EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made effective as
of March 20, 2000 by and between SURGE COMPONENTS, INC. dba SUPERUS HOLDINGS, a
New York corporation (hereinafter, including its successors and/or parent,
"Company"), and XXXXX XXXXXXX (hereinafter "Employee").
WHEREAS, Company is engaged in the business of supplying
electronic components and, through certain of its subsidiaries, offers Internet
access and web integration services focused primarily on the Latin American
market; and
WHEREAS, Company desires to employ Employee, and Employee
desires to be employed by Company, as set forth herein.
NOW THEREFORE, in consideration of the foregoing recitals and
the respective covenants, terms and provisions contained herein, the parties
hereto agree as follows:
1. EMPLOYMENT/SALARY. Company hereby agrees to employ
Employee, and Employee hereby accepts such employment, on the terms and
conditions set forth herein, commencing on the first date set forth above (the
"Commencement Date") and continuing for a four (4) year period thereafter (the
"Term"), unless terminated earlier as provided in Section 2 below. Employee
shall report to the Company's Chief Executive Officer.
(a) Position; Duties. Employee shall be employed in the
position of Vice President, Corporate Development of the Company. Following
shareholder approval and effectiveness of the recapitalization and related
proposals (the "Recapitalization") described in the Company's preliminary proxy
and registration statement on Form S-4, filed on March 17, 2000, Employee shall
hold such position solely with Superus Holdings, Inc., the Company's successor
pursuant to the Recapitalization.
During the Term, Employee will devote his full time and best
efforts to Company and will not engage in any outside employment or business
(whether for compensation or otherwise) without the prior written consent of
Company's Board of Directors. Employee shall at all times faithfully,
industriously and to the best of Employee's ability, experience and talent
perform all of the duties that may be assigned to Employee hereunder. The
services to be rendered by Employee shall include, without limitation, all
services customarily rendered by persons engaged in the same capacity or in a
similar capacity in the Internet industry, and such other services as may be
reasonably requested by Company from time to time. Employee's responsibilities
shall specifically include, but not be limited to, assisting the Chief Executive
Officer and others with supervising, and where appropriate assisting with, the
operations of the Company's subsidiaries, if any, identifying business
opportunities which are consistent with the Company's evolving strategic goals,
and assisting with the evolution of the Company's strategic plan.
Notwithstanding the foregoing, however, this Agreement shall
not be interpreted to prohibit Employee from making personal investments,
serving on other boards of directors and advisory boards, attending educational
classes, or conducting private business affairs if those activities do not
materially interfere with the services required under this Agreement, provided
that Employee shall not directly or indirectly acquire, hold or retain any
material interest in any business competing, directly or indirectly, with the
business of Company, except for investments in mutual and other similar funds.
(b) Base Salary. The Company shall pay Employee as
compensation for his services hereunder a base salary, starting as of the
Commencement Date, at the annualized rate of $150,000.00 (the "Base Salary"),
which amount shall be paid in accordance with the Company's payroll practices
and subject to the usual and applicable required withholding.
(c) Bonus. Employee shall be entitled, during the term
of this Agreement, to an annual bonus at the discretion of the compensation
committee of the Board of Directors of the Company.
(d) Reimbursement of Certain Amounts. Notwithstanding any
provision of this Agreement to the contrary, the parties acknowledge that any
amounts paid by the Company to Employee pursuant to this Agreement prior to the
date on which the Company's shareholders approve the Recapitalization shall be
reimbursed to the Company from the proceeds of the sale of certain 12%
convertible promissory notes due December 31, 2000, which the Company has
recently concluded offering to qualified investors.
2. TERMINATION.
(a) Termination for Cause. The Company may terminate this
Agreement immediately for cause as defined herein. If Employee's employment is
terminated "for cause", Employee shall be entitled to exercise his stock options
(in accordance with the terms thereof) to the extent vested as of the date of
termination, and to receive his accrued but unpaid Base Salary and vacation
through the date of termination, and reimbursement for any expenses through the
date of termination, but shall not be entitled to receive any additional
compensation or accelerated vesting of his options. For purposes of this
Agreement, "Cause" is defined as: (i) any act of personal dishonesty taken by
the Employee in connection with his responsibilities to the Company which the
Board reasonably determines is injurious to the Company, (ii) Employee's
conviction of a felony or other crime involving moral turpitude which the Board
reasonably believes has had or will have a material detrimental effect on the
Company's reputation or business or which results in incarceration of Employee
for in excess of 15 days or (iii) the failure, refusal or neglect by Employee to
substantially perform all of his obligations to the Company after there has been
delivered to Employee a written demand for performance from the Company which
describes the basis for the Company's belief that Employee has not substantially
performed his duties and provides a 15 day cure period in connection therewith.
