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EXHIBIT 10(14)
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of October 3, 1997, by and between CNA SURETY
CORPORATION, ("the Company") , a Delaware corporation and XXXX X. XXXXXXXX
("the Executive").
WITNESSETH:
WHEREAS, the Company wishes to employ the Executive and the Company and the
Executive desire to enter into an agreement embodying the terms of such
employment (the "Agreement"); and
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the
Company and the Executive hereby agree as follows:
1. EMPLOYMENT.
a. AGREEMENT TO EMPLOY. Upon the terms and subject to the conditions of this
Agreement, the Company hereby agrees to continue to employ Executive and
Executive hereby agrees to employment by the Company.
b. TERM OF EMPLOYMENT. Except as provided in Paragraph 5(a), the Company
shall employ Executive for the period commencing on October 1, 1997 (the
"Commencement Date") and ending on December 31, 1999. The period during which
Executive is employed pursuant to this Agreement and any extensions set forth
in section 1(c) of this Agreement shall be referred to as the "Employment
Period."
c. RENEWAL. Upon expiration of the original term of this Agreement set forth
in section 1(b) of this Agreement, this Agreement shall renew automatically for
additional one (1) year terms unless the Company or the Executive provides the
other thirty days written notice that the Agreement will not be renewed.
2. POSITION AND DUTIES.
a. POSITION. During the Employment Period, Executive shall serve as President
and Chief Executive Officer of the Company or in such other position or
positions in the Company and/or in any of its subsidiaries as he and the
Company shall mutually agree. In addition, Executive shall serve in such other
position or positions with the Company and its subsidiaries commensurate with
his position and experience as the Board of Directors of the Company (the
"Board") shall from time to time specify.
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
Page -2-
b. DUTIES. During the Employment Period, Executive shall have the duties,
responsibilities, and obligations as the Board shall from time to time specify.
Executive shall devote his full time to the services required of him hereunder,
except for vacation time and reasonable periods of absence due to sickness,
personal injury or other disability, and shall use his best efforts, judgment,
skill and energy to perform such services in a manner consonant with the duties
of his position and to improve and advance the business and interests of the
Company and its subsidiaries. Nothing contained herein shall preclude Executive
from (i) serving on the board of directors of any business corporation with the
consent of the Board or (ii) serving on the Board of, or working for, any
charitable or community organization.
c. COMPANY BOARD SERVICE. While the Executive and the Company recognize that
the right to elect directors is by law vested in the stockholders of the
Company, it is nevertheless mutually contemplated, subject to such right, that
during the term of Executive's employment under this Agreement the Executive
shall be elected and shall serve as, a member of the Boards of the Company and
its subsidiaries.
d. LOCATION. Subject to normal business travel, Executive shall perform his
service hereunder in, and shall not be required to change his place of
residence from, the Chicago metropolitan area.
3. COMPENSATION.
a. BASE SALARY. During the Employment Period, the Company shall pay Executive
a base salary of $300,000. per year . The Board shall annually review
Executive's base salary in light of competitive practices and the performance
of Executive and the Company, and may, in its discretion, increase such base
salary by an amount it determines to be appropriate. Any such increase shall
not reduce or limit any other obligation of the Company hereunder. Executive's
base salary as set forth above or as may be increased from time to time shall
not be reduced without the mutual written consent of the Company and the
Executive. Executive's base salary as defined in this paragraph may be
referred to hereinafter as "Base Salary."
b. ANNUAL BONUS. For each calendar year ending during the Employment Period,
Executive may earn an annual bonus based on the achievement of target levels of
performance achieved during the calendar year. Each year the Board in its sole
discretion shall determine the targets and the bonus percentage ("Bonus
Target") for which the Executive shall be eligible. The actual bonus, if any,
payable for any such year shall be determined solely by the Board based upon
the performance of the Company and/or Executive against the targets.
c. LONG-TERM INCENTIVE COMPENSATION. During the term of the Employment
Period, Executive shall participate in all of the Company's existing and future
long-term incentive compensation programs for key executives at a level
commensurate with his position at the Company and consistent with the Company's
then current policies and practices, as determined by the Board or a committee
thereof.
