PSIVIDA LIMITED Level 12, BGC Centre WA 6000 Australia
XXXXXXX
XXXXXXX
Xxxxx
00, XXX Xxxxxx
00
Xxx xxxxxxxxx, Xxxxx
XX
0000 Xxxxxxxxx
January
0, 0000
Xx.
Xxxx
Xxxxxx
0000
Xxxxxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Dear
Xx.
Xxxxxx:
On
behalf
of the Board of Directors of pSivida Limited, an Australian corporation (the
“Company”),
I am
pleased to offer you, Xxxx Xxxxxx (referred to herein as “you”
or
“Executive”)
the
following employment agreement pursuant to this letter (the “Agreement”):
1. Employment:
The
Company agrees to employ you, and you agree to serve in the Company’s employ, on
and subject to the terms and conditions hereinafter set forth.
3. Term:
The
term
of your employment will be from the date hereof until such time as your
employment is terminated by mutual consent of the parties or in accordance
with,
and subject to the obligations set forth in, Section 8.
4. Compensation:
You
shall
receive compensation commensurate with that received by the other Executive
Directors of the Company, including without limitation the following initial
terms:
(a) Base
Salary:
Your
base salary as of the date hereof will be Three Hundred Thousand Dollars
($300,000) per year (the “Base
Salary”),
payable in accordance with the policies and procedures of the Company or the
Subsidiary, as the case may be, as in effect from time to time. The Company
will
review your Base Salary on an annual basis and may elect to increase (but not
decrease) it pursuant to such review.
(b) Bonus: In
addition to your base salary, you will be eligible to receive an annual cash
bonus in an amount to be determined by the Company’s Board of Directors (the
“Bonus”).
(c) Stock
Options: You
will
be eligible to participate in the Company’s Employee Share Option Plan in
accordance with the terms and guidelines thereof. The issuance of options and
shares thereunder shall be subject to the approval of the Board of Directors
or
shareholders of the Company. Notwithstanding the foregoing, the Company agrees
that you will receive grants of stock options commensurate with those received
by other Executive Directors of the Company. In addition, as soon as practicable
after the execution of this Agreement, you will be granted stock options to
purchase 500,000 of the Company’s ordinary shares at an exercise price of 0.92
Australian dollars per share. Except as provided in Section 8(c), these options
shall vest in accordance with the vesting schedule described below, subject
to
the Company achieving certain milestones that the parties shall determine by
mutual agreement, and once vested shall be exercisable (unless earlier
terminated) until December 31, 2010.
|
Number
of Ordinary Shares
|
Vesting
Schedule
|
|
250,000
|
December
31, 2006
|
|
250,000
|
December
31, 2007
|
The
initial terms set forth above shall be subject to review and adjustment on
an
annual basis to ensure that your overall compensation package is commensurate
with the compensation package, including base salary, bonus and stock options
grants, of other Executive Directors of the Company.
5. Expenses:
You
shall
be reimbursed for reasonable business-related expenses in accordance with
applicable policies and procedures of the Company or the Subsidiary, as the
case
may be, as in effect from time to time.
2
6. Vacation,
Fringe Benefits and Indemnification: You
will
be entitled to four (4) weeks’ paid vacation per calendar year and fringe
benefits in accordance with the policies of the Subsidiary, which benefits
shall
include (i) participation in any employee pension benefit plan within the
meaning of Section 3(2) of the Employee Retirement Income Security Act of 1974,
as amended (“ERISA”),
including the 401(k) savings plan adopted or maintained by the Subsidiary,
made
generally available to executives of the Subsidiary and (ii) participation
in
any health insurance, disability insurance, group life insurance or any other
employee welfare benefit plan within the meaning of Section 3(1) of ERISA made
generally available to executives of the Subsidiary. The Company and the
Subsidiary will provide you with indemnification to the fullest extent permitted
under the applicable Certificate of Incorporation, By-Laws, Constitution or
other governing documents of the Company or the Subsidiary, as the case may
be.
7. Taxes:
All
payments made to you pursuant to this Agreement or otherwise in connection
with
your employment shall be subject to the usual withholding practices of the
Company or the Subsidiary, as the case may be, and will be made in compliance
with existing federal and state requirements regarding the withholding of
taxes.
