pocket expenses,
including but not limited to reasonable legal fees, reasonably incurred by
Executive in complying with this paragraph 9. To the extent Executive's services
are required pursuant to this paragraph 9 for any extended period, the Company
will pay to Executive a per diem amount calculated based on Executive's annual
base salary in effect immediately prior to the Termination Date.
10. MAIL: The Company may open and answer, and authorize
others to open and answer, all mail, communications, and other correspondence
addressed to Executive at the Company, Supply or any of their respective
Subsidiaries (excluding any such mail, communications or correspondence clearly
marked "personal or confidential"), and Executive shall
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promptly refer to the Company all inquiries, mail, communications, and
correspondence received by him as an Officer or Director of the Company, Supply
or any of their respective Subsidiaries. If any such mail, communications or
correspondence received by the Company includes any threat of or could result in
any claim against Executive personally, the Company shall promptly notify
Executive thereof.
11. NOTICES: Any notice required or permitted by this
Agreement shall be in writing, sent by registered or certified mail, return
receipt requested, addressed to the Board of Directors, the Company and Supply
at the Company's then principal office, or to the Executive at the address set
forth on the signature page hereof, as the case may be, or to such other address
or addresses as any party hereto may from time to time specify in writing for
the purpose in a notice given to the other parties in compliance with this
paragraph 11. Notices shall be deemed given when received.
12. CERTAIN ACKNOWLEDGMENTS: Executive and Spouse acknowledge
that before entering into this Agreement they have had the opportunity to
consult with any attorney or other advisor of their choice, and have done so,
and have not relied in connection herewith on legal counsel for the Company.
Executive and Spouse acknowledge that they have entered into this Agreement of
their own free will, that no promises or representations have been made to them
by any person to induce them to enter into this Agreement other than the terms
expressly set forth herein.
13. AUTHORIZATION BY THE COMPANY AND SUPPLY: Each of the
Company and Supply represents and warrants to Executive that (i) it has the
corporate power and authority to enter into this Agreement and to carry out its
respective obligations hereunder; (ii) the execution, delivery and performance
of this Agreement by it and the consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of the
Company or Supply, as appropriate; and (iii) this Agreement is a valid and
binding obligation of each of the Company and Supply, enforceable against it in
accordance with its terms, except as the enforceability thereof may be limited
by bankruptcy, insolvency, reorganization, moratorium, and other laws now or
hereafter in effect relating to the enforcement of creditors' rights generally.
14. PRIOR AGREEMENTS: With the exception of certain provisions
of the Employment Agreement to which paragraph 15 of this Agreement specifically
refers and the provisions of any Stock Option Agreement that is in effect with
respect to stock options that have been granted to Executive prior to the
Termination Date, this Agreement integrates the whole of all agreements and
understandings of any sort or character between the parties concerning the
subject matter of this Agreement and any other dealings between the parties, and
supersedes all prior negotiations, discussions, or agreements of any sort
whatsoever relating to the subject matter hereof, or any claims that
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might have ever been made by one party against any opposing party to this
Agreement. There are no representations, agreements, or inducements except as
set forth expressly and specifically in this Agreement. Further, except as
expressly as set forth herein, all prior employment contracts, if any, between
the parties are superseded by this Agreement. There are no unwritten oral, or
verbal understandings, agreements, or representations of any sort whatsoever, it
being stipulated that the rights of the parties shall be governed exclusively by
this Agreement.
15. SURVIVAL OF OTHER EMPLOYMENT AGREEMENT PROVISIONS: The
provisions of Employment Agreement Sections 12 (Confidentiality), 13
(Noncompetition-Nonsolicitation), 14 (Assignability), and 21 (Beneficiaries)
attached hereto and incorporated herein by reference, shall survive the
Termination Date and shall continue in full force and effect and the Company and
Supply represent and warrant that they have no knowledge of any breach by the
Executive of any such provisions. Executive affirms and acknowledges his
obligations of confidentiality and his obligations not to compete with the
Company or its Subsidiaries or to solicit any employee of Company or its
Subsidiaries or their customers as set forth in Sections 12 and 13 respectively
of the Employment Agreement. Except as specifically described herein, all of
Executive's rights and obligations and the rights and obligations of the Company
and Supply under the Employment Agreement are extinguished upon the
effectiveness of this Agreement.
