Exhibit 10.1
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT ("Agreement") is effective as of July 31,
2001 (the "Effective Date"), by and between REPUBLIC SERVICES, INC., a Delaware
corporation (the "Company"), and XXXXXX X. XXXXXX, a Florida resident (the
"Employee").
Employee is currently an employee of the Company and is considered a
valued employee that Company desires to retain by reconfirming the employment
relationship pursuant to the terms of this Agreement.
In consideration of the mutual representations, warranties, covenants
and agreements contained in this Agreement and other good and valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:
1. Employment.
(a) Retention. The Company agrees to continue the employment of the
Employee as its Vice Chairman, and the Employee agrees to accept such
employment, subject to the terms and conditions of this Agreement. The Company
also agrees that its Board of Directors shall appoint the Employee to the Board
as of the effective date of this Agreement, to serve until the next annual
meeting of stockholders of the Company, and that he shall be nominated for
election to the Board at each annual meeting of the stockholders of the Company
as long as this Agreement remains in effect.
(b) Employment Period. This Agreement shall commence on the Effective
Date and, unless terminated in accordance with the terms of this Agreement,
shall continue in effect until December 31, 2007 (the "Employment Period"). The
Company may terminate Employee at any time in accordance with the provisions of
Section 3 of this Agreement.
(c) Duties and Responsibilities. During the Employment Period, the
Employee shall serve as Vice Chairman and shall have such authority and
responsibility and perform such duties as may be assigned to him from time to
time at the direction of the Board of Directors of the Company, and in the
absence of such assignment, such duties as are customary to Employee's office
and as are necessary or appropriate to the business and operations of the
Company. During the Employment Period, the Employee shall perform his duties
honestly, diligently, in good faith and in the best interests of the Company and
shall use his best efforts to promote the interests of the Company.
(d) Other Activities. The Employee shall be permitted to engage in any
non-competitive businesses, not-for-profit organizations and other ventures,
such as passive real estate investments, serving on charitable and civic boards
and organizations, and similar activities, so long as such activities do not
materially interfere with or detract from the performance of Employee's duties
or constitute a breach of any of the provisions contained in Section 6 of this
Agreement.
2. Compensation.
(a) Base Salary. In consideration for the Employee's services hereunder
and the restrictive covenants contained herein, the Employee shall be paid an
annual base salary of $500,000 for the 2001 Fiscal Year, $500,000 for the 2002
Fiscal Year, $400,000 for the 2003 Fiscal Year, $300,000 for the 2004 Fiscal
Year, $200,000 for the 2005 Fiscal Year, $100,000 for the 2006 Fiscal Year, and
$100,000 for the 2007 Fiscal Year (the "Salary"), payable in accordance with the
Company's customary payroll practices. For purposes of this Agreement, "Fiscal
Year" shall mean the period commencing on January 1 of any calendar year and
continuing through and including December 31 of such calendar year. The Salary
for each Fiscal Year shall become effective as of January 1 of such Fiscal Year.
(b) Existing Stock Options. The Company has issued to the Employee
options to purchase shares of the Company's Common Stock pursuant to the terms
of various Option Agreements and the terms of the Company's 1998 Stock Incentive
Plan (the "Outstanding Option Grants"). The options issued under the Outstanding
Option Grants shall continue to be subject to the terms of the Option
Agreements, except to the extent otherwise provided for in this Agreement.
(c) No Other Stock Options. Except for annual grants of stock options
to directors pursuant to Section 4(c) of the Company's 1998 Stock Incentive Plan
(the "Plan") or any successor plan, the Employee shall not be eligible to
participate in, or to receive additional option grants under, the Plan or such
other incentive or stock option plans as may be in effect from time-to-time.
(d) Health Insurance. The Company shall pay for Employee's and his
family's health insurance including, without limitation, comprehensive major
medical and hospitalization coverage including dental and optical coverage under
all group medical plans from time to time in effect for the benefit of the
Company's employees.
(e) Life Insurance. The Company shall purchase and maintain in effect
one or
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more term insurance policies on the life of the Employee in an aggregate amount
equal to one time his Base Salary in effect from time to time during the term of
employment. The beneficiary of such policy shall be the person or persons who
the Employee designates in writing to the Company.
