EXHIBIT 10(g)
EXECUTIVE RETENTION AGREEMENT
This EXECUTIVE RETENTION AGREEMENT (this "Agreement") is made as of the
16th day of October, 1997 by New England Community Bancorp, Inc., a Delaware
corporation (the "Company"), and Xxxxx X. Xxxxxxx (the "Executive").
W I T N E S S E T H
WHEREAS, the Executive has been and continues to be employed by the Company
in a management capacity and has made and is expected to continue to make major
contributions to the business of the Company;
WHEREAS, the Company recognizes the possibility of a Change in Control (as
hereinafter defined); and
WHEREAS, the Company desires to reinforce and encourage the continued
attention and dedication of the Company's key executives, including the
Executive, to their responsibilities on behalf of the Company without
distraction in potentially disturbing circumstances arising from the possibility
of a Change in Control and to establish certain minimum severance benefits for
such key executives in the event of a Change in Control.
NOW, THEREFORE, the Company and the Executive agree as follows:
1. CERTAIN DEFINED TERMS. In addition to terms defined elsewhere
herein, the following terms shall have the following meanings when used
in this Agreement with initial capital letters:
(a) "Annual Compensation" shall mean the sum of (i) the
Executive's annual base salary at the highest rate in effect during the twelve
(12) months preceding the date of termination of the Executive's employment or,
if higher, during the twelve (12) months preceding the Change in Control, plus
(ii) the greatest amount of incentive bonus compensation received by the
Executive with respect to any year from, and including, the third year prior to
the year in which the Change in Control occurs or, if no such incentive bonus
compensation has been received by the Executive, prior to the occurrence of the
Change in Control, the Executive's target bonus for the year in which the Change
in Control occurs.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean that, prior to any termination of
employment by the Executive for Good Reason, the Executive shall have (i)
committed an intentional act of fraud, embezzlement or theft in connection with
his duties or in the course of his employment with the Company; (ii) committed
intentional, wrongful damage to property of the Company; or (iii) intentionally
and wrongfully disclosed confidential information of the Company. For purposes
of this Section 1(c), no act, or failure to act, on the Executive's part shall
be deemed "intentional" unless done, or omitted to be done, by the Executive not
in good faith and without reasonable belief that his action or omission was in
the best interests of the Company. Notwithstanding the foregoing, the Executive
shall not be deemed to have been terminated for Cause unless and until there
shall have been delivered to the Executive a copy of a resolution duly adopted
by an affirmative vote of not less than three-quarters (3/4) of the entire
membership of the Board at a meeting of the Board called and held for such
purpose, after reasonable notice to the Executive and an opportunity for the
Executive, together with the Executive's counsel (if the Executive chooses to
have counsel present at such meeting), to be heard before the Board, finding
that, in the good faith opinion of the Board, the Executive has committed an act
constituting "Cause" as herein defined and specifying the particulars thereof in
detail. Nothing herein will limit or otherwise affect the right of the Executive
or his beneficiaries to contest the validity or propriety of any such finding or
determination.
(d) "Change in Control" shall mean the occurrence during the Term
of the Agreement of:
(i) a report on Schedule 13D being filed with the Securities
and Exchange Commission pursuant to Section 13(d) of the Securities and Exchange
Act of 1934, as amended (the "Act") disclosing that any person other than the
Corporation or any employee benefit plan sponsored by the Corporation, is the
beneficial owner (as the term is defined in Rule 13d-3 under the Act) directly
or indirectly, of thirty-five percent (35%) or more of the total voting power
represented by the Corporation's then outstanding voting securities (calculated
as provided in paragraph (d) of Rule 13d-3 under the Act in the case of rights
to acquire voting securities); or
(ii) any person, other than the Corporation or any employee
benefit plan sponsored by the Corporation, purchasing shares pursuant to a
tender offer or exchange offer to acquire any voting securities of the
Corporation (or securities convertible into such voting securities) for cash,
securities or any other consideration, provided that after consummation of the
offer, the person in question is the beneficial owner directly or indirectly, of
thirty-five percent (35%) or more of the total voting power represented by the
Corporation's then outstanding voting securities (all as calculated under clause
(i)); or
(iii) the stockholders of the Corporation approving (A)
any consolidation or merger of the Corporation in which the Corporation is not
the continuing or surviving corporation (other than a merger of the Corporation
in which holders of Common Stock immediately prior to the merger have the same
proportionate ownership of common stock of the surviving corporation immediately
after the merger as immediately before), or pursuant to which Common Stock would
be converted into cash, securities or other property, or (B) any sale, lease
exchange or other transfer (in one transaction or a series of related
transactions) of all or substantially all the assets of the Corporation; or
(iv) there having been a change in the composition of the
Board at any time during any consecutive twenty-four month period such that
"continuing directors" cease for any reason to constitute at least a seventy
percent (70%) majority of the Board.