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
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d. STOCK OPTIONS. The Company shall grant Executive stock options for
thirty-thousand (30,000) shares on October 3, 1997, and Executive shall be
eligible for additional grants of stock options under the terms and conditions
of the Stock Option Plan dated August __, 1997.
4. BENEFITS, PERQUISITES AND EXPENSES.
a. BENEFITS. During the Employment Period, to the extent he is eligible to
participate in any welfare or retirement plans now existing or established
hereafter under their generally applicable provisions, Executive may
participate in (i) each welfare benefit plan which may be sponsored or
maintained by the Company, including, without limitation, each group life,
hospitalization, medical, dental, health, accident or disability insurance or
similar plan or program of the Company, and (ii) each retirement, profit
sharing, deferred compensation or savings plan which may be sponsored or
maintained by the Company. Nothing in this Paragraph 4(a) shall limit the
Company's right to amend or terminate any such plan. Notwithstanding any plan
language to the contrary, Executive shall be eligible for five weeks' paid
vacation, for the year commencing January 1, 1998 and each subsequent year of
the Employment Period.
b. BUSINESS EXPENSES. During the Employment Period, the Company shall pay or
reimburse Executive for all reasonable expenses incurred or paid by Executive
in the performance of Executive's duties hereunder, upon presentation of
expense statements or vouchers and such other information as the Company may
require and in accordance with the generally applicable policies and procedures
of the Company as may be amended by it from time to time.
5. TERMINATION OF EMPLOYMENT OR NON RENEWAL OF AGREEMENT.
a. EARLY TERMINATION OF THE EMPLOYMENT PERIOD. Notwithstanding Paragraph
1(b), the Employment Period shall end upon the earliest to occur of (i) a
termination of Executive's employment on account of Executive's death or
Disability, (ii) a Termination for Cause, (iii) a Termination Without Cause,
(iv) a Termination for Good Reason or (v) Termination for Change in Control.
b. BENEFITS PAYABLE UPON TERMINATION OR NONRENEWAL. Following the early
termination of the Employment Period pursuant to Paragraph 5(a) or Nonrenewal
of this Agreement pursuant to Paragraph 1(c), Executive (or, in the event of
his death, his surviving spouse, if any, his estate, or such other beneficiary
as the Executive may designate by written notice to the Company) shall be paid
compensation in accordance with the following provisions.
(i) Should the Executive's employment with the Company terminate for
any reason, his Earned Salary and accrued vacation shall be paid
through his last day of employment at the end of the Company's next
regular pay period and Vested Benefits shall be payable in accordance
with their terms. In addition:
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
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(ii) Should the Executive's employment with the Company terminate for
Cause or should the Executive terminate this Agreement without Good
Reason, other than the payments set forth in b.(i) above and any
entitlement to any Vested Benefits, the Company shall have no further
obligations to the Executive.
(iii) Should the Executive's employment with the Company terminate
Without Cause, for Good Reason, for Change of Control or because of
the non- renewal of this agreement, he shall be paid the Severance
Benefit, Additional Benefits, Vested Benefits and Incentive
Compensation. Notwithstanding anything to the contrary in this
Agreement, no Severance Benefit or Incentive Compensation shall be
payable if the Executive violates the terms and covenants of section 6
of this Agreement. Moreover, Executive agrees that if he violates
section 6 of this Agreement he shall repay forthwith the Company any
amount of the Severance benefit or Incentive Compensation previously
paid pursuant to this Paragraph.
(iv) Should the Executive's employment with Company terminate due to
death or Disability, the Company shall pay the Executive an amount
equal to: a pro-rated amount equal to the product of the Bonus
Target for the year in which termination occurs and a fraction the
numerator of which is equal to the number of days in the calendar year
of the Executive's termination of employment which have elapsed as of
the date of such termination and the denominator of which is 365; plus
any long-term cash incentive compensation awards held by the Executive
at the date of his termination, which shall be payable, if at all,
based upon actual Company performance results (but without regard to
any individual performance criteria) for the applicable pro rata
portion of performance period.