(f) Disability Insurance. The Company shall pay for the Employee to
participate in the Company's disability insurance program as is in effect from
time to time for the benefit of the Company's employees generally.
(g) Expenses. The Employee shall be reimbursed for all out-of-pocket
expenses reasonably incurred by him on behalf of or in connection with the
business of the Company, pursuant to the normal standards and guidelines
followed from time to time by the Company.
3. Termination.
(a) For Cause. The Company shall have the right to terminate this
Agreement and to discharge the Employee for Cause (as defined below), at any
time during the term of this Agreement. Termination for Cause shall mean, during
the term of this Agreement, (i) Employee's willful and continued failure to
substantially perform his duties after he has received written notice from the
Company identifying the actions or omissions constituting willful and continued
failure to perform, (ii) Employee's conduct that would constitute a crime under
federal or state law, (iii) Employee's actions or omissions that constitute
fraud, dishonesty or gross misconduct, (iv) Employee's breach of any fiduciary
duty that causes material injury to the Company, (v) Employee's breach of any
duty causing material injury to the Company, (vi) Employee's inability to
perform his material duties to the reasonable satisfaction of the Company due to
alcohol or other substance abuse, or (vii) any violation of the Company's
policies or procedures involving discrimination, harassment, substance abuse or
work place violence. Any termination for Cause pursuant to this Section shall be
given to the Employee in writing and shall set forth in detail all acts or
omissions upon which the Company is relying to terminate the Employee for Cause.
Upon any determination by the Company that Cause exists to terminate
the Employee, the Company shall cause a special meeting of the Board of
Directors to be called and held at a time mutually convenient to the Board of
Directors and Employee, but in no event later than ten (10) business days after
Employee's receipt of the notice that the Company intends to terminate the
Employee for Cause. Employee shall have the right to appear before such special
meeting of the Board of Directors with legal counsel of his choosing to refute
such allegations and shall have a reasonable period of time to cure any actions
or omissions which provide the Company with a basis to terminate the Employee
for Cause (provided that such cure period shall not exceed 30 days). A
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majority of the members of the Board of Directors must affirm that Cause exists
to terminate the Employee. No finding by the Board of Directors will prevent the
Employee from contesting such determination through appropriate legal
proceedings provided that the Employee's sole remedy shall be to xxx for
damages, not reinstatement, and damages shall be limited to those that would be
paid to the Employee if he had been terminated without Cause. In the event the
Company terminates the Employee for Cause, the Company shall only be obligated
to continue to pay in the ordinary and normal course of its business to the
Employee his Salary plus accrued but unused vacation time through the
termination date and the Company shall have no further obligations to Employee
from and after the date of termination.
(b) Resignation by Employee Without Good Reason. If the Employee shall
resign or otherwise terminate his employment with the Company at anytime during
the term of this Agreement, other than for Good Reason (as defined below), the
Employee shall only be entitled to receive his accrued and unpaid Salary through
the termination date, and the Company shall have no further obligations under
this Agreement from and after the date of resignation.
(c) Termination by Company Without Cause and by Employee For Good
Reason. At any time during the term of this Agreement, (i) the Company shall
have the right to terminate this Agreement and to discharge the Employee without
Cause effective upon delivery of written notice to the Employee, and (ii) the
Employee shall have the right to terminate this Agreement for Good Reason
effective upon delivery of written notice to the Company. For purposes of this
Agreement, "Good Reason" shall mean: (i) the Company has breached any material
provision of this Agreement and has not cured such breach within 30 days of
receipt of written notice of such breach from the Employee, or (ii) except a
specifically provided herein, Company has reduced the Employee's annual Salary
by more than 10% from the prior Fiscal Year (nothing in this clause implies that
the Company may reduce the Employee's Salary below the levels provided for in
Section 2(a)). Upon any such termination by the Company without Cause, or by the
Employee for Good Reason, the Company shall pay to the Employee all of the
Employee's accrued but unpaid Salary through the date of termination, and
continue to pay to or provide for the Employee (a) his Salary payable in
accordance with Section 2(a) when and as the same would have been due and
payable hereunder but for such termination, (b) all health benefits in which
Employee was entitled to participate at any time during the 12-month period
prior to the date of termination, until the earliest to occur of the third
anniversary of the date of termination, the Employee's death, or the date on
which the Employee becomes covered by a comparable health benefit plan by a
subsequent employer; provided, however, that in the event that Employee's
continued participation in any health benefit plan of the Company is prohibited,
the Company will arrange to provide Employee with benefits substantially similar
to those which Employee would have been entitled to receive under such plan for
such period on a basis which provides Employee
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with no additional after tax cost, and (c) all stock option grants, or other
stock grants whether part of the Outstanding Option Grant or any options issued
during the term of this Agreement, will immediately vest and such options will
remain exercisable for the lesser of the unexpired term of the option without
regard to the termination of Employee's employment or December 31, 2009
(collectively, the foregoing consideration payable to the Employee shall be
referred to herein as the "Severance Payment"). Other than the Severance
Payment, the Company shall have no further obligation to the Employee; PROVIDED,
HOWEVER, that the Employee shall only be entitled to continuation of the
Severance Payments as long as he is in compliance with the provisions of
Sections 6 and 7 of this Agreement.