8. Termination
and Severance Benefits: Either
you or the Company may at any time terminate your employment with the Company
and the Subsidiary after giving two weeks’ notice to the other party, provided
that the parties discharge their respective obligations as set forth in this
Section 8 and elsewhere in this Agreement.
(a) Termination
Upon Death or Disability: If
you
cease to be an employee of the Company and the Subsidiary as a result of death
or Disability, the Company will have no further obligation or liability to
you
hereunder other than for (i) Base Salary earned and unpaid at the date of
termination, (ii) Bonus earned (i.e.
all
targets or other requirements necessary to receive the Bonus have been met)
but
unpaid at the date of termination, if any, and (iii) compensation for accrued
vacation, if any (the “Accrued
Obligations”).
However, nothing in this Agreement shall adversely affect your rights or those
of your family or beneficiaries under any applicable plans, policies or
arrangements of the Company or the Subsidiary.
(b) Termination
by the Company for Cause or by You Without Good Cause: If
the
Company terminates your employment for Cause (as defined in Section 8(d)) or
if
you terminate your employment other than for Good Cause (as defined in Section
8(d)), the Company and the Subsidiary shall have no further obligation or
liability to you hereunder other than for payment of the Accrued Obligations.
(c) Termination
by the Company Without Cause or by You for Good Cause: If
the
Company terminates your employment other than for Cause, or you terminate your
employment for Good Cause, then, in addition to payment of the Accrued
Obligations, you shall receive the following:
(i) The
Company will pay you, within thirty (30) days following the later of (a) the
termination of employment, or (b) the date you deliver to the Company a release
of claims in accordance with Section 8(e), a lump-sum cash amount equal to
the
sum of (x) an amount equal to one year’s then-current Base Salary plus (y) a pro
rata portion (based on the number of weeks worked in the year of termination)
of
the Maximum Bonus (as defined in Section 8(d)) that would otherwise be payable
to you in the year that the termination occurs, if any (the “Severance
Payment”).
The
parties acknowledge and agree that the obligation to pay the Severance Payment
is solely that of the Company and that none of the directors or officers of
the
Company or the Subsidiary shall have any personal liability with respect
thereto. You understand that payments to be made to you pursuant to Section
3(c)
of the Non-Competition Agreement shall be offset against (and consequently
reduced by) any payments made to you hereunder, on a dollar-for-dollar basis.
3
(ii) The
Company will continue, for a period of twelve (12) months after termination,
to
provide you with medical benefits under (as the case may be) the Company’s or
the Subsidiary’s group medical plan, life insurance arrangements and disability
arrangements equivalent to those provided to executive-level employees. To
the
extent that the Company is unable to provide such benefits to you under its
existing plans and arrangements, the Company will pay you cash amounts equal
to
the cost the Company or the Subsidiary would have incurred to provide those
benefits.
(iii) Notwithstanding
the terms of any awards of stock options or restricted stock, all options to
purchase Company stock held by you will automatically and immediately vest
and
become exercisable upon such termination and remain exercisable for a period
of
six (6) months thereafter (except that incentive stock options shall be
exercisable for only three (3) months thereafter), and all restricted stock
held
by you pursuant to the restricted stock plans or arrangements of the Company
shall automatically and immediately vest and no longer be subject to forfeiture.
(iv) Notwithstanding
any other provision of this Agreement, should any benefit payment that is
described in this subsection (c) be subject to Section 409A of the Internal
Revenue Code of 1986 as amended, the Company is authorized to make payments
in a
manner that complies with the requirements of Section 409A. However, in the
event that one or more provisions of Section 409A is violated, the Company
shall
not be responsible for the payment of any tax liability, penalties or interest
that are imposed upon you as a result of said violation, nor shall the Company
be under any obligation to make you whole or otherwise compensate you for such
additional liability.
