Exhibit 10.5
FARMSTEAD TELEPHONE GROUP, INC.
XXXXXX X. XXXXXX, XX.
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of the 1st day of January, 1998, between
Farmstead Telephone Group, Inc., a Delaware corporation (the "Company"), and
Xxxxxx X. Xxxxxx, Xx. (the "Executive").
RECITALS
The Company is engaged in various businesses, including the sale of new,
and the secondary market resale of, used Lucent telephone parts and systems,
the distribution of related re-manufactured products, the provision of repair,
refurbishment and other services for telephone equipment, and the sale of voice
mail and other telephone-related products (collectively, the "Business").
Executive is the founder of the Company and is the Chairman of the Board
of Directors (the "Board") and Chief Executive Officer. He is also currently
the President of the Company and is an executive officer of the Company.
The Company and the Executive acknowledge that the Executive's abilities
and services are important to the prospects of the Company. For this reason,
the Company desires to assure itself of the future services of the Executive,
and to provide certain security to Executive, and the Executive desires to
accept employment as provided in this Agreement.
NOW, THEREFORE, in consideration of the mutual and dependent promises
hereinafter set forth, the parties, intending to be legally bound, do hereby
agree as follows:
ARTICLE I
Employment
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Section 1.1 Employment. The Company agrees to employ the Executive during
the Active Employment Period (as referred to in Section 2.1(a) below) as the
Chairman of the Board and Chief Executive Officer and President of the Company.
The Company agrees to employ the Executive during the Limited Employment Period
(as referred to in Section 2.1(b) below) as Chairman of the Board and in such
other comparable capacities as are consistent with his position during the
Active
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Employment Period. The period of employment under this Agreement shall
commence on the date of this Agreement and shall continue for the Term as
provided in Article II.
Section 1.2 Duties. The Executive shall serve as Chairman of the Board
and Chief Executive Officer and President of the Company, or in such other
equal or superior capacity as may be designated by the Board, provided that
Executive's continued service as a director of the Company is subject to his
continued election to the Board by the Shareholders of the Company. As Chairman
of the Board, Chief Executive Officer, and President, Executive shall be
employed in an executive management capacity, and Executive shall report only
to the Board. Executive shall perform such duties and services consistent with
such positions as may be assigned to him from time to time by the Board.
Executive agrees, subject to his election as such, to serve as a member of any
committee of the Board. During the Active Employment Period, Executive shall
devote substantially all of his working time, attention and skill during the
normal business week to the business and affairs of the Company and shall
perform diligently and faithfully his duties as Chairman of the Board and Chief
Executive Officer and President. During the Limited Employment Period, the
Executive shall devote time as referred to in Section 2.2 below.
Notwithstanding the above, during the Term of this Agreement (a) Executive may
have involvement with other businesses so long as such businesses are not
competitive with the business of the Company and such activities do not
interfere with Executive's obligations to the Company as described above, and
(b) Executive may serve on the boards of directors of other corporations so
long as the business of such corporations is not competitive with the business
of the Company.
Section 1.3 Compensation.
(a) Base Salary. The Company shall pay to Executive during each
calendar year during the Active Employment Period (as referred to in Section
2.1(a) below) of this Agreement an annual base salary (the "Base Salary"). The
initial rate of Base Salary effective as of January 1, 1998 is $200,000 and
Executive shall be paid at that annual rate for the balance of 1998. Such Base
Salary will be increased as follows:
(i) Effective January 1, 1999, to $250,000; and
(ii) Effective January 1, 2000, to $300,000.
Subsequently, such Base Salary may be increased (but not decreased)
by the Board in its discretion in connection with its annual review of the
Company's performance at the end of each calendar year. The Base Salary shall
be payable in accordance with customary payroll practices of the Company, but
in no event less frequently than monthly.
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(b) Annual Bonus. For each calendar year during the Term of this
Agreement, commencing in 1998, Executive shall be eligible for a bonus of up to
fifty (50%) percent of the Base Salary in effect as of January 1 of the subject
year.
(i) The Board of Directors will establish at the beginning of
each subject year the provisions that will determine the
payment of the bonus amount;
(ii) Such provisions may include profitability, growth or other
financial measures, and other goals or objectives, all of
which may vary from year to year; and
(iii) Executive can draw up to 50% of the maximum bonus quarterly
during the subject year.