(d) Disability of the Employee. This Agreement may be terminated by the
Company upon the Disability of the Employee. "Disability" shall mean any mental
or physical illness, condition, disability or incapacity which prevents the
Employee from reasonably discharging his duties and responsibilities under this
Agreement for a period of 180 consecutive days. In the event that any
disagreement or dispute shall arise between the Company and the Employee as to
whether the Employee suffers from any Disability, then, in such event, the
Employee shall submit to the physical or mental examination of a physician
licensed under the laws of the State of Florida, who is mutually agreeable to
the Company and the Employee, and such physician shall determine whether the
Employee suffers from any Disability. In the absence of fraud or bad faith, the
determination of such physician shall be final and binding upon the Company and
the Employee. The entire cost of such examination shall be paid for solely by
the Company. In the event the Company has purchased Disability insurance for
Employee, the Employee shall be deemed disabled if he is completely (fully)
disabled as defined by the terms of the Disability policy. In the event that at
any time during the term of this Agreement the Employee shall suffer a
Disability and the Company terminates the Employee's employment for such
Disability, such Disability shall be considered to be a termination by the
Company without Cause or a termination by the Employee for Good Reason and the
Severance Payments shall be paid to the Employee to the same extent and in the
same manner as provided for in paragraph (c) above, except that payment of the
Salary in accordance with said paragraph shall be mitigated to the extent
payments are made to the Employee pursuant to disability insurance programs
maintained by the Company.
(e) Death of the Employee. If during the term of this Agreement the
Employee shall die, then the employment of the Employee by the Company shall
automatically terminate on the date of the Employee's death. In such event, the
Employee's death shall be considered to be a termination by the Company without
Cause or a termination by the Employee for Good Reason and the Severance
Payments shall be paid to the Employee's personal representative or estate to
the same extent and in the same manner as provided
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for in paragraph (c) above, without mitigation for any insurance policies or
other benefits held by the Employee. Once such payments have been made to the
Employee's personal representative or estate as the case may be, the Company
shall have no further obligations under this Agreement or otherwise to said
personal representative or estate, or to any heirs of the Employee.
4. Termination of Employment by Employee for Change of Control.
(a) Termination Rights. Notwithstanding the provisions of Section 2 and
Section 3 of this Agreement, in the event that there shall occur a Change of
Control (as defined below) of the Company and within two years after such Change
of Control the Employee's employment hereunder is terminated by the Company
without Cause or by the Employee for Good Reason, then the Company shall be
required to pay to the Employee the Severance Payment provided in Section 3(c),
except that such Severance Payment may, at the election of Employee, be paid in
full in a single lump sum. In the event Employee elects the lump sum payment
option provided herein, the foregoing payment shall be made no later than 10
days after the Employee's termination pursuant to this Section 4. To the extent
that payments are owed by the Company to the Employee pursuant to this Section
4, they shall be made in lieu of payments pursuant to Section 3, and in no event
shall the Company be required to make payments or provide benefits to the
Employee under both Section 3 and Section 4.