(b) Termination Without Cause. Employee and the Company
understand and acknowledge that Employee's employment with the Company
constitutes "at-will"
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employment. Therefore, Employee and the Company acknowledge that, subject to the
terms of this Agreement, either the Company or Employee may terminate the
employment relationship at any time with or without cause, by giving written
notice to the other party.
(c) Severance Payments and Other Benefits Upon Termination. If
the Company terminates Employee's employment without cause, or in the event of
an Involuntary Termination of the Employee, as hereinafter defined, the Company
(or its successor, as the case may be) shall pay Employee the following: (i) any
accrued but unpaid Base Salary and vacation through the date of termination;
(ii) a pro-ration with respect to any bonus to which he would otherwise be
entitled pursuant to any bonus or incentive compensation plan (or other
arrangement pursuant to which bonuses are awarded to employees on a formula
basis) adopted by the Board of Directors; (iii) reimbursement for any expenses
through the date of termination; (iv) the unvested portion, if any, of the stock
options granted by the Company to Employee shall be subject to the acceleration
provisions set forth in the stock option agreement applicable thereto; and (v) a
severance payment in an amount equal to three (3) month's salary, payable over a
period of three (3) months following the effective date of such Involuntary
Termination or termination without cause, subject to withholding as may be
required by law.
For purposes of this Agreement, "Involuntary Termination"
shall mean termination of Employee's employment with the Company immediately
following any of the following: (1) a reduction by the Company of Employee's
Base Salary as in effect immediately prior to such reduction; (2) a material
reduction by the Company in the kind or level of employee benefits to which
Employee is entitled immediately prior to such reduction that is not generally
applicable to all executive level employees of Company; (3) a material reduction
by the Company of Employee's duties and responsibilities; (4) Employee's
voluntary resignation following a Change of Control, as hereinafter defined, in
which Employee is not offered a position of comparable pay and responsibilities
in the same geographic area in which he worked immediately prior to the Change
of Control; (5) the continued breach by the Company of its material obligations
hereunder following 30 days' prior written notice thereof by the Employee.
For purposes of this Agreement, "Change of Control" means (i)
a merger or consolidation or other reorganization or transaction (but excluding
the recapitalization and reorganization of Company contemplated by the Merger
and/or the Merger Agreement) in which securities possessing more than 50% of the
total combined voting power of the Company's outstanding voting securities are
transferred or issued to a person or persons different from the persons holding
those securities immediately prior to such transaction, or (ii) the sale,
transfer or other disposition of all or substantially all of the Company's
assets.
(d) Termination of Recapitalization. If the Recapitalization
is terminated or abandoned after this Agreement has been executed, Employee or
the Company may immediately terminate this Agreement. If Employee's employment
is terminated hereunder, Employee shall be entitled to receive his accrued but
unpaid Base Salary and vacation through the date of termination and
reimbursement for any expenses through the date of termination. Employee shall
also be entitled to exercise any options that have vested as of the date of the
termination.
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3. BENEFITS.
(a) Executive Benefits. Employee shall be eligible to
participate in the employee benefit plans currently and hereafter maintained by
the Company of general applicability to other senior executives of the Company.
Members of Employee's immediate family, including spouse and children, shall be
covered by all such benefits to the extent the terms of such benefit plans
permit such coverage.