16. MODIFICATION: This Agreement may not be modified or
amended except in writing signed by the parties. No term or condition of this
Agreement will be deemed to have been waived except in writing by the party
charged with waiver. A waiver shall operate only as to the specific term or
condition waived and will not constitute a waiver for the future or act on
anything other than that which is specifically waived.
17. COUNTERPARTS: This Agreement may be executed in any number
of counterparts, each of which shall be an original, but all of which, together
shall constitute one and the same instrument. Any counterpart of this Agreement
that has attached to it separate signature pages which together contain the
signature of all parties hereto shall for all purposes be deemed a fully
executed original. Facsimile signatures shall constitute original signatures.
18. SUCCESSORS AND ASSIGNS: All the terms and provisions of
this Agreement shall be binding upon and inure to the benefit of the parties
hereto and to their respective successors and permitted assigns. Neither this
Agreement nor any rights or obligations hereunder may be assigned by the
Executive, other than by will or the laws of descent or distribution.
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19. SEVERABILITY: All provisions of this Agreement are
intended to be severable. In the event any provision or restriction contained
herein is held to be invalid or unenforceable in any respect, in whole or in
part, such finding shall in no way affect the validity or enforceability of any
other provision of this Agreement. The parties hereto further agree that any
such invalid or unenforceable provision shall be deemed modified so that it
shall be enforced to the greatest extent permissible under law, and to the
extent that any court or arbitrator of competent jurisdiction determines any
restriction herein to be unreasonable in any respect, such court or arbitrator
may limit this Agreement to render it reasonable in the light of the
circumstances in which it was entered into and specifically enforce this
Agreement as limited.
20. INDEMNIFICATION: (a) Executive and Spouse agree, warrant,
and represent to the Company and Supply that Executive and Spouse have full
express authority to settle all claims and demands that are the subject of
paragraph 7 of this Agreement and that neither Executive nor Spouse has given or
made any assignment to anyone, including Executive's or Spouse's family or legal
counsel of any claims against any person or entity associated with the Company
or any Company Parties. To the extent that any claim released pursuant to this
Agreement may be brought by persons or entities claiming by, through, or under
Executive, Spouse, their respective heirs, successors, or assigns, then
Executive further agrees to indemnify, defend, and hold harmless the Company or
any Company Party, its agents and its successors from any lawsuit, judgment, or
settlement arising from such claims.
(b) Company warrants, represents and acknowledges that
Executive remains covered by the Directors and Officers insurance in effect
during his employment as an Officer of the Company and/or Supply.
21. INJUNCTION: Executive and Spouse hereby expressly
acknowledge that any breach or threatened breach by either of them of any of
their obligations set forth in paragraph 8 (Non-Disparagement), or any breach or
threatened breach by Executive of Sections 12 or 13 of the Employment Agreement
(the provisions of which shall survive the execution and delivery of this
Agreement and which are incorporated herein), may result in significant and
continuing injury and irreparable harm to the Company and Supply, the monetary
value of which would be impossible to establish. Therefore, Executive and Spouse
agree that the Company and Supply shall be entitled to injunctive relief in a
court of appropriate jurisdiction with respect to such provisions. Attorneys'
fees with respect to any action seeking injunctive relief shall be paid by the
party against whom such relief is sought (if such action is successful) or by
the party seeking such relief (if such action is unsuccessful). Executive and
Spouse further agree that this provision is a material inducement to the Company
and Supply entering into this Agreement Company and Supply each expressly
acknowledge that any breach or
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threatened breach by either of them of any of their obligations set forth in
Subparagraph 8(b) (non-Disparagement) may result in significant and continuing
injury and irreparable harm to Executive, the monetary value of which would be
impossible to establish. Therefore, the Company and Supply agree that the
Executive shall be entitled to injunctive relief in a court of appropriate
jurisdiction with respect to such provision. Attorneys' fees with respect to any
action seeking injunctive relief shall be paid by the Party against whom such
relief is sought ( if such action is successful) or by the Party seeking such
relief (if such action is unsuccessful). Company and Supply further agree that
this provision is a material inducement to Executive entering into this
Agreement.