(b) Change of Control of the Company Defined. For purposes of this
Section 4, the term "Change of Control of the Company" shall mean any change in
control of the Company of a nature which would be required to be reported (i) in
response to Item 6(e) of Schedule 14A of Regulation 14A, as in effect on the
date of this Agreement, promulgated under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), (ii) in response to Item 1 of the Current
Report on Form 8-K, as in effect on the date of this Agreement, promulgated
under the Exchange Act, or (iii) in any filing by the Company with the
Securities and Exchange Commission; provided, however, that without limitation,
a Change of Control of the Company shall be deemed to have occurred if:
(1) Any "person" (as such term is defined in Sections 13(d)(3)
and Section 14(d)(3) of the Exchange Act), other than the Company, any
majority-owned subsidiary of the Company, or any compensation plan of the
Company or any majority-owned subsidiary of the Company, becomes the "beneficial
owner" (as such term is defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing thirty percent (30%) or
more of the combined voting power of the Company;
(2) During any period of three consecutive years during the
term of this
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Agreement, the individuals who at the beginning of such period constitute the
Board of Directors of the Company cease for any reason to constitute at least a
majority of such Board of Directors, unless the election of each director who
was not a director at the beginning of such period has been approved in advance
by directors representing at least two-thirds of the directors then in office
who were directors at the beginning of such period; or
(3) The shareholders of the Company approve (1) a
reorganization, merger, or consolidation with respect to which persons who were
the shareholders of the Company immediately prior to such reorganization,
merger, or consolidation do not immediately thereafter own more than 50% of the
combined voting power entitled to vote generally in the election of the
directors of the reorganized, merged or consolidated entity; (2) a liquidation
or dissolution of the Company; or (3) the sale of all or substantially all of
the assets of the Company or of a subsidiary of the Company that accounts for
30% of the consolidated revenues of the Company, but not including a
reorganization, merger or consolidation of the Company.
5. Successor To Company. The Company shall require any successor,
whether direct or indirect, to all or substantially all of the business,
properties and assets of the Company whether by purchase, merger, consolidation
or otherwise, prior to or simultaneously with such purchase, merger,
consolidation or other acquisition to execute and to deliver to the Employee a
written instrument in form and in substance reasonably satisfactory to the
Employee pursuant to which any such successor shall agree to assume and to
timely perform or to cause to be timely performed all of the Company's
covenants, agreements and obligations set forth in this Agreement (a "Successor
Agreement"). The failure of the Company to cause any such successor to execute
and deliver a Successor Agreement to the Employee shall constitute a material
breach of the provisions of this Agreement by the Company.
6. Restrictive Covenants. In consideration of his employment and the
other benefits arising under this Agreement, the Employee agrees that during the
term of this Agreement, and for a period of three (3) years following the
termination of this Agreement, the Employee shall not directly or indirectly:
(a) alone or as a partner, joint venturer, officer, director,
member, employee, consultant, agent, independent contractor or stockholder of,
or lender to, any company or business, (i) engage in the business of solid waste
collection, disposal or recycling (the "Solid Waste Services Business") in any
market in which the Company or any of its subsidiaries or affiliates does
business, or any other line of business which is entered into by the Company or
any of its subsidiaries or affiliates during the term of this Agreement, or (ii)
compete with the Company or any of its subsidiaries or affiliates in
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acquiring or merging with any other business or acquiring the assets of such
other business; or
(b) for any reason, (i) induce any customer of the Company or
any of its subsidiaries or affiliates to patronize any business directly or
indirectly in competition with the Solid Waste Services Business conducted by
the Company or any of its subsidiaries or affiliates in any market in which the
Company or any of its subsidiaries or affiliates does business; (ii) canvass,
solicit or accept from any customer of the Company or any of its subsidiaries or
affiliates any such competitive business; or (iii) request or advise any
customer or vendor of the Company or any of its subsidiaries or affiliates to
withdraw, curtail or cancel any such customer's or vendor's business with the
Company or any of its subsidiaries or affiliates; or
(c) for any reason, employ, or knowingly permit any company or
business directly or indirectly controlled by him, to employ, any person who was
employed by the Company or any of its subsidiaries or affiliates at or within
the prior six months, or in any manner seek to induce any such person to leave
his or her employment.