(b) Stock Options. Effective as of the Commencement Date, the
Company shall grant Employee a stock option (the "Option") consisting of 200,000
shares of the Company's Class B Common Stock (or such other shares of common
stock as are exchangeable on a one-for-one basis into shares of Class B Common
Stock, the "Option Shares") at an exercise price equal to the fair market value
of the Company's outstanding Common Stock on the date of grant. The Option shall
begin vesting six (6) months after the Commencement Date, at which date 17.5% of
the Option Shares (or 35,000) shall vest and become exercisable, and the
remainder thereof (consisting of an option to purchase the remaining 82.5% -- or
165,000 -- of the Option Shares) shall vest and become exercisable ratably on a
monthly basis as of the last day of each of the next forty-two (42) months, such
that the Option shall be fully vested and exercisable in full on the fourth
(4th) anniversary of the Commencement Date, subject to Employee continuing to
render services to the Company. In addition, the Option shall be subject to
acceleration of vesting and exercisability upon the occurrence of certain
events, including if Employee is terminated by the Company without cause after
the expiration of six (6) months from the Commencement Date (which shall result
in acceleration of 25% of Employee's then unvested options), if Employee is
subject to an Involuntary Termination (which shall result in acceleration of 25%
of Employee's then unvested options), or due to a Change of Control, as defined
above (which shall result in acceleration of 75% of Employee's then unvested
options), all as set forth in greater detail in the stock option agreement by
and between Employee and the Company (the "Stock Option Agreement"), which
agreement shall be substantially in the form of Exhibit A hereto and is
incorporated by this reference as if fully set forth herein. In the event that
Employee elects to terminate his employment with Company without cause, or if
Company terminates Employee "for cause" pursuant to and as defined in Section
2(a) above, the Option shall immediately terminate, and Employee shall be
entitled to exercise the portion of the Option that was vested on the date of
termination only for such period of time as is provided in the Company's Stock
Option Plan and reflected in the Stock Option Agreement. In all other respects,
the Option shall be subject to the terms, definitions and provisions of the
Company's Stock Option Plan and the Stock Option Agreement.
(c) Vacation, Etc. Employee shall be entitled to three (3)
weeks of vacation time and sick leave during each calendar year during the term
of this Agreement, without loss of compensation, in addition to statutory
holidays normally observed by Company in accordance with Company's vacation and
holiday policy adopted from time to time by Company.
(d) Expenses. The Company will pay or reimburse Employee for
reasonable travel, entertainment or other expenses incurred by Employee in the
furtherance of or in connection with the performance of Employee's duties
hereunder in accordance with the
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Company's established policies, including reasonable relocation expenses from
Xxxx Xxxxx, XX xx Xxx Xxxxxxxxx, XX (including the assistance of a relocation
specialist, and, if necessary, a maximum of two (2) month's short-term housing
in an amount to be approved by the Company in writing prior to undertaking).
All compensation payable to Employee hereunder shall be
subject to such deductions and withholdings as Company is from time to time
required to make pursuant to any federal, state or local law, governmental
regulation or order.
4. REPRESENTATION AND WARRANTIES. Employee represents and
warrants to Company that: (i) Employee is under no contractual or other
restriction or obligation that is materially inconsistent with the execution of
this Agreement, the performance of his duties hereunder, or the rights of
Company hereunder, including, without limitation, any development agreement,
non-competition agreement or confidentiality agreement previously entered into
by Employee, and (ii) Employee is under no physical, mental or other disability
that would substantially hinder or prevent the performance of his duties under
this Agreement.
5. CERTAIN COVENANTS.
(a) Intellectual Property Rights.
(i) Employee agrees that the Company will be the sole
owner of any and all of Employee's "Discoveries" and "Work
Product," hereinafter defined, made during the term of his
employment with the Company, whether pursuant to this
Agreement or otherwise. For purposes of this Agreement,
"Discoveries" means all inventions, discoveries, improvements,
and copyrightable works (including, without limitation, any
information relating to the Company's software products,
source code, know-how, processes, designs, algorithms,
computer programs and routines, formulae, techniques,
developments or experimental work, work-in-progress, or
business trade secrets) made or conceived or reduced to
practice by Employee during the term of his employment by the
Company, whether or not potentially patentable or
copyrightable in the United States or elsewhere. For purposes
of this Agreement, "Work Product" means any and all work
product relating to Discoveries.
(ii) Employee shall promptly disclose to the Company
all Discoveries and Work Product. All such disclosures must
include complete and accurate copies of all source code,
object code or machine-readable copies, documentation, work
notes, flow-charts, diagrams, test data, reports, samples, and
other tangible evidence or results (collectively, "Tangible
Embodiments") of such Discoveries or Work Product. All
Tangible Embodiments of any Discoveries or Work Project will
be deemed to have been assigned to the Company as a result of
the act of expressing any Discovery or Work Product therein.