(c) Special Bonus. Executive will be paid a special bonus of $25,000
effective as of January 1, 1998.
Section 1.4 Stock Options.
(a) Option Grant. Executive shall be granted, effective as of January
2, 1998, a nonqualified stock option under the 1992 Stock Option Plan for
500,000 shares at the fair market value as of January 2, 1998.
(b) Vesting. Upon grant, fifty (50%) percent of the option grant shall
be vested immediately. The balance of the grant shall become vested at the end
of four years, six months from the date of the grant. Notwithstanding the
above, the options shall be subject to acceleration of vesting upon achievement
of financial goals to be established by the Board of Directors.
(c) Exercise. The options may be exercised up to ten years from the
date of grant.
(d) Change in Control. In the event of a change in control as defined
in Section 5.1, all unvested options will immediately become vested and
exercisable.
(e) Other Provisions. In other respects not set forth above, the option
grant will be subject to all provisions of the 1992 Stock Option Plan and will
be evidenced by a written agreement between Executive and the Company.
Section 1.5 Benefits
(a) Standard Benefits. The Executive shall be entitled during the Term
of this Agreement to participate in any Company benefits for executive
officers, including, but not limited to, four (4) weeks paid annual vacation
(which will accrue and may be carried over to the extent not actually
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taken in a particular year), health insurance and other benefits generally
provided to such executive officers, provided that there will be no vacation
benefits during the Limited Employment Period.
(b) Other Benefits. In addition, Executive shall also be entitled to
the following other benefits during the Term of the Agreement:
(i) The Company shall make available to Executive for business
use an Acura RL, or comparable car of Executive's choice, and
the Company shall be responsible for maintenance and
insurance of the vehicle and replacement every three (3)
years;
(ii) Executive shall be entitled to be reimbursed (up to $5,000 in
the aggregate) for the initiation fees for membership in a
country club and a health club of Executive's choice, and
ongoing dues and costs associated with the use of such clubs
for business purposes;
(iii) The Company shall maintain life insurance coverage naming
Executive's designee as beneficiary in the benefit amount of
$1,500,000, of which at least $1,000,000 will be a split
dollar policy, with the Executive having the right to
continue the insurance as provided in Section 2.10;
(iv) The Company shall maintain long-term disability insurance
covering Executive which shall provide to Executive a benefit
equal to sixty (60%) of total annual cash compensation,
defined as the Base Salary then in effect, plus the average
of annual bonuses paid over the prior three (3) years;
(v) The Company shall, during the Term of this Agreement and for
two years after the end of the Term, continue to maintain, to
the extent reasonably available in the judgment of the Board,
directors and officers liability insurance to cover any acts
or omissions by Executive as an officer or director during
the Term of this Agreement;
(vi) The Executive will be entitled to retirement benefits as
outlined in a Supplemental Executives' Retirement Plan
Agreement to be mutually-agreed between Executive and Company
based on the attached adoption agreement; and
(vii) The Executive will be reimbursed for professional estate and
financial planning services up to $5,000 in 1998 and an
average of $1,000 per year thereafter.
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(c) Upon submission of appropriate invoices or vouchers, the Company
shall pay or reimburse the Executive for all reasonable expenses that he incurs
in the performance of his duties during the Term of this Agreement in
furthering the business, and in keeping with the policies, of the Company.
ARTICLE II
Term and Termination
--------------------
Section 2.1 Employment Period. Subject to Section 2.3 below, the Company
agrees to employ the Executive for ten (10) years (the "Term"):
(a) during five (5) consecutive years of full-time employment
commencing January 1, 1998, "Active Employment Period," plus;
(b) during five (5) consecutive years of limited employment, "Limited
Employment Period", commencing January 1, 2003.
Section 2.2 Limited Employment Period. During the Limited Employment
Period, Executive shall be available to provide up to fifty (50) days of active
service per year. The Executive shall be paid at an annual amount equal to
one-third (1/3) of the Base Salary rate in effect at the time of commencement
of the Limited Employment Period, but not less than One Hundred Thousand
Dollars ($100,000) annually. If Executive is required to provide more than 50
days of active service in a year, he will be paid an additional amount for such
extra days at a per diem rate of Two Thousand Dollars ($2,000) per day.