For purposes of the preceding sentence, "continuing directors" means those
members of the Board who either were directors at the beginning of such
consecutive twenty-four (24) month period or were elected by or on the
nomination or recommendation of at least a seventy percent (70%) majority of the
then-existing "continuing directors." So long as there has not been a "Change in
Control" within the meaning of clause (iv), the Board of Directors may adopt by
a seventy percent (70%) majority vote of the "continuing directors" a resolution
to the effect that an event described in clauses (i) or (ii) shall not
constitute a "Change in Control."
(e) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(f) "Common Stock" shall mean the common stock of the Company.
(g) "Company" shall mean New England Community Bancorp, Inc.
(h) "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.
(i) "Good Reason" shall mean the occurrence, following a
Change in Control and without the Executive's express written consent, of any of
the following circumstances:
(i) the failure to elect, reelect or otherwise maintain the
Executive in any office or position, or substantially equivalent office or
position, that the Executive held immediately prior to the Change in Control;
(ii) a significant adverse change in nature or scope of the
Executive's authorities, powers, functions or duties attached to any office or
position that the Executive held immediately prior to the Change in Control,
with the exception for a change inherent in the Company no longer being a
publicly owned corporation;
(iii) a reduction in the Executive's base pay as in effect
immediately prior to the Change in Control, or as increased from time to time
thereafter, or a failure following a Change in Control to increase the
Executive's base pay on a percentage basis equal to the average percentage
increase in base pay of all officers of the Company during the period since the
Executive's last increase in base pay;
(iv) a failure by the Company to either (A) continue in
effect (without reduction in benefit level and/or reward opportunities) any
material compensation or employee benefit plan, program or practice in which the
Executive was participating immediately prior to the Change in Control, unless a
substitute or replacement plan has been implemented which provides substantially
identical compensation or benefits to the Executive or (B) provide the Executive
with compensation and benefits, in the aggregate, at least equal (in terms of
benefit levels and/or reward opportunities) to
those provided for under each compensation or employee benefit plan, program and
practice in which the Executive was participating immediately prior to the
Change in Control;
(v) the Company requiring the Executive to be based more than
twenty-five (25) miles from the Executive's principal place of business before
the Change in Control;
(vi) the liquidation, dissolution, merger, consolidation, or
reorganization of the Company or sale or transfer of substantially all its
business and/or assets unless the obligations of this Agreement are assumed by
the successor(s); or
(vii) the Company's, or any successor's, material breach of
this Agreement;
provided, however, that any event or condition described in clauses (i), (ii),
(iii), (iv) or (v) of this Section 1(i) that occurs prior to a Change in Control
but which the Executive reasonably demonstrates (A) was at the request of a
Third Party or (B) otherwise arose in connection with, or in anticipation of, a
Change in Control that has been threatened or proposed and that actually occurs,
shall constitute Good Reason for purposes of this Agreement notwithstanding that
it occurred prior to a Change in Control.
(j) "Present Value" shall mean present value determined using the
discount rate that, at the relevant time, would be used to calculate present
value for purposes of Section 280G of the Code.
(k) "Severance Period" shall mean the period of time commencing on
the date of the occurrence of a Change in Control and continuing for three (3)
years thereafter.
(l) "Third Party" shall mean a Person (as that term is used for
purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934) who
has indicated an intention or has taken steps reasonably calculated to effect a
Change in Control.