(d) Definitions:
The
following terms shall have the meanings set forth below:
“Cause”
shall
mean, in respect of the termination of your employment by the Company, (a)
willful malfeasance, gross misconduct or gross negligence in your performance
of
the duties of your position that has a material adverse effect on the Company
or
the Subsidiary, (b) the material breach by you of this Agreement or of Sections
3(a), 4, 5 or 6 of the Non-Competition Agreement, (c) fraud or dishonesty by
you
with respect to the Company, the Subsidiary or your employment, (d) your
conviction of any crime that involves deception, fraud or moral turpitude or
any
felony (including, in each case, entry of a guilty or nolo
contendere plea
and
excluding traffic violations or similar minor offenses), or (e) your
repeated or prolonged absence from work other than for illness, Disability
or
authorized vacation. The Company may treat a termination of your employment
as
termination for Cause only after (i) giving you written notice of the intention
to terminate for Cause, including a description of the conduct that the Company
believes constitutes the basis for a Cause termination, and of your right to
a
hearing by the Company’s Board of Directors, (ii) in the event of a termination
under clause (a), (b) or (e) above, providing you with a 30-day period in which
to cure the conduct giving rise to the Company’s notice of a Cause termination,
unless, with respect to clause (a) and (b) above, (I) in the Company’s
reasonable judgment, protective action inconsistent with such cure period (e.g.,
immediate termination) is necessary to avoid harm to the Company of the
Subsidiary or (II) the Company reasonably determines that your conduct is
egregious, in which event, the Company may shorten the cure period or terminate
your employment immediately (subject to the requirements set forth in clauses
(iii) and (iv) below), (iii) at least 30 days after giving the notice,
conducting a hearing by the Board at which you may be represented by counsel,
and (iv) giving you written notice of the results of the hearing and the factual
basis for the Board’s determination of Cause, which shall require a vote of a
majority of the members of the Board then in office other than yourself. Except
in connection with your opportunity, if any, to cure the conduct giving rise
to
the Company’s notice of termination for Cause as set forth in clause (ii) above,
nothing in the foregoing sentence shall prevent the Company from terminating
your employment pending any determination of Cause as set forth in the foregoing
sentence, any such determination shall be retroactive to the date of
termination, and the Company shall not be obligated to compensate you hereunder
for the period from such termination until such time, if any, as the Company’s
Board of Directors determines that such termination was not for Cause.
Notwithstanding the foregoing, Cause shall not include an act or failure to
act
based on authority given pursuant to a resolution duly adopted by the Company’s
Board of Directors or based on the advice of the Company’s General Counsel or
willful failure due to incapacity resulting from Disability or any actual or
anticipated failure after you provide written notice of a termination for Good
Cause.
4
“Disability”
shall
mean physical or mental incapacity of a nature which prevents you, in the
professional judgment of your physician or, at the Company’s election, a
board-certified physician mutually agreed upon by the Company and you, from
performing the essential functions of your position with the Company or the
Subsidiary with or without a reasonable accommodation for a period of ninety
(90) consecutive days or one hundred eighty (180) days during any consecutive
12-month period.
“Good
Cause” shall
mean, in respect of the termination of your employment by you, (i) failure
by
the Company to maintain you in the positions of Head of Research and Development
Ophthalmology of the Subsidiary and Executive Director Strategy of the Company,
without your consent, (ii) a material diminution of your duties and
responsibilities in such positions or a material diminution of your authority
with respect to such positions, as described in Section 2 hereof, excluding
for
this purpose an isolated, insubstantial and inadvertent action not taken in
bad
faith and which is remedied by the Company promptly after receipt of written
notice thereof given by you, (iii) a breach by the Company of any material
term
of this Agreement or the Non-Competition Agreement, or (iv) relocation of your
principal place of work to a location more than thirty (30) miles from your
address as set forth in Section 10 below without your prior consent. You may
treat a resignation from employment as termination for Good Cause only after
(a)
giving the Company written notice of the intention to terminate for Good Cause,
(b) providing the Company at least 30 days after receipt of such notice to
cure the conduct or action giving rise to Good Cause, unless, with respect
to
clause (i) and (ii), you reasonably determine that the Company’s conduct is
egregious and has resulted in significant, irreparable harm to you, in which
event, you may shorten the cure period or terminate your employment immediately,
and (c) if applicable, the Company has failed to cure the action or conduct
giving rise to Good Cause during the 30 day cure period.