Section 2.3 Expiration or Termination of Employment. Employment under
this Agreement will be terminated upon the earlier to occur of:
(a) expiration of the Term;
(b) upon Executive's death;
(c) upon Executive's permanent disability;
(d) upon the date the Executive's Active Employment Period is
terminated by the Company or the Executive in accordance with Section 2.4 or
2.5; or
(e) if during the Limited Employment Period, Executive's employment is
terminated by the Company or the Executive as provided in Sections 2.4 or 2.5.
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Section 2.4 Termination by the Company. The Term of this Agreement shall
end if the Company determines to terminate Executive either "for cause" or
"without cause" at any time during the Term of this Agreement. Except in the
case of termination "for cause," termination by the Company will not be
effective until thirty (30) days after the Company has given written notice to
the Executive of such termination.
Section 2.5 Termination by Executive. The Term of this Agreement shall
end if, at any time during the Term, the Executive determines to terminate his
employment either "voluntarily" or "with good reason." The Executive may
terminate his employment voluntarily at any time upon ninety (90) days written
notice to the Company, provided that the Company may, in such circumstances,
require Executive to vacate the Company's premises prior to the expiration of
such ninety (90) day period so long as the Company continues to provide the
applicable, then-current compensation and benefits to Executive for the
duration of such ninety (90) days period. The Executive may terminate his
employment upon written notice to the Company, effective immediately, upon the
occurrence of "good reason" as defined below, provided that such notice must be
given by Executive within thirty (30) days after the event constituting "good
reason."
Section 2.6 Defined Terms. The following terms shall have the meanings
prescribed:
(a) "For cause" shall mean: (i) a conviction of Executive for the
willful commission of a felony or the willful perpetration by Executive of a
material dishonest act against the Company, or (ii) the willful failure of
Executive to act in accordance with any reasonable instruction of the Board
relating to the performance of Executive's employment duties in accordance with
this Agreement, if such failure is not corrected within seven business days
after Executive's receipt of written notification by the Board (acting by
majority) of such failure; provided, however, that the provisions of this
Section 2.6(a)(ii) shall not constitute "for cause" if an event constituting
"good reason" (as defined below) has occurred within 60 days prior to such
notice.
(b) "Good reason" shall mean a reduction in Base Salary, a material
adverse change in the method of determining Executive's bonus, a material
reduction in Executive's responsibilities or benefits, any other material
breach of this Agreement by the Company, a relocation of the Company's
corporate offices in excess of fifty (50) highway miles from the current
locations of such offices, or the failure to re-elect Executive as Chairman of
the Board and Chief Executive Officer and President or the other removal of
Executive from those positions (other than for cause by the Company or
voluntarily by executive). Notwithstanding the above, during the Limited
Employment Period, a failure to elect Executive Chief Executive Officer and
President will not constitute "Good Reason" if Executive is elected Chairman of
the Board.
Section 2.7 Severance Pay.
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(a) If the Company terminates this Agreement without cause during the
Active Employment Period as referred to in Section 2.4, the Executive shall be
entitled to severance equal to three (3) times the Executive Compensation
Amount (as defined below). For purposes of this Agreement, the "Executive
Compensation Amount" at any time shall mean the total of Executive's
then-current Base Salary, plus the average of Bonuses paid to Executive for the
three (3) most recent calendar years. Such severance shall be paid to the
Executive as follows: one-half (1/2) within fifteen (15) days following the
effective date of termination and the balance in equal weekly installments over
the twelve (12) months following the effective date of termination. The
Executive shall also be entitled to continue to receive all benefits as
referred to in Section 1.5(a) and 1.5(b)(iii) and (iv) until the earlier of (x)
the date Executive commences receiving benefits from another employer, or (y)
twenty-four (24) months following the effective date of termination.
(b) If the Executive terminates this Agreement with good reason during
the Active Employment Period as referred to in Sections 2.5 and 2.6(b), the
Executive shall be entitled to severance pay equal to three (3) times the
Executive Compensation Amount to be paid as provided in Section 2.7(a).