2. TERM OF AGREEMENT. This Agreement shall commence as of October 16, 1997,
and shall continue in effect until October 16, 2000 (the "Term"); provided,
however, that on October 16, 1998, and on each October 16th thereafter, the Term
shall automatically be extended for one (1) additional year unless either the
Executive or the Company shall have given written notice to the other at least
ninety (90) days prior thereto that the Term shall not be so extended; provided,
further, however, that following the occurrence of a Change in Control, the Term
shall not expire prior to the expiration of the Severance Period.
3. TERMINATION OF EMPLOYMENT DURING THE SEVERANCE PERIOD BY THE COMPANY FOR
A REASON OTHER THAN CAUSE OR BY THE EXECUTIVE FOR GOOD REASON; CERTAIN
TERMINATIONS PRIOR TO THE SEVERANCE PERIOD.
(a) If, during the Severance Period, the Company terminates the
Executive's employment for a reason other than Cause or the Executive terminates
employment on account of Good Reason:
(i) Within five (5) business days following such termination
of employment, the Company shall pay to the Executive a lump sum equal to (A)
three (3) times the Executive's Annual Compensation plus (B) the pro rata share
of the Executive's incentive bonus for the year during which such termination
occurs as provided in the following sentence plus (C) the amount the Executive
would have received as a matching contribution under the Company's 401(k) Plan
if the Executive had received the amounts set forth in clause (A) and (B) of
this Section 3(a)(i) over three (3) years and had made contributions to the
Company's 401(k) Plan based on those amounts at the contribution rate set forth
in the Executive's salary deferral agreement in effect at the time of the Change
in Control. The pro rata share of the Executive's incentive bonus shall be equal
to (Y) the greatest amount of incentive bonus compensation received by the
Executive with respect to any year from, and including, the third year prior to
the year in which the Change in Control occurs or, if no such incentive bonus
compensation has been received by the Executive prior to the occurrence of the
Change in Control, the Executive's target incentive bonus for the year in which
the Change of Control occurs, multiplied by (Z) the number of days in the year
of termination preceding the date of termination divided by three hundred
sixty-five (365);
(ii) Within five (5) business days following such termination
of employment, the Company shall transfer to the Executive title, free and clear
of any liabilities or other encumbrances, to the automobile then provided to the
Executive by the Company for his use;
(iii) Immediately upon such termination, all stock options
and restricted stock previously granted to the Executive shall vest and the
Executive shall be treated for all purposes as having satisfied any employment
requirements or performance measures contained therein;
(iv) Within five (5) business days following the Executive's
exercise of any stock options whether or not, at the time granted, they were
intended to be "Incentive Stock Options" under Section 422 of the Code, which at
the time exercised, were not eligible to be Incentive Stock Options, the Company
shall pay to the Executive a lump sum equal to (A) the income realized by the
Executive on the exercise of such stock options multiplied by (B) the difference
between the aggregate maximum Federal and Connecticut income tax rates on
ordinary income and the aggregate maximum Federal and Connecticut income tax
rates on capital gains;
(v) For three (3) years following such termination of
employment, the Company shall provide or shall arrange to provide for the
continuation on behalf of the Executive of all benefits and service credit for
benefits under the plans maintained by the Company prior to the Change in
Control that are "welfare plans" and "pension plans" within the meaning of
Sections 3(1) and 3(2), respectively, of ERISA, whether or not such plans are
subject to ERISA. If benefits or service credit for benefits under any of the
foregoing plans are based on the Executive's compensation, the Executive's
Annual Compensation shall be deemed to be the Executive's compensation for such
purpose. If and to the extent that any benefits or service credit for benefits
cannot be paid or provided under a plan providing such benefits or service
credit for benefits, then the Company will itself pay, provide, or otherwise
cause to be provided such benefits or service credit for benefits to the
Executive, his dependents and beneficiaries (or if the Executive so elects, the
fair cash value of equivalents of such benefits or service credit for benefits).