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(iii) Employee hereby assigns and agrees to assign to
the Company all of his interest in any country in any and all
Discoveries and Work Product, whether such interest arises
under patent law, copyright law, trade-secret law,
semiconductor chip protection law, or otherwise. Without
limiting the generality of the preceding sentence, Employee
hereby authorizes the Company to make any desired changes to
any part of any Discovery or Work Product, to combine it with
other materials in any manner desired, and to withhold
Employee's identity in connection with any distribution or use
thereof alone or in combination with other materials. This
assignment and assignment obligation applies to all
Discoveries and Work Product arising during Employee's
employment with the Company (or its predecessors), whether
pursuant to this Agreement or otherwise. Employee's agreement
to assign to the Company any of his rights as set forth in
this Section 6(a)(iii) shall not apply to any invention that
qualifies fully under the provisions of California Labor Code
Section 2870, where no equipment, supplies, facility or trade
secret information of the Company was used and that was
developed entirely upon Employee's own time, and (i) that does
not relate to Company business or to the Company's actual or
anticipated research or development, or (ii) that does not
result from any work performed by Employee for the Company.
(iv) At the request of the Company, Employee shall
promptly and without additional compensation execute any and
all patent applications, copyright registration applications,
waivers of moral rights, assignments, or other instruments
that the Company deems necessary or appropriate to apply for
or obtain Letters Patent of the United States or any foreign
country, copyright registrations or otherwise to protect the
Company's interest in such Discovery and Work Product, the
expenses for which will be borne by the Company. Employee
hereby irrevocably designates and appoints the Company and its
duly authorized officers and agents as his agents and
attorneys-in-fact to, if the Company is unable for any reason
to secure Employee's signature to any lawful and necessary
document required or appropriate to apply for or execute any
patent application, copyright registration application, waiver
of moral rights, or other similar document with respect to any
Discovery and Work Product (including, without limitation,
renewals, extensions, continuations, divisions, or
continuations in part), (i) act for and in his behalf, (ii)
execute and file any such document, and (iii) do all other
lawfully permitted acts to further the prosecution of the same
legal force and effect as if executed by him; this designation
and appointment constitutes an irrevocable power of attorney
coupled with an interest.
(v) To the extent that any Discovery or Work Product
constitutes copyrightable or similar subject matter that is
eligible to be treated as a "work made for hire" or as having
similar status in the United States or elsewhere, it will be
so deemed. This provision does not alter or limit Employee's
other obligations to assign intellectual property rights under
this Agreement.
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(vi) The obligations of Employee set forth in this
Section 6 (including, without limitation, the assignment
obligations) will continue beyond the termination of
Employee's employment with respect to Discoveries and Work
Product conceived or made by Employee alone or in concert with
others during Employee's employment with the Company, whether
pursuant to this Agreement or otherwise. Those obligations
will be binding upon Employee, his assignees permitted under
this Agreement, executors, administrators, and other
representatives.
(b) Exposure to Proprietary Information.
(i) As used in this Agreement, "Proprietary
Information" means all information of a business or technical
nature that relates to the Company including, without
limitation, all information about software products whether
currently released or in development, all inventions,
discoveries, improvements, copyrightable work, source code,
know-how, processes, designs, algorithms, computer programs
and routines, formulae and techniques, and any information
regarding the business of any customer or supplier of the
Company or any other information that the Company is required
to keep confidential. Notwithstanding the preceding sentence,
the term "Proprietary Information" does not include
information that is or becomes publicly available through no
fault of Employee, or information that Employee learned prior
to the Effective Date.
(ii) In recognition of the special nature of his
employment under this Agreement, including his special access
to the Proprietary Information, and in consideration of his
employment pursuant to this Agreement, Employee agrees to the
covenants and restrictions set forth in Section 6 of this
Agreement.
(c) Use of Proprietary Information; Restrictive Covenants.
(i) Employee acknowledges that the Proprietary
Information constitutes a protectible business interest of the
Company, and covenants and agrees that during the term of his
employment, whether under this Agreement or otherwise, and
after the termination of such employment, he will not,
directly or indirectly, disclose, furnish, make available or
utilize any of the Proprietary Information, other than in the
proper performance of his duties for the Company.