Executive shall also be entitled to continue to receive all benefits as
referred to in Section 2.7(a) during the period referred to in Section 2.7(a).
(c) If the Company terminates this Agreement without cause or the
Executive terminates this Agreement with good reason (to the extent applicable)
during the Limited Employment Period, the Executive shall be entitled to
payment of the total amount that would have been due for the time remaining in
the Term of the Limited Employment Period, payable at the times provided in
Section 2.7(a). Executive shall also be entitled to continue to receive all
benefits as referred to in Section 2.7(a) during the period referred to in
Section 2.7(a).
(d) Executive shall not be entitled to severance pay or other
compensation from the Company if the Term of the Agreement expires as provided
in Section 2.3(a), is terminated for cause by the Company as referred to in
Sections 2.4 and 2.6(a), or if Executive leaves the Company voluntarily as
provided in Section 2.5.
(e) Executive agrees that the above severance pay will constitute an
adequate and complete severance in the event of termination or expiration of
this Agreement as provided above, and Executive waives any other claims for
compensation or severance or other liability from the Company in such
situations except as otherwise expressly provided in this Agreement.
Section 2.8 Obligations Upon Death. If the Executive dies during the Term
of this Agreement, the Company's obligations under this Agreement shall
terminate immediately and the Executive's estate shall be entitled to all
arrearage of salary and expenses but shall not be entitled to further
compensation. In addition, Executive's estate shall be entitled to receive such
benefits under the terms of any plan and programs of the Company applicable to
Executive, including, but not limited to, the life insurance referenced in
Section 1.5(b)(iii).
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Section 2.9 Termination Upon Permanent Disability. If the Executive is
permanently disabled, as determined by the insurance carrier underwriting the
benefit in Section 1.5(b)(iv), the Executive's employment with the Company
shall terminate, and the Executive shall be entitled to benefits under the
insurance maintained by the Company as provided in that section and under any
other Company plan or program, including, but not limited to, the Supplemental
Executives' Retirement Plan referred to in Section 1.5(b)(vi).
Section 2.10 Certain Insurance. Upon the expiration of the Term of this
Agreement or termination in a manner providing severance as set forth above,
Executive shall have the option, exercisable by him within thirty (30) days
after the effective date of termination or expiration, to continue the life
insurance policy referred to in Section 1.5(b)(iii) above, provided that
Executive shall be responsible for paying any premiums on such policy to keep
it in effect after the Company's obligations to maintain such policy as
provided above in this Agreement have ended.
Section 2.11 Survival of Provisions. Notwithstanding anything else in
this Agreement, the provisions of Articles III, IV and V shall survive the
termination of the Executive's employment with the Company.
ARTICLE III
Covenants, Representations and Warranties
-----------------------------------------
Section 3.1 Covenant Not to Disclose. The Executive agrees that, in
performing this normal duties with the Company and by virtue of the
relationship of trust and confidence between the Executive and Company, he
possesses and will possess certain knowledge of operations and other
confidential information of the Company which are of a special and unique
nature and value to the Company. The Executive covenants and agrees that he
will not, at any time, whether during the Term of this Agreement, or for
twenty-four (24) months after the expiration or termination of this Agreement,
otherwise, reveal, divulge or make known to any person or entity (other than
the Company) or use for his own account, any Company confidential record, data,
plan, trade secret, policy, strategy, method or practice of obtaining or doing
business, computer program, know-how or knowledge relating to customers, sales,
suppliers, market developments, equipment, processes, products or any other
confidential information whatever (the "Confidential Information"), whether or
not obtained with the knowledge and permission of the Company and whether or
not developed, devised or otherwise created in whole or in part through the
efforts of the Executive. The Executive further covenants and agrees that he
shall retain all Confidential Information which he acquires or develops in
trust for the sole benefit of the Company and its successors and assigns.
Confidential Information shall not include any information which has entered
the public domain otherwise than by reason of a disclosure by the Executive or
which is made available by a third party to Executive with right to disclose.
The Executive agrees to deliver to the Company at the termination of his
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employment or at any other time the Company may request, all Company property,
including, but not limited to, Confidential Information which he then may
possess or have under control.