During the period for which benefits and service credits for benefits are
provided pursuant to this Section 3(a)(v), the Company may amend or replace such
plans, provided that any such amendment or replacement plan shall continue to
provide to the Executive benefits and service credit for benefits at a benefit
level at least as valuable as under such plans immediately prior to the Change
in Control. The continuation of health benefits pursuant to this Section 3(a)(v)
shall not reduce in any way the Executive's and any dependent's or beneficiary's
rights to continued health benefits pursuant to Sections 601 through 608 of
ERISA, or any equivalent state or foreign law, for the full period provided by
such laws, and such rights to continued health benefits pursuant to such laws
shall be deemed to arise at the end of the period of health benefit continuation
pursuant to this Section 3(a)(v);
(vi) For three (3) years following such termination of
employment, the Company shall provide the Executive with a country club
membership equal to the membership provided to the Executive prior to the date
of termination of the Executive's employment or, if higher, prior to the
occurrence of the Change in Control;
(vii) For one (1) year following such termination of
employment, the Company, at its cost, shall provide the Executive with executive
outplacement assistance; provided that the cost to the Company for such
assistance shall not exceed fifteen (15) percent of the Executive's base salary
as in effect at the time of the Change in Control.
(b) Certain Additional Payments by the Company.
(i) In the event it shall be determined that any payment or
distribution by the Company to or for the benefit of the Executive (whether paid
or payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise) (a "Payment") would subject the Executive to tax under
Section 4999 of the Code, then the Company shall make an additional lump sum
payment to the Executive within thirty (30) days of such determination in an
amount equal to the sum of such tax plus the amount of Federal and state income
taxes and tax under Section 4999 of the Code which will be imposed on the
Executive as a result of the receipt of such lump sum payment (the "Gross-up
Amount").
(ii) All determinations required to be made under this
Section 3(b) shall be made, at the Company's expense, by an accounting firm
selected by the Company, and reasonably acceptable to the Executive, that is one
of the five largest accounting firms in the United States (the "Accounting
Firm"), which shall provide detailed supporting calculations both to the Company
and the Executive within fifteen (15) business days of such termination of
employment or such earlier time as is requested by the Company. Except as set
forth in clause (iii) below, any such determination by the Accounting Firm shall
be binding upon the Company and the Executive.
(iii) As a result of the uncertainty in the application of
Section 4999 of the Code at the time of the initial determination by the
Accounting Firm hereunder, it is possible that additional Gross-up Amounts which
will not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder. In the event
that the Accounting Firm, based upon the assertion of a deficiency by the
Internal Revenue Service against the Executive that the Accounting Firm believes
has a high probability of success, determines that an Underpayment has been
made, any such Underpayment shall be promptly paid by the Company to or for the
benefit of the Executive together with interest at the applicable Federal rate
provided for in Section 7872(f)(2) of the Code.
(c) If the Present Value of the additional payments and benefits
provided pursuant to this Agreement is less than or equal to the Present Value
of the additional payments and benefits that the Executive shall be entitled to
receive solely as a result of his termination of employment under any other
plan, program or arrangement of the Company, including such plans, programs or
arrangements mandated by applicable Federal, state or foreign law (such other
plans, programs and arrangements hereinafter referred to as "Other Plans"), the
Executive shall be entitled to no payments or benefits under this Agreement,
except for the continuation of health benefits for the Executive and his
dependents and beneficiaries pursuant to Section 3(a)(v) hereof. If the Present
Value of the additional payments and benefits provided pursuant to this
Agreement is greater than the Present Value of the additional payments and
benefits that the Executive shall be entitled to receive as a result of his
termination of employment under Other Plans, the payment pursuant to Section
3(a)(i) hereof shall be reduced by the Present Value of such additional payments
and benefits under such Other Plans. For purposes of the foregoing, additional
payments and benefits under Other Plans shall not include plans providing
payments and benefits to which the Executive is entitled by reason of his prior
service such as, without limitation, "pension plans" within the meaning of
Section 3(2) of ERISA, whether or not such plans are subject to ERISA, and other
plans of deferred compensation but shall include plans providing severance
benefits, termination benefits and other payments or benefits paid solely on
account of the loss of employment. If the Company and the Executive cannot agree
on the reduction (if any) in, or the Present Value of, payments and benefits for
purposes of this Section 3(c), the determination of the amount of such reduction
and/or Present Value shall be made by the Accounting Firm described in Section
3(b)(ii) hereof, and such determination shall be conclusive and binding on the
parties. The fees and expenses of such Accounting Firm for its services in
connection with the foregoing determinations shall be paid by the Company.