c. TIMING OF PAYMENTS. The payments referred to in Paragraph 5 (b) shall be
made as follows: Earned Salary shall be paid in cash in a single lump sum as
soon as practicable, but in no event more than ten business days, following
the end of the Employment Period. Severance Benefits shall be paid in equal
biweekly installments during the two year period immediately following the
Executive's termination. Incentive Compensation shall be payable at the
same time as similar awards are paid to other executives still actively
employed by the Company and participating in the plans under which the awards
are payable. Vested Benefits shall be payable in accordance with the terms of
the plan (including, without limitation, the extension of the exercise period
of options under any stock option plan) under which such benefits have been
awarded or accrued. Additional Benefits shall be provided or made available at
the times specified below as to each such Additional Benefit.
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Employment Agreement - October 3, 1997
Page -5-
d. DEFINITIONS. For purposes of Paragraphs 5 and 6, capitalized terms have
the following meanings:
"ADDITIONAL BENEFITS" consists of the following rights and benefits:
except as otherwise provided below, Executive (and, to the extent
applicable, his dependents) will be entitled to continue participation
in all of the Company's health benefit plans (the "Health Plans"),
until the second anniversary of Executive's termination of employment
(the "End Date"); provided that Executive's participation in the
Company's Health Plans shall cease on any earlier date that Executive
becomes eligible for comparable benefits from a subsequent employer.
To the extent any such benefits cannot be provided under the terms of
the applicable plan, policy or program, the Company shall provide a
comparable benefit under another plan or from the Company's general
assets. Executive's participation in the Health Plans will be on the
same terms and conditions that would have applied had Executive
continued to be employed by the Company through the End Date. The
Company shall deduct the Executive's cost of the foregoing benefits
from the Executive's Severance benefit payments at the same intervals
as they were deducted from his Base Salary during the Employment
Period.
"DISABILITY" means "disability" as defined in the Company's Long Term
Disability Plan.
"EARNED SALARY" means any Base Salary earned, but unpaid, for services rendered
to the Company on or prior to the date on which the Employment Period ends
pursuant to Paragraph 5(a) or because of the Nonrenewal of this Agreement
pursuant to Paragraph 1 (c).
"INCENTIVE COMPENSATION" consists of the sum of:
(i) a pro-rated amount equal to the product of the Bonus Target for
the year in which termination occurs and a fraction the numerator of
which is equal to the number of days in the calendar year of
Executive's termination of employment which have elapsed as of the
date of such termination and the denominator of which is 365; plus
(ii) an amount equal to twice the amount of the Bonus Target for the
calendar year in which termination occurs; plus
(iii) any long-term cash incentive compensation awards held by
Executive at the date of his termination, which shall be payable, if
at all, based upon actual Company performance results (but without
regard to any individual performance criteria) for the applicable pro
rata portion of performance period.
"SEVERANCE BENEFIT" means two year's Base Salary based upon the Executive's
Base Salary on the date the Executive's employment terminates.
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Employment Agreement - October 3, 1997
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"TERMINATION FOR CHANGE IN CONTROL" means a termination of Executive's
employment by the Company for any reason other than cause at the sole
discretion of the Company within one year following the date upon which
Continental Casualty Company and any affiliates no longer are able collectively
to elect a majority of The Board.
"TERMINATION FOR CAUSE" means a termination of the Executive's employment by
the Company (A) due to conduct of the Executive, which is determined by the
Board, in its sole discretion, to be to: (i) a willful and continued failure
to perform the material duties of his position, (ii) a fraud against the
Company or (iii) a material breach of any provision of this Agreement which has
had (or is expected to have) a material adverse effect on the business of the
Company or its subsidiaries; or (B) due to the Executive's conviction of a
felony.