Section 3.2 Inventions and Patents. The Executive agrees that all
inventions, innovations or improvements in the Company's methods of conducting
its business (including new contributions, improvements, ideas and discoveries,
whether patentable or not) conceived or made by him during the employment
period belong to the Company. The Executive agrees to promptly disclose such
inventions, innovations or improvements to the Company and take all actions
reasonable requested by the Company to establish and confirm such ownership.
ARTICLE IV
Covenant Not To Compete
-----------------------
Section 4.1 Restrictive Covenant. The Executive covenants and agrees with
the Company so long as he is employed by the Company, and for twenty-four (24)
months following the effective date of termination of Executive's employment
with the Company for which he receives a severance benefit pursuant to Sections
2.7(a) or (b) or for twelve (12) months following the termination of
Executive's employment with the Company for which he receives a severance
benefit pursuant to Section 2.7(c), Executive shall not, anywhere in the
Restricted Area, either directly or indirectly, compete with, own, have an
interest in, manage, engage in or be employed by, connected with or work for,
any person, corporation, partnership or other entity that competes with the
Business of the Company or its successors or assigns, or which is owned by,
affiliated with, or the owner of any such competitor of the Company, without
the written consent of the Company.
Section 4.2 Definitions. The following terms shall have the meanings
prescribed:
(a) "Business" shall refer to the Business as described in the Recitals
to this Agreement. The Business shall include any of the foregoing activities
as conducted by the Company (i) as of the date of the execution of this
Agreement, (ii) during the Term of this Agreement, (iii) as of the termination
or expiration date, or (iv) as reasonably proposed by the Company as of the
termination or expiration date.
(b) "Compete" shall mean engaging, participating, or being involved in
any respect or in any capacity in the business of, or furnishing any aid,
assistance or service of any kind to any person or entity in connection with,
the trading, leasing, buying, selling, exchanging, lending to, borrowing from,
marketing, merchandising, importing, exporting, distributing, or producing, of
any product or service similar in either design or function, or both, to any
product or service of the Business.
(c) "Restricted Area" shall mean any geographic area in which the
Company is doing Business at any time during this Agreement.
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Section 4.3 Non-Compete Election. In the event that the Executive leaves
the employment of the Company in circumstances that would not otherwise require
the Company to make a severance payment, the Company may, at its election,
decide to make a severance payment to Executive for up to six (6) months and
the non-compete provisions of this Article IV shall apply during such
designated period. Such severance pay shall be equal to 1/12 of the Executive
Compensation Amount multiplied by the number or months designated by the
Company (up to six months) as the severance period. Such severance shall be
paid in a lump sum within fifteen days after the effective date of termination
and Executive shall also be entitled to continue to receive all benefits as
provided in Section 1.5(a) until the earlier of (x) the date Executive
commences receiving benefits from another employer, or (y) the completion of
such designated severance period.
Section 4.4 "Blue Pencil" Rule. The Executive and the Company desire that
the provisions of Article IV be enforced to the fullest extent permissible
under the laws and public policies applied in each jurisdiction in which
enforcement is sought. If a court of competent jurisdiction, however,
determines that any restrictions imposed on the Executive in this Article IV
are unreasonable or unenforceable because of duration, area of restriction, or
otherwise, the Executive and the Company agree and intend that the court shall
enforce this Article IV to whatever extent the court deems reasonable. The
parties intend that the court shall have the right to strike or change any
provision of Article IV and substitute therefor different provisions to effect
the intent of this Section 4.4.
Section 4.5 Legitimate Purpose. The Executive has read carefully all of
the terms and conditions of this Article IV and agrees that the restraints set
forth herein: (a) are reasonable and necessary to support the legitimate
business interests and goodwill of the Company; and (b) will not preclude the
Executive from earning a livelihood during the life of this Article IV.