22. CHOICE OF LAW: This Agreement, including but not limited
to the provisions of the Employment Agreement that are incorporated herein,
shall be governed by and construed in accordance with the laws of the State of
Illinois (without giving effect to principles of conflict of laws).
23. NO RIGHT TO ADDITIONAL COMPENSATION: Except as expressly
provided or referred to in this Agreement, neither the Company, Supply or any of
their respective predecessors, successors, assigns or affiliates shall have any
further obligation to Executive or Spouse in connection with the Employment
Agreement or Executive's employment by the Company, Supply or any of their
respective Subsidiaries, including but not limited to severance, compensation
(including but not limited to deferred compensation, employment contracts, stock
options, bonuses and commissions), health insurance, life insurance, disability
insurance, club dues, vehicle allowances, vacation pay, sick pay and any similar
obligations.
24. NO ADMISSION: The parties agree that by entering into this
Agreement, no party admits to having engaged in any unlawful, wrongful or
unconscionable conduct, any such conduct being expressly denied.
25. CONSTRUCTION: The parties agree that this Agreement was
negotiated by the parties and shall not be construed against any party.
26. WAIVER OF AGE DISCRIMINATION CLAIM. Executive acknowledges
that this Agreement includes a waiver of any rights and claims arising under the
Age Discrimination in Employment Act. Executive understands he is not waiving
rights or claims that may arise after the date this Agreement is executed.
Executive acknowledges that the consideration he is receiving in exchange for
his waiver of the rights and claims specified herein exceeds anything of value
to which he already is entitled. Executive acknowledges that he was advised in
writing to consult with an attorney prior to executing this Agreement. Executive
represents and agrees that he fully understands his right to discuss all aspects
of this Agreement with legal counsel and, to the extent he deems appropriate, he
has fully availed himself of this right.
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Executive acknowledges that he has entered into this Agreement knowingly and
voluntarily with full understanding of its terms and after having had the
opportunity to seek and receive advice and counsel from his attorney. Executive
acknowledges that he has been given a period of at least twenty-one (21) days
within which to consider this Agreement. Executive understands that he may
revoke this Agreement during the seven (7) days following the execution of this
Agreement and that the Agreement will not become effective until that seven-day
revocation period has expired.
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IN WITNESS WHEREOF, the Company and Supply have caused this
Agreement to be executed in their respective corporate names by an officer
thereof thereunto duly authorized, and Executive and Spouse have hereunto set
their hands, as of the day and year first above written.
UNITED STATIONERS INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-------------------------------
Title: President & CEO
------------------------------
UNITED STATIONERS SUPPLY CO.
By: /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
-------------------------------
Title: President & CEO
------------------------------
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx X. Xxxxxx
0000 Xxxxxxxxxx, Xxxxxx, XX 00000
/s/ Xxxxxxx X. Xxxxxx
------------------------------------
Xxxxxxx Xxxxxx
0000 Xxxxxxxxxx, Xxxxxx, XX 00000
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EXHIBIT 1
OPTIONEE STATEMENT UNITED STATIONERS INC.
EXERCISABLE AS OF 2/1/1999
--------------------------------------------------------------------------------
XXXXXXX XXXXXX
0000 XXXXXXXXXX XX
XXXXXX, XX 00000
SSN ###-##-####
GRANT EXPIRATION PLAN ID GRANT OPTIONS OPTION OPTIONS OPTIONS
DATE DATE TYPE GRANTED PRICE OUTSTANDING VESTED
----------------------------------------------------------------------------------------------------------------------------
10/2/1995 10/10/2000 MGMT Non-Qualified 30,000 $2.560000 30,000 CURRENT
10/2/1995 10/10/2000 MGMT Non-Qualified 210,000 $8.437500 151,428 CURRENT
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