"TERMINATION FOR GOOD REASON" means a termination of Executive's employment by
Executive within 90 days following (i) a material diminution in Executive's
positions, duties and responsibilities from those described in Paragraph 2
hereof, (ii) the removal of Executive from, or the failure to re-elect
Executive as a member of, the Board, (iii) a reduction in Executive's annual
Base Salary, (iv) a material reduction in the aggregate value of the
retirement, profit sharing and welfare benefits provided to Executive from
those in effect as of the Commencement Date (other than a reduction which is
proportionate to the reductions applicable to other senior executives pursuant
to a cost-saving plan that includes all senior executives) . Notwithstanding
the foregoing, a termination shall not be treated as a Termination for Good
Reason (i) if Executive shall have consented in writing to the occurrence of
the event giving rise to the claim of Termination for Good Reason or (ii)
unless Executive first shall have delivered a written notice to the Company
within 30 days of his having actual knowledge of the occurrence of one of such
events stating that he intends to terminate his employment for Good Reason and
specifying the factual basis for such termination, and such event, if capable
of being cured, shall not have been cured within 30 days of the receipt of such
notice.
"TERMINATION WITHOUT CAUSE" means any termination of Executive's employment by
the Company other than a Termination for Cause.
"VESTED BENEFITS" means amounts which are vested or which Executive is
otherwise entitled to receive under the terms of or in accordance with any plan
maintained by the Company at or subsequent to the date of his termination
without regard to the performance by Executive of further services or the
resolution of a contingency.
e. FULL DISCHARGE OF COMPANY OBLIGATIONS. In consideration of receiving any
payments or benefits under section 5 of this Agreement, the Executive agrees to
sign a release in the form attached to this Agreement as Exhibit A, as a
condition precedent to receiving them. The amounts payable to Executive
pursuant to this Paragraph 5 following termination of his employment (including
amounts payable with respect to Vested Benefits) shall be in full and complete
satisfaction of Executive's rights under this Agreement and any other claims he
may have in respect of his employment by the Company or any of its
subsidiaries. Such amounts shall constitute liquidated damages with respect to
any and all such rights and claims and, upon Executive's receipt of such
amounts, the Company shall be released and discharged from any and all
liability to Executive in connection with this Agreement or
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
Page -7-
otherwise in connection with Executive's employment with the Company and its
subsidiaries. Nothing in this Paragraph 5(e) shall be construed to release the
Company from any obligation to indemnify Executive and hold Executive harmless
from and against any claim, loss or cause of action arising from or out of
Executive's performance as an officer, director or employee of the Company or
any of its subsidiaries or in any other capacity, including any fiduciary
capacity, in which Executive served at the request of the Company to the
maximum extent permitted by applicable law and the Governing Documents.
6. NONCOMPETITION AND CONFIDENTIALITY.
By and in consideration of the salary, benefits and other consideration,
contained in this Agreement, the adequacy and receipt of which is hereby
acknowledged, the Executive agrees that :
a. NONCOMPETITION. During the Employment Period and during the two year period
(the "Restriction Period") following any termination or Nonrenewal of the
Executive's employment , the Executive shall not whether as a principal,
partner, employee, agent, consultant, shareholder (other than as a holder, or a
member of a group which is a holder, of not in excess of 1% of the outstanding
voting shares of any publicly traded company) or in any other relationship or
capacity: (I) become associated with any entity that is actively engaged or
takes any steps to plan to be engaged in any geographic area in the surety
business or in any other business which is in competition with the business in
which the Company is engaged or to the Executive's knowledge is actively
considering becoming engaged. (II) contact, call upon, solicit business from,
sell, or render services to, any customer or licensed agent of the Company with
respect to any service or product identical or similar to any services or
products provided or sold by the Company, including but not limited to current
products or those under development, distribution strategy, development of
computer software and administrative systems for administration.
b. CONFIDENTIALITY. The Executive acknowledges and agrees that all records
(whether written or recorded electronically) including but not limited to agent
and client lists, files, reports, notes, internal memoranda and manuals
relating to the Company's business; business plans, business processing
techniques, systems and methods; budgets; financial statements; compilations;
or summaries of the foregoing, by whomever prepared, and copies or
reproductions of the foregoing, relating to the Company's operations or
activities, or to the operations or activities of any of the Company's
customers, agents, suppliers, vendors, or subsidiary companies thereof, made or
received by the Executive during the course of his employment with the Company
have been, are and shall remain the sole and exclusive property of the Company
and were held by the Executive during his employment only as a trustee for the
Company which, at all times, retained ownership and control of said records.