(d) If the Executive's employment is terminated by the Company
without Cause prior to the date of a Change in Control and the Executive
reasonably demonstrates that such termination (i) was at the request of a Third
Party who effectuates a Change in Control or (ii) otherwise arose in connection
with, or in anticipation of, a Change in Control that has been threatened or
proposed and that actually occurs, such termination shall be deemed to have
occurred after a Change in Control, provided that a Change in Control actually
shall have occurred.
4. TERMINATION OF EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY THE EXECUTIVE
OTHER THAN FOR GOOD REASON. If the employment of the Executive is terminated (i)
by the Company for Cause; (ii) by the Executive for any reason other than Good
Reason; or (iii) by reason of the Executive's death or permanent disability, no
payments shall be made to the Executive under this Agreement, and the Company
shall have no further obligations under this Agreement. For purposes of the
foregoing, "permanent disability" shall mean the Executive's disability as
defined under the Employee's long-term disability policy as in effect from time
to time.
5. LEGAL FEES AND EXPENSES. It is the intent of the Company that the
Executive not be required to incur legal fees and the related expenses
associated with the interpretation, enforcement, or defense of his rights under
this Agreement by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be extended to the
Executive hereunder. Accordingly, if it should appear to the Executive that the
Company has failed to comply with any of its obligations under this Agreement or
in the event that the Company or any other person takes or threatens to take any
action to declare this Agreement void or unenforceable, or institutes any
litigation or other action or proceeding designed to deny, or to recover from,
the Executive the benefits provided or intended to be provided to the Executive
hereunder, the Company irrevocably authorizes the Executive from time to time to
retain counsel of his choice, at the expense of the Company as hereafter
provided, to advise and represent the Executive in connection with any such
interpretation, enforcement, or defense, including, without limitation, the
initiation or defense of any litigation or other legal action , whether by or
against the Company or any director, officer, stockholder, or other person or
entity affiliated with the Company, in any jurisdiction. Without respect to
whether the Executive prevails, in whole or in part, in connection with any of
the foregoing, the Company will pay and be solely financially responsible for
any and all attorneys' and related fees and expenses incurred by the Executive
in connection with any of the foregoing.
6. NO MITIGATION OBLIGATION. The Company hereby acknowledges that it will
be difficult, and may be impossible, for the Executive to find reasonably
comparable employment following termination of employment. Accordingly, the
payments and benefits that the Company will pay or provide to the Executive
pursuant to this Agreement will be liquidated damages, and the Executive will
not be required to mitigate the amount of any such payment or benefit by seeking
other employment or otherwise, nor will any profits, income, earnings, or other
benefits from any source whatsoever create any mitigation, offset, reduction, or
any other obligation of payments and benefits provided pursuant to this
Agreement.
7. TAXES. The Company may withhold from any amounts payable under this
Agreement all Federal, state, local or foreign taxes as the Company is required
to withhold pursuant to any law, regulation or ruling. The Executive shall bear
all expense of, and be solely responsible for, all Federal, state, local or
foreign taxes due with respect to any payments or benefits received pursuant to
this Agreement.
8. SUCCESSORS AND BINDING AGREEMENT.
(a) The Company will require any successor, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all of the business and/or assets of the Company, expressly to
assume and agree to perform this Agreement in the same manner and to the same
extent that the Company is required to perform it. Failure of the Company to
obtain such assumption and agreement prior to the effectiveness of any such
succession shall be a breach of this Agreement and shall entitle the Executive
to compensation and benefits from the Company in the same amount and on the same
terms as the Executive would be entitled hereunder if the Executive had
terminated employment for Good Reason, except that for purposes of implementing
the foregoing, the date on which any such succession becomes effective shall be
deemed the date on which the Executive's employment with the Company was
terminated. As used in this Agreement, "the Company" shall include any successor
to the Company's business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of, and be
enforceable by, the Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If the
Executive dies while any amount is still payable hereunder, all such amounts,
unless otherwise provided herein, shall be paid in accordance with the terms of
this Agreement to the Executive's devisee, legatee or other designee or, if
there is no such designee, to the Executive's estate.