5
“Maximum
Bonus” shall
mean your bonus for the year in which termination occurs, calculated on the
assumption that all targets and formulas for determining such bonus have been
met. If no such targets or formulas have been established, then the Maximum
Bonus shall be the total bonus you were eligible to receive during the preceding
fiscal year, calculated on the assumption that all targets and formulas for
determining such bonus have been met. The Maximum Bonus (A) payable upon
termination shall be reduced by any bonus payments relating to services
performed in the year in which termination occurs that (1) have already been
paid to you as of the date of termination, (2) are payable to you as an Accrued
Obligation hereunder, or (3) could have been earned during the year in which
termination occurs but that were not so earned because of the failure to achieve
targets or formulas which are no longer able to be achieved, and (B) shall
not
include any bonus paid or payable in the year in which termination occurs to
the
extent such payment represents payment for services rendered in a prior year.
By
way of illustration and not limitation, if you are paid a bonus on February
18,
2008 relating to your performance during all or part of the 2007 calendar year
and you are later terminated without Cause on August 31, 2008, the Maximum
Bonus
payment due upon termination will not be reduced by the bonus payment received
on February 15, 2008, nor shall the amount of the February 15, 2008 bonus be
included as part of the Maximum Bonus, because such payment relates to service
rendered in the year preceding the year in which termination occurs. If you
are
paid a bonus on July 15, 2008 relating to your performance during the first
and/or second quarter of the 2008 calendar year and are later terminated without
Cause on August 31, 2008, the Maximum Bonus payment due upon termination will
be
reduced by the bonus payment received on July 15, 2008 because such payment
relates to services rendered in the year in which termination occurs, and if
you
do not receive a bonus for the first and/or second quarter of the 2008 calendar
year because quarterly performance objectives had not been achieved, the amount
of such bonus that could have been earned shall not be included in determining
the Maximum Bonus.
(e) Release:
Notwithstanding anything to the contrary contained in this Agreement, in order
for you to be eligible for any severance benefits under this Section 8, you
must
execute and deliver to the Company (and not revoke within seven (7) days of
executing) the release of claims in the attached as Exhibit
A
hereto.
9. Non-Disparagement:
You
will
not at any time during or after the term of your employment hereunder make
any
statement to any person, including, without limitation, employees, customers,
suppliers or competitors of the Company or the Subsidiary, that is derogatory
or
negative about the Company or the Subsidiary or their respective affiliates
or
any statement regarding the future plans of the Company.
This
Section 9 will not apply to any statements made by you (i) in support of any
claim or defense asserted by you in any mediation, arbitration or litigation
process or proceeding between you and the Company or the Subsidiary and (ii)
made only within the specific forum (i.e. arbitral tribunal, courtroom) in
which
such mediation, arbitration or litigation is taking place.
6
10. Notices:
Any
notices required or permitted to be sent under this Agreement shall be effective
when delivered by hand or mailed by registered or certified mail, return receipt
requested, and addressed as follows:
If
to the
Company:
pSivida
Limited
Xxxxx
00,
XXX Xxxxxx
00
Xxx
Xxxxxxxxx, Xxxxx
XX
0000
Xxxxxxxxx
GPO
Box
2535
Xxxxx,
XX
0000
Attn:
Chief Executive Officer, pSivida Limited
With
a
copy to:
Xxxxxx,
Xxxxxx-Xxxxxxx, Colt & Mosle LLP
000
Xxxx
Xxxxxx
Xxx
Xxxx,
XX 00000
Attn:
Xxxxxxxx Xxxxxxx, Esq.
If
to
Executive:
Xxxx
Xxxxxx
0000
Xxxxxxxxxx Xxxxxx
Xxxxxx,
XX 00000
Either
party may change its address for receiving notices by giving notice to the
other
party.
11. Waiver:
The
failure of either party to enforce any of the provisions of this Agreement
shall
not be deemed a waiver thereof. No provision of this Agreement shall be deemed
to have been waived or modified unless such waiver or modification shall be
in
writing and signed by both parties hereto.
12. Arbitration:
All
controversies and disputes between or among any of the parties hereto arising
out of or in connection with the interpretation, performance or enforcement
of
this Agreement, whether based on federal, state or foreign law and whether
grounded in common law or statutory law, shall be settled exclusively by
arbitration conducted as provided herein, and otherwise in accordance with
the
National Employment Rules of the American Arbitration Association.