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
Page -8-
c. NON-SOLICITATION OF EMPLOYEES. During the Employment Period and the two
year period following any termination or Nonrenewal of Executive's employment,
Executive shall not directly or indirectly solicit, nor shall any entity with
which the Executive is associated encourage or induce any employee of the
Company or any of its subsidiaries to terminate employment with it, and shall
not directly or indirectly, either individually or as owner, agent, employee,
consultant or otherwise, employ or offer employment to any person who is or was
employed by the Company or a subsidiary thereof unless such person shall have
ceased to be employed by it for a period of at least six months.
d. COMPANY PROPERTY. Except as expressly provided herein, promptly following
Executive's termination of employment, Executive shall return to the Company
all property of the Company, and all copies thereof in Executive's possession
or under his control.
e. INJUNCTIVE RELIEF AND OTHER REMEDIES WITH RESPECT TO COVENANTS. Executive
acknowledges and agrees that the covenants and obligations of Executive with
respect to noncompetition, nonsolicitation, confidentiality and Company
property, relate to special, unique and extraordinary matters and that a
violation of any of the terms of such covenants and obligations will cause the
Company irreparable injury for which adequate remedies are not available at
law. Executive acknowledges and agrees that the geographic scope of his
employment with the Company is national, and that the national geographic and
the two year restrictions placed upon him in Paragraph 6 of this Agreement are
reasonable and necessary to the preservation and vitality of the Company's
business, reputation, and good will due to the nature of the Company's
business, and given his knowledge and expertise within the insurance industry
and the consideration provided in this Agreement, that he will be able to earn
a satisfactory livelihood or otherwise provide for his financial security
without violating such restrictions.
Therefore, Executive agrees that the Company shall (i) be entitled to, on both
an interim and final basis, an injunction, restraining order or such other
equitable relief (without the requirement to post bond) restraining Executive
from committing any violation of the covenants and obligations contained in
this Paragraph 6 and (ii) have no further obligation to make any payments to
Executive hereunder following any material violation of the covenants and
obligations contained in this Paragraph 6. These remedies are cumulative and
are in addition to any other rights and remedies the Company may have at law or
in equity. In connection with the foregoing provisions of this Paragraph 6,
Executive represents that his economic means and circumstances are such that
such provisions will not prevent him from providing for himself and his family
on a basis satisfactory to him.
The Executive and Company agree that Paragraph 6 of this Agreement is not
subject to the provisions of Paragraph 7(b). The Executive agrees that in the
event he violates said Paragraph 6 he will pay all costs and expenses with
respect to the prosecution or defense of any claim or suit brought by or
against the Company including, but not limited to, reasonable attorneys' fees.
The Executive further agrees that in the event he in any way violates the
provisions set forth in Paragraph 6, the Company would suffer irreparable harm
for which both preliminary and final injunctive relief would be an appropriate
remedy in addition to such other relief to which the Company may also be
entitled.
f. For purposes of Paragraph 6 of this agreement "the Company" shall include
its subsidiaries.
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CNA Surety Corporation EXHIBIT 10(14)
Employment Agreement - October 3, 1997
Page -9-
g. Notwithstanding anything herein to the contrary, should the Executive
terminate the employment period without Good Reason or should the Company
terminate it for Cause, the two year period referred to at various points in
this paragraph shall be reduced to one year.
7. MISCELLANEOUS.
a. SURVIVAL. Paragraphs 5 (relating to early termination), 6 (relating to
noncompetition, nonsolicitation and confidentiality, 7(b) (relating to
arbitration), 7(c) (relating to legal fees) and 7(o) (relating to governing
law) shall survive the termination hereof.
b. ARBITRATION. Except for disputes arising out of or relating to the
provisions of Paragraph 6, any dispute arising out of or relating to this
Agreement, including each and every aspect of the relationship of the Executive
and the Company, shall be resolved by binding arbitration. The arbitrator shall
be a retired federal judge. If the parties cannot agree on an acceptable
arbitrator, the dispute shall be heard by a panel of three retired judges,
one appointed by each of the parties and the third appointed by the other two
arbitrators. The arbitrator shall hear and decide the dispute not by
compromise but according to law as if sitting in court applying the rules of
evidence. The arbitrator's decision shall be in writing and shall set forth the
facts and law supporting such decision. The arbitration shall be held in
Chicago, Illinois and except as otherwise provided in this Paragraph, shall be
conducted in accordance with the Voluntary Labor Arbitration Rules of the
American Arbitration Association then in effect at the time of the arbitration.