(ii) Employee will not, during the term of this
Agreement or, solely with respect to clauses 2 and 3 of this
subparagraph (ii), for a period of one year thereafter (the
"Restricted Period"), anywhere within the United States (the
"Restricted Territory"), directly or indirectly (whether as an
owner, partner, shareholder, agent, officer, director,
employee, independent contractor, consultant, or otherwise):
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1. perform services for, or engage in, any
business that develops or sells products or services
which are competitive with any products or services
sold or developed by the Company for which Employee
has provided any assistance in planning, development,
marketing, training, support, or maintenance during
the period of Employee's employment with the Company
(the "Products");
2. except on behalf of the Company, solicit
any person or entity who is, or was at any time
during the twelve-month period immediately prior to
the termination of Employee's employment with the
Company, a customer of the Company for the sale of
the Products or any product or service of a type then
sold by the Company for which Employee provided any
direct, material assistance in planning, development,
marketing, training, support, or maintenance; or
3. solicit for employment any person who
is, or was at any time during the twelve-month
period immediately prior to the termination of
Employee's employment with the Company, an employee
of the Company.
(d) Scope/Severability. The parties acknowledge that the
business of the Company is and will be national and international in scope and
thus the covenants in this Section 6 would be particularly ineffective if the
covenants were to be limited to a particular geographic area of the United
States. If any court of competent jurisdiction at any time deems the Restricted
Period unreasonably lengthy, or the Restricted Territory unreasonably extensive,
or any of the covenants set forth in this Section 6 not fully enforceable, the
other provisions of this Section 6, and this Agreement in general, will
nevertheless stand and to the full extent consistent with law continue in full
force and effect, and it is the intention and desire of the parties that the
court treat any provisions of this Agreement which are not fully enforceable as
having been modified to the extent deemed necessary by the court to render them
reasonable and enforceable and that the court enforce them to such extent (for
example, that the Restricted Period be deemed to be the longest period
permissible by law, but not in excess of the length provided for in Section
5(c), and the Restricted Territory be deemed to comprise the largest territory
permissible by law under the circumstances).
(e) Return of Company Materials upon Termination. Employee
acknowledges that all records, documents, and Tangible Embodiments containing or
of Proprietary Information prepared by Employee or coming into his possession by
virtue of his employment by the Company are and will remain the property of the
Company. Upon termination of his employment with the Company, Employee shall
immediately return to the Company all such items in his possession and all
copies of such items.
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6. EQUITABLE REMEDIES.
(a) Employee acknowledges and agrees that the agreements and
covenants set forth in Sections 5(a), (b), (c), (d) and (e) above are reasonable
and necessary for the protection of the Company's business interests, that
irreparable injury will result to the Company if Employee breaches any of the
terms of said covenants, and that in the event of Employee's actual or
threatened breach of any such covenants, the Company will have no adequate
remedy at law. Employee accordingly agrees that, in the event of any actual or
threatened breach by him of any of said covenants, the Company will be entitled
to immediate injunctive and other equitable relief, without bond and without the
necessity of showing actual monetary damages. Nothing in this Section 6 will be
construed as prohibiting the Company from pursuing any other remedies available
to it for such breach or threatened breach, including the recovery of any
damages that it is able to prove.
(b) Each of the covenants in Sections 5(a), (b), (c), (d) and
(e) above will be construed as independent of any other covenants or other
provisions of this Agreement.
(c) In the event of any judicial determination that any of the
covenants in Sections 5(a), (b), (c), (d), and (e) above are not fully
enforceable, it is the intention and desire of the parties that the court treat
said covenants as having been modified to the extent deemed necessary by the
court to render them reasonable and enforceable, and that the court enforce them
to such extent.
7. MISCELLANEOUS.
(a) Modification; Prior Claims. This Agreement and the Stock
Option Agreement set forth the entire understanding and agreement of the parties
with respect to the subject matter hereof, supersede all existing agreements,
arrangements or understandings, whether oral or written, between them concerning
such subject matter, and may be modified only by a written instrument duly
executed by each party. Except as otherwise specifically provided for in this
Agreement, Employee hereby agrees and acknowledges that any and all
compensation, reimbursement or other obligations or liabilities of Company due
to Employee prior to the effective date of this Agreement have been received and
satisfied in full by Company and Employee hereby waives and releases any claims
which he may have relating thereto or resulting therefrom.