(a) Procedure:
The
arbitration shall be administered by the American Arbitration Association,
as
follows:
(i) the
arbitration shall be conducted in Boston, Massachusetts by a panel of three
(3)
arbitrators, jointly selected by the parties, except that if the parties are
unable to agree on all three arbitrators within fifteen (15) days after demand
for arbitration has been made (or such later time as the parties may agree),
the
arbitration shall be conducted by three (3) arbitrators as are selected in
accordance with the applicable rules of the American Arbitration
Association;
7
(ii) final
decision shall be by a majority of the arbitrators, which arbitrators shall
prepare and deliver a written reasoned award. Judgment upon the award rendered
by the arbitrators may be entered in any court having jurisdiction thereof;
and
(iii) all
costs
and fees relating to the arbitration shall be borne by the losing party, except
that if the arbitrators determine that any party has prevailed in part and
lost
in part, the costs and fees relating to the arbitration shall be allocated
between the parties as equitably determined by the arbitrators.
(b) Refusal
to Arbitrate:
The
failure or refusal of any party to submit to arbitration shall be deemed a
breach of this Agreement. If a party seeks and secures judicial intervention
requiring enforcement of this Section 12, such party shall be entitled to
recover from the other party in such judicial proceeding all costs and expenses,
including reasonable attorneys’ fees, that it was thereby required to incur.
(c) Sole
Procedure:
The
procedures specified in this Section 12 shall be the sole and exclusive
procedures for the resolution of disputes between the parties arising out of
or
relating to this Agreement; provided, however, that a party, without prejudice
to the above procedures, may seek a preliminary injunction or other equitable
relief if in its judgment such action is necessary to avoid irreparable damage
or to preserve the status quo. Despite such action the parties will continue
to
participate in good faith in the procedures specified in this
Section 12.
13. No
Duty to Mitigate; No Offset:
Benefits
payable under this Agreement as a result of termination of your employment
will
be considered severance pay in consideration of your past service and your
continued service or obligations from and after the date of execution of this
Agreement, and your entitlement thereto will neither be governed by any duty
to
mitigate your damages by seeking further employment or offset by any
compensation you may receive from other employment following the date of your
termination of employment. Notwithstanding the foregoing, you agree that the
Company may cease its payment for, or provision of, one or more of the continued
benefits under Section 8(c)(ii) during the twelve month period following the
date of your termination from employment to the extent that you obtain
comparable benefit coverage with another employer. This provision shall be
applied in an ad
seriatim
basis so
that the Company may only cease payment of those comparable benefits that you
obtain with another employer. You agree to notify the Company as soon as
practicable in the event that you obtain comparable coverage or benefits during
the period noted above and you acknowledge that the Company’s obligation to
continue payment for, or provision of, benefits shall cease from and after
the
date you obtain comparable coverage.
14. Successors:
This
agreement shall inure to and be binding upon the Company’s successors and
assigns. The Company shall require any successor to all or substantially all
of
the business or assets of the Company by sale, merger or consolidation (where
the Company is not the surviving corporation), lease or otherwise, to expressly
assume this Agreement. This Agreement is not otherwise assignable by the Company
or you.
8
15. Rights
of Survivors:
If you
die after becoming entitled to benefits under this Agreement following
termination of employment but before all such benefits have been provided,
(a)
all unpaid cash amounts will be paid to your designated beneficiary or, if
no
such beneficiary has been designated, to your estate, (b) all applicable
insurance coverage will be provided to your family as though you had continued
to live, to the extent permitted under the plans, and (c) any stock options
that
become exercisable under Section 8 will be exercisable by the beneficiary or,
if
none, the estate.
16. Entire
Agreement; Termination:
This
Agreement together with the Non-Competition Agreement shall constitute the
entire agreement of the parties pertaining to this subject matter and shall
supersede all prior agreements, representations and understandings of the
parties with respect to such subject matter. Any and all employment, severance,
compensation, or other agreements and arrangements between the Executive and
the
Company or the Subsidiary, whether dating from before or after the Company’s
acquisition of the Subsidiary (including, without limitation, the Severance
Agreement, dated February 20, 2004, between the executive and the Subsidiary,
as
amended, and the Amended and Restated Change of Control Agreement, dated August
17, 2004, between the Executive and the Subsidiary) are hereby terminated and
of
no further force and effect, and no parties shall have any further rights,
obligations or liabilities thereunder; provided,
however,
that
the Retention Agreement, dated September 29, 2005, between the Executive, the
Subsidiary and the Company shall remain in full force and effect. The parties
hereto acknowledge and agree that this Agreement satisfies the Company’s
obligations under Section 2(b) of the Non-Competition Agreement.