Notwithstanding the foregoing, the beneficial ownership of less than five
percent (5%) of the shares of stock of any corporation having a class of equity
securities actively traded on a national securities exchange or over-the-counter
market shall not be deemed, in and of itself, to violate the prohibitions of
this Section.
7. Confidentiality. The Employee agrees that at all times during the
term of this Agreement and after the termination of employment for as long as
such information remains non-public information, the Employee shall (i) hold in
confidence and refrain from disclosing to any other party all information,
whether written or oral, tangible or intangible, of a private, secret,
proprietary or confidential nature, of or concerning the Company or any of its
subsidiaries or affiliates and their business and operations, and all files,
letters, memoranda, reports, records, computer disks or other computer storage
medium, data, models or any photographic or other tangible materials containing
such information ("Confidential Information"), including without limitation, any
sales, promotional or marketing plans, programs, techniques, practices or
strategies, any expansion plans (including existing and entry into new
geographic and/or product markets), and any customer lists, (ii) use the
Confidential Information solely in connection with his employment with the
Company or any of its subsidiaries or affiliates and for no other purpose, (iii)
take all precautions necessary to ensure that the Confidential Information shall
not be, or be permitted to be, shown, copied or disclosed to third parties,
without the prior written consent of the Company or any of its subsidiaries or
affiliates, and (iv) observe all security policies implemented by the Company or
any of its subsidiaries or affiliates from time to time with respect to the
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Confidential Information. In the event that the Employee is ordered to disclose
any Confidential Information, whether in a legal or regulatory proceeding or
otherwise, the Employee shall provide the Company or any of its subsidiaries or
affiliates with prompt notice of such request or order so that the Company or
any of its subsidiaries or affiliates may seek to prevent disclosure. In
addition to the foregoing the Employee shall not at any time libel, defame,
ridicule or otherwise disparage the Company.
8. Specific Performance; Injunction. The parties agree and acknowledge
that the restrictions contained in Sections 6 and 7 are reasonable in scope and
duration and are necessary to protect the Company or any of its subsidiaries or
affiliates. If any provision of Section 6 or 7 as applied to any party or to any
circumstance is adjudged by a court to be invalid or unenforceable, the same
shall in no way affect any other circumstance or the validity or enforceability
of any other provision of this Agreement. If any such provision, or any part
thereof, is held to be unenforceable because of the duration of such provision
or the area covered thereby, the parties agree that the court making such
determination shall have the power to reduce the duration and/or area of such
provision, and/or to delete specific words or phrases, and in its reduced form,
such provision shall then be enforceable and shall be enforced. The Employee
agrees and acknowledges that the breach of Section 6 or 7 will cause irreparable
injury to the Company or any of its subsidiaries or affiliates and upon breach
of any provision of such Sections, the Company or any of its subsidiaries or
affiliates shall be entitled to injunctive relief, specific performance or other
equitable relief, without being required to post a bond; PROVIDED, HOWEVER,
that, this shall in no way limit any other remedies which the Company or any of
its subsidiaries or affiliates may have (including, without limitation, the
right to seek monetary damages).
9. Notices. All notices, requests, demands, claims and other
communications hereunder shall be in writing and shall be deemed given if
delivered by hand delivery, by certified or registered mail (first class postage
pre-paid), guaranteed overnight delivery or facsimile transmission if such
transmission is confirmed by delivery by certified or registered mail (first
class postage pre-paid) or guaranteed overnight delivery to, the following
addresses and telecopy numbers (or to such other addresses or telecopy numbers
which such party shall designate in writing to the other parties): (a) if to the
Company, at its principal executive offices, addressed to the Chairman of the
Board, with a copy to the General Counsel; and (b) if to the Employee, at the
address listed on the signature page hereto.
10. Amendment; Waiver. This Agreement may not be modified, amended, or
supplemented, except by written instrument executed by all parties. No failure
to exercise, and no delay in exercising, any right, power or privilege under
this Agreement shall operate as a waiver, nor shall any single or partial
exercise of any right, power or privilege hereunder preclude the exercise of any
other right, power or privilege. No
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waiver of any breach of any provision shall be deemed to be a waiver of any
preceding or succeeding breach of the same or any other provision, nor shall any
waiver be implied from any course of dealing between the parties. No extension
of time for performance of any obligations or other acts hereunder or under any
other agreement shall be deemed to be an extension of the time for performance
of any other obligations or any other acts. The rights and remedies of the
parties under this Agreement are in addition to all other rights and remedies,
at law or equity, that they may have against each other.