ARTICLE V
Change in Control
-----------------
Section 5.1 Change in Control Definition. A "change in control" of the
Company shall be deemed to have occurred if (a) any "person" (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), as amended is or becomes the "beneficial owner" (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Company representing more than thirty (30%) percent of the combined voting
power of the Company's then outstanding securities, or if (b) over any twelve
(12) month period ("Period") during the Term of this Agreement, individuals who
at the beginning of such Period constitute the Board of the Company do not
constitute at least fifty (50%) percent of the number of Directors elected
during such twelve (12) month Period, or if (c) the Board adopts a resolution,
in its sole discretion, to the effect that a material change in control of the
Company has occurred for the purposes of this Agreement. For purposes of clause
(b) above, a person who was not a Director at the beginning of such Period but
who has (i) filled the place of a Director who has died or has retired in the
ordinary course in accordance with any Company policies then in effect, and
(ii) been approved in advance by
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Directors who constitute at least two-thirds (2/3rds) of the Directors who
were, or are deemed to be, Directors at the beginning of the Period shall for
purposes of this provision be deemed to be a Director since the beginning of
the Period. Upon the occurrence of a change of control described above, the
Executive shall have the right to elect to terminate his employment under
this Agreement by resignation at any time during the thirty (30) day period
immediately following the expiration of six (6) calendar months from the
event giving rise to said change in control, and such resignation shall be
effective fourteen (14) days after delivery of such resignation in written
form to the Company. Nothing herein shall prevent Executive from terminating
his employment for good reason, pursuant to Section 2.5, at any time.
Section 5.2 Impact of Change in Control. Upon resignation by Executive
after a change in control as provided in Section 5.1 above:
(a) if during the Active Employment Period, the Company shall pay the
termination benefit described in Section 2.7(a) to Executive; and
(b) if during the Active Employment Period, shall result in immediate
vesting of all stock option grants then unvested; or
(c) if during the Limited Employment Period, the Company shall pay the
termination benefit described in Section 2.7(c) to Executive.
Section 5.3 Change in Control Payments. Severance payments, any other
payments, and amounts resulting from acceleration of unvested stock options
related to a change in control shall be payable in full, except that if such
payments and resultant additional parachute tax penalties result in a reduction
of the net amount received by the Executive, payment above the limits of
Section 280 G of the Internal Revenue Code of 1986 will not be made.
ARTICLE VI
Miscellaneous
-------------
Section 6.1 Notices. All notices required by this Agreement shall be in
writing and shall be sufficiently given if hand delivered, delivered by
overnight delivery service, or mailed by registered or certified mail, return
receipt requested, to the following addresses:
If to the Company: Farmstead Telephone Group, Inc.
00 Xxxxxxxx Xxxx Xxxxxx
Xxxx Xxxxxxxx, XX 00000
Attention:
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If to Executive: At the most recent address available in
the Company's employment records.
Any party may change its address by written notice to the other party. All
notices shall be deemed to have been given as of the date so delivered or
mailed.
Section 6.2 Waiver. The waiver by any party of any breach or default of
any provision of this Agreement shall not operate as a waiver of any subsequent
breach.
Section 6.3 Insurance. The Company may, at its election and for its
benefit, insure the Executive against accidental loss or death, and the
Executive shall submit to a physical examination and supply such information as
may be required in connection therewith.
Section 6.4 Complete Agreement. This Agreement embodies the complete
agreement and understanding between the parties and supersedes and preempts any
prior understandings, agreements or representations by or between the parties,
whether written or oral, which relate to the subject matter hereof in any way.
Section 6.5 Construction and Interpretation. Whenever possible, each
provision of this Agreement will be interpreted in such a manner as to be
effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed and reconstrued, and enforced to the
maximum extent possible, in such jurisdictions as if such invalid, illegal or
unenforceable provision never had been contained herein.
Section 6.6 Counterparts. This Agreement may be executed in separate
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.
Section 6.7 Amendments. Any provisions of this Agreement may be amended
only with the prior written consent of the Company and the Executive.
Section 6.8 Governing Law. This Agreement shall be interpreted under the
laws of the State of Connecticut.
Section 6.9 Assignment. This Agreement may not be assigned by any party
hereto, provided that the Company may assign this Agreement in connection with
a merger or consolidation
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involving the Company or a sale of substantially all its assets, to the
surviving corporation or purchaser as the case may be, so long as such
assignee assumes the Company's obligations hereunder.
FARMSTEAD TELEPHONE GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxx, Xx.
----------------------------------
XXXXXX X. XXXXXX, XX.
By: __________________________________
Address: _____________________________
______________________________________
______________________________________
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