17. Partial
Invalidity.
If any
provision in this Agreement is held by a court of competent jurisdiction to
be
invalid, void or unenforceable, the remaining s nevertheless shall continue
in
full force and effect without being impaired or invalidated in any
manner.
18. 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.
19. Governing
Law. This
Agreement shall be governed by and construed in accordance with the laws of
the
Commonwealth of Massachusetts. The parties agree that any action to enforce
the
terms of this Agreement shall be commenced in, and subject to the exclusive
jurisdiction of, Suffolk County, Boston, Massachusetts.
[Signature
Page to Immediately Follow]
9
IN
WITNESS WHEREOF,
the
parties hereto have duly executed this Agreement the day and year first above
written.
|
PSIVIDA
LIMITED
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Managing Director
|
EXECUTIVE
By:
/s/
Xxxx
Xxxxxx
Name:
Xxxx Xxxxxx
10
EXHIBIT
A
RELEASE
OF CLAIMS
FOR
AND
IN CONSIDERATION OF the benefits to be provided me in connection with the
termination of my employment, as set forth in the Employment Agreement between
myself and pSivida Limited (the “Company”)
dated
as of ________ __, 2005 (the “Agreement”),
which
benefits are subject to my signing of this Release of Claims and to which I
am
not otherwise entitled, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, I, on my own behalf
and
on behalf of my heirs, executors, administrators, beneficiaries, representatives
and assigns, and all others connected with me, hereby release and forever
discharge the Company, the Subsidiary (as defined in the Agreement), its other
subsidiaries and other affiliates and all of their respective past, present
and
future officers, directors, trustees, shareholders, employees, agents, general
and limited partners, members, managers, joint venturers, representatives,
successors and assigns, and all others connected with any of them, both
individually and in their official capacities, from any and all causes of
action, rights and claims of any type or description, known or unknown, which
I
have had in the past, now have, or might now have, through the date of my
signing of this Release of Claims, in any way resulting from, arising out of
or
connected with my employment by the Company or the Subsidiary or any of its
other subsidiaries or other affiliates or the termination of that employment
or
pursuant to any federal, state or local law, regulation or other requirement
(including without limitation Title VII of the Civil Rights Act of 1964, the
Age
Discrimination in Employment Act, the Americans with Disabilities Act, and
the
fair employment practices laws of the state or states in which I have been
employed by the Company or any of the subsidiaries or other affiliates, each
as
amended from time to time).
Excluded
from the scope of this Release of Claims is (i) any claim arising under the
terms of the Agreement and (ii) any right of indemnification or
contribution that I have pursuant to the Certificate of Incorporation,
Constitution, By-Laws or other governing documents of the Company or the
Subsidiary.
In
signing this Release of Claims, I acknowledge my understanding that I may not
sign it prior to the termination of my employment, but that I may consider
the
terms of this Release of Claims for up to twenty-one (21) days (or such longer
period as the Company may specify) from the later of the date my employment
with
the Company terminates or the date I receive this Release of Claims. I also
acknowledge that I am advised by the Company and its affiliates to seek the
advice of an attorney prior to signing this Release of Claims; that I have
had
sufficient time to consider this Release of Claims and to consult with an
attorney, if I wished to do so, or to consult with any other person of my
choosing before signing; and that I am signing this Release of Claims
voluntarily and with a full understanding of its terms.
I
further
acknowledge that, in signing this Release of Claims, I have not relied on any
promises or representations, express or implied, that are not set forth
expressly in the Agreement. I understand that I may revoke this Release of
Claims at any time within seven (7) days of the date of my signing by written
notice to the General Counsel of the Company and that this Release of Claims
will take effect only upon the expiration of such seven-day revocation period
and only if I have not timely revoked it.
11
Intending
to be legally bound, I have signed this Release of Claims under seal as of
the
date written below.
Signature:
_________________________________
Name
(please print): __________________________
Date
Signed: _______________________________
12