11. Assignment; Third Party Beneficiary. This Agreement, and the
Employee's rights and obligations hereunder, may not be assigned or delegated by
him. The Company may assign its rights, and delegate its obligations, hereunder
to any affiliate of the Company, or any successor to the Company or its Solid
Waste Services Business, specifically including the restrictive covenants set
forth in Section 6 hereof. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and be binding upon its respective
successors and assigns.
12. Severability; Survival. In the event that any provision of this
Agreement is found to be void and unenforceable by a court of competent
jurisdiction, then such unenforceable provision shall be deemed modified so as
to be enforceable (or if not subject to modification then eliminated herefrom)
to the extent necessary to permit the remaining provisions to be enforced in
accordance with the parties intention. The provisions of Sections 6 and 7 will
survive the termination for any reason of the Employee's relationship with the
Company.
13. Indemnification. The Company agrees to indemnify the Employee
during the term and after termination of this Agreement in accordance with the
provisions of the Company's certificate of incorporation and bylaws and the
Delaware General Corporation Law.
14. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original but all of which together shall
constitute one and the same instrument.
15. Governing Law. This Agreement shall be construed in accordance with
and governed for all purposes by the laws of the State of Florida applicable to
contracts executed and to be wholly performed within such State.
16. Entire Agreement. This Agreement contains the entire understanding
of the parties in respect of its subject matter and supersedes all prior
agreements and understandings (oral or written) between or among the parties
with respect to such subject matter. Upon the execution of this Agreement the
provisions of the Existing
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Employment Agreement shall be superseded and shall be of no further force and
effect except as specifically preserved by the terms of this Agreement.
17. Headings. The headings of Paragraphs and Sections are for
convenience of reference and are not part of this Agreement and shall not affect
the interpretation of any of its terms.
18. Construction. This Agreement shall be construed as a whole
according to its fair meaning and not strictly for or against any party. The
parties acknowledge that each of them has reviewed this Agreement and has had
the opportunity to have it reviewed by their respective attorneys and that any
rule of construction to the effect that ambiguities are to be resolved against
the drafting party shall not apply in the interpretation of this Agreement.
19. Attorney's Fees. If at any time during the Term of this Agreement
or afterwards there should arise any dispute as to the validity, interpretation
or application of any term or condition of this agreement, the Company agrees,
upon written demand by the Employee (and Employee shall be entitled upon
application to any court of competent jurisdiction, to the entry of a mandatory
injunction, without the necessity of posting any bond with respect thereto,
compelling the Company) to promptly provide sums sufficient to pay on a current
basis (either directly or by reimbursing Employee) Employee's costs and
reasonable attorneys' fees (including expenses of investigation and
disbursements for the fees and expenses of experts, etc.) incurred by the
Employee in connection with any such dispute or any litigation, provided that
Employee shall repay any such amounts paid or advanced if Employee is not the
prevailing party with respect to at least one material claim or issue in such
dispute or litigation. The provisions of this Section 19, without implication as
to any other section hereof, shall survive the expiration or termination of this
Agreement and Employee's employment hereunder.
20. Withholding. All payments made to the Employee shall be made net of
any applicable withholding for income taxes, Excise Tax and the Employee's share
of FICA, FUTA or other taxes. The Company shall withhold such amounts from such
payments to the extent required by applicable law and remit such amounts to the
applicable governmental authorities in accordance with applicable law.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of the date first above written.
REPUBLIC SERVICES, INC., a Delaware
corporation
By: /s/ Xxxxx X. X'Xxxxxx
-----------------------------------
Name: XXXXX X. X'XXXXXX
------------------------------------
Title: President and Chief Executive
Officer
-----------------------------------
EMPLOYEE: /s/ Xxxxxx X. Xxxxxx
---------------------------------
XXXXXX X. XXXXXX
Address for Notices:
0000 Xxxxxxxxx 0xx Xxxxxx
Xxxx Xxxxxxxxxx, Xxxxxxx 00000
Telecopy: (000) 000-0000
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