(b) Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties and their respective successors and assigns;
provided, however, that this Agreement may not be assigned by Employee, nor may
any of Employee's duties hereunder be delegated, without the prior written
consent of Company, which consent may be given or withheld by Company in its
sole discretion. The rights of Company under this Agreement may not be assigned
without the consent of Employee, which consent may be given or withheld by
Employee in his sole discretion.
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(c) Excise Tax. If any payments or transfers of property to be
made to Employee hereunder are subject, in whole or in part, to the excise tax
imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Excise Tax"),
and application of Section 280G of the Code can be avoided by an appropriate
shareholder vote pursuant to Section 280G(b)(5)(A) of the Code, the Company and
Employee agree that they will respectively take all reasonable steps necessary
or appropriate to obtain a favorable shareholder vote to ensure that the Excise
Tax and the provisions of Section 280G are not applicable with respect to such
compensation.
(d) Survival. The covenants, agreements, representations and
warranties contained in or made pursuant to (i) Sections 4 and 5 hereof by
Employee and (ii) Section 2(c) hereof by Company shall survive the termination
of this Agreement and Employee's employment with Company.
(e) Third Party Beneficiaries. Except as expressly provided
herein with respect to successors and assigns of the parties, this Agreement
does not create, and shall not be construed as creating, any rights enforceable
by any person or entity not a party to this Agreement.
(f) Waiver. The failure of either party hereto at any time to
enforce performance by the other party of any provision of this Agreement shall
in no way affect such party's rights thereafter to enforce the same, nor shall
the waiver by either party of any breach of any provision hereof be deemed to be
a waiver by such party of any other breach of the same or any other provision
hereof.
(g) Section Headings. The headings of the several sections in
this Agreement are inserted solely for the convenience of the parties and are
not a part of and are not intended to govern, limit or aid in the construction
of any term or provision hereof.
(h) Notices. All notices and other communications required or
permitted under this Agreement shall be in writing, served personally on, or
mailed by certified or registered mail to, the party to be charged with receipt
thereof. Notices and other communications served by mail shall be deemed given
hereunder three (3) calendar days after deposit of such notice of communication
in the United States mail as certified or registered mail, with postage prepaid
and duly addressed to whom such notice or communications is to be given, in the
case of (i) Company: Surge Components, Inc., 0000 Xxxxx Xxxxxxxxx, Xxxx Xxxx,
Xxx Xxxx 00000, with a copy to Snow Xxxxxx Xxxxxx P.C., 000 Xxxxx Xxxxxx, 00xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or (ii) Employee: Xxxxx Xxxxxxx, 000 Xxxxxxx
Xxxxxx, #0, Xxxx Xxxxx, XX 00000 (or such future address as Xx. Xxxxxxx will
provide the Company). Any party may change said party's address for purposes of
giving notices under this Section by giving to the other party a written notice
of such change in the manner provided in this Section.
(i) Severability. All sections, clauses thereof and covenants
contained in this Agreement are severable, and in the event any of them shall be
held to be invalid by any court, this Agreement shall be interpreted as if such
invalid sections, clauses or covenants were not contained herein.
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(j) Applicable Law. This Agreement is made with reference to
the laws of this State of California, and shall be governed by and construed in
accordance therewith. Any legal action, suit or proceeding brought by either
party to enforce or interpret any term or provision of this Agreement shall be
brought in the appropriate state or federal court located in San Francisco,
California. The prevailing party in any such legal action, suit or proceeding
shall be entitled to have and recover from the losing party such prevailing
party's attorneys' fees and costs incurred in connection therewith.
(k) Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and have made it effective as of the Effective
Date of this Agreement.
COMPANY:
SURGE COMPONENTS, INC.,
a New York corporation
By: /s/Xxxx Xxxxxxx
-------------------------------
Xxxx Xxxxxxx, Chairman
EMPLOYEE:
/s/Xxxxx Xxxxxxx
---------------------------------
Xxxxx Xxxxxxx
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