9. NOTICES. For all purposes of this Agreement, all communications,
including, without limitation, notices, consents, requests, or approvals,
required or permitted to be given hereunder will be in writing and will be
deemed to have been duly given when hand delivered or dispatched by electronic
facsimile transmission (with receipt thereof orally confirmed), or two (2)
business days after having been mailed by United States registered or certified
mail, return receipt requested, postage prepaid, or one (1) business day after
having been sent by a nationally recognized overnight courier service, addressed
to the Company (to the attention of the General Counsel of the Company) at its
principal executive office and to the Executive at his principal residence, or
to such other address as either party may have furnished to the other in writing
and in accordance herewith, except that notices of changes of address will be
effective only upon receipt.
10. GOVERNING LAW. The validity, interpretation, construction, and
performance of this Agreement shall be governed by and construed in accordance
with the substantive laws of the State of Connecticut, without giving effect to
the principles of conflict of laws of such State, to the extent not preempted by
applicable Federal law.
11. VALIDITY. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
12. ARBITRATION. Any dispute arising out of, or in any way relating to,
this Agreement shall be resolved by arbitration in Connecticut through the
Hartford, Connecticut office of the American Arbitration Association in
accordance with the Model Employment Arbitration Procedures of the American
Arbitration Association except to the extent such provisions are modified as
hereinafter provided. The arbitration proceeding shall be conducted by three (3)
arbitrators. The Executive and the Company shall each designate one (1)
arbitrator, each of whom shall be an attorney admitted to practice in one or
more states who has ten (10) or more years of experience in employment matters,
and the arbitrators so selected shall thereafter designate a third arbitrator
(who shall be a member of the National Academy of Arbitrators) by mutual
agreement. The arbitrators shall have no authority to modify any provision of
this Agreement or to award a remedy
for a dispute involving this Agreement other than a benefit specifically
provided under or by virtue of this Agreement. The decision of the arbitrators
shall be final and binding on the Company and the Executive.
13. MERGER. This Agreement expresses in full the understanding of the
Company and the Executive with respect to compensation and benefits following a
Change in Control and the subsequent termination of the Executive's employment,
and all promises, representations, understandings and arrangements with respect
to such compensation and benefits following a Change in Control and the
subsequent termination of the Executive's employment contained in any agreements
and promises, written or otherwise, expressed or implied, with respect to such
compensation and benefits and such termination are wholly superseded and merged
herein. Except as otherwise specifically provided in this Agreement, nothing in
this Agreement will prevent or limit the Executive's present or future
participation in any benefit, bonus, incentive, or other plan or program
provided by the Company for which the Executive may qualify, nor will this
Agreement in any manner limit or otherwise affect such rights as the Executive
may have under any such plan or program. Amounts or benefits which are vested or
which the Executive is otherwise entitled to receive under any such plan or
program of the Company at or subsequent to the date of termination of employment
shall be payable in accordance with such plan or program, except as otherwise
expressly provided in this Agreement.
14. WAIVER. Failure by either party hereto to insist upon strict adherence
to any one or more of the covenants or terms contained herein, on one or more
occasions, shall not be construed to be a waiver nor will it deprive such party
of the right to require strict compliance with the same thereafter.
15. AMENDMENTS. No amendments hereto, or waivers or releases of obligations
or liabilities hereunder, shall be effective unless agreed to in writing by all
parties hereto.
16. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed effective as of the date first written above.
New England Community Bancorp, Inc.
By: s/s Xxxxxxxx X. XxXxxxxxxxx
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Xxxxxxxx X. XxXxxxxxxxx
Its Secretary
s/s Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