c. BINDING EFFECT. This Agreement shall be binding on, and shall inure to the
benefit of, the Company and any person or entity that succeeds to the interest
of the Company (regardless of whether such succession does or does not occur by
operation of law) by reason of the sale of all or a portion of the Company's
stock, a merger, consolidation or reorganization involving the Company or,
unless the Company otherwise elects in writing, a sale of the assets of the
business of the Company (or portion thereof) in which Executive performs a
majority of his services. This Agreement shall also inure to the Benefit of
Executive's heirs, executors, administrators and legal representatives.
d. ASSIGNMENT. Except as provided under Paragraph 7(d), neither this
Agreement nor any of the rights or obligations hereunder shall be assigned or
delegated by any party hereto without the prior written consent of the other
party.
e. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties hereto with respect to the matters referred to herein. No other
agreement relating to the terms of Executive's employment by the Company, oral
or otherwise, shall be binding between the parties unless it is in writing and
signed by the party against whom enforcement is sought. There are no promises,
representations, inducements, or statements between the parties other than
those that are expressly contained herein. Executive acknowledges that he is
entering into this Agreement of his own free will and accord, and with no
duress, that he has read this Agreement and that he understands it and its
legal consequences.
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Employment Agreement - October 3, 1997
Page -10-
f. SEVERABILITY; REFORMATION. In the event that one or more of the provisions
of this Agreement shall become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby. In the event that any of the
provisions of any of Paragraph 6(a), (b) or (c) is not enforceable in
accordance with its terms, Executive and the Company agree that such Paragraph
shall be reformed to make such Paragraph enforceable in a manner which provides
the Company the maximum rights permitted at law.
g. WAIVER. Waiver by any party hereto of any breach or default by the other
party of any of the terms of this Agreement shall not operate as a waiver of
any other breach or default, whether similar to or different from the breach or
default waived. No waiver of any provision of this Agreement shall be implied
from any course of dealing between the parties hereto or from any failure by
either party hereto to assert its or his rights hereunder on any occasion or
series of occasions.
h. NOTICES. Any notice required or desired to be delivered under this
Agreement shall be in writing and shall be delivered personally, by courier
service, by registered mail, return receipt requested, or by telecopy and shall
be effective upon actual receipt by the party to which such notice shall be
directed, and shall be addressed as follows (or to such other address as the
party entitled to notice shall hereafter designate in accordance with the terms
hereof):
If to the Company:
CNA Surety Corporation
XXX Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
If to Executive:
The home address of Executive noted on the records of the Company.
i. AMENDMENTS. This Agreement may not be altered, modified or amended except
by a written instrument signed by an authorized representative of the Company
and by the Executive.
j. HEADINGS. Headings to paragraphs in this Agreement are for the convenience
of the parties only and are not intended to be part of or to affect the meaning
or interpretation hereof.
k. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed an original but all of which together shall constitute
one and the same instrument.
l. WITHHOLDING. Any payments provided for herein shall subject to withholding
pursuant to applicable Federal, State, and local law then in effect.
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Employment Agreement - October 3, 1997
Page -11-
m. GOVERNING LAW. This Agreement shall be governed by the laws of the State
of Delaware, without reference to principles of conflicts or choice of law
under which the law of any other jurisdiction would apply.
n. SOURCE OF PAYMENT. The payments and benefits provided for herein other than
stock options may, at the option of the Company, be provided by one or more of
its subsidiaries, rather than the Company, itself.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its
duly authorized officer and the Executive has hereunto set his hand as of the
day and year first above written.
CNA SURETY CORPORATION
WITNESS: WITNESS:
[SIG] [SIG]
By: /s/ Xxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxxx
------------------------------- ----------------------------
Xxxxxx X. Xxxxxx Xxxx X. Xxxxxxxx
WITNESS:
/s/ Xxxx X. Xxxxxxxx [SIG]
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XXXX X. XXXXXXXX
