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EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), made and entered into as
of November 13, 1996, by and between STUART ENTERTAINMENT, INC. (the
"Company"), a Delaware corporation, and XXXXXX X. XXXX, an individual with his
principal business address at 0000 Xxxxxxx Xxx, Xxxxxxxx, Xxxxxxxxxx 00000 (the
"Executive");
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive as Executive Vice
President and Chief Operating Officer of the Trade Products Division of the
Company (the "Trade Products Division"); and
WHEREAS, the Executive desires to accept such employment offered by
the Company;
NOW, THEREFORE, in consideration for the mutual obligations contained
herein, the Company and the Executive, each intending to be legally bound,
hereby mutually covenant and agree as follows:
1. EMPLOYMENT AND TERM.
(a) Employment. The Company hereby employs the Executive
and the Executive hereby accepts such employment, in the capacity of
Executive Vice President and Chief Operating Officer of the Trade
Products Division to act in accordance with the terms and conditions
hereinafter set forth.
(b) Term. The employment hereunder shall be for a term
commencing on the date of acquisition by the Company of the assets of
Trade Products, Inc. (the "Employment Date"), and terminating on the
third anniversary of the Employment Date (the "Term").
(c) Location of Services. Effective upon the Employment
Date, and through the Term, the Executive's services will be performed
in the Seattle, Washington area. At such location the Company shall
provide the Executive with an office and a support staff sufficient to
enable the Executive to render the services to be provided by the
Executive under this Agreement. It is also anticipated that the
Executive may be reasonably required, at the Company's expense, to
travel to and render services in different locations from time to
time, incident to the performance of the Executive's duties.
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2. DUTIES.
(a) During the Term as provided in Section 1(b) hereof,
the Executive shall serve as Executive Vice President of the Company
and Chief Operating Officer of the Trade Products Division, and shall
have all powers and duties consistent with such position and Executive
agrees to perform the duties and services incident to that position,
or such other duties and services of a similar nature as may
reasonably be required of him by the Board of Directors ("Board") or
the Board's designated officer. The Executive agrees to serve as an
officer of the Company and of any subsidiary of the Company or
affiliated company, without additional compensation.
(b) The Executive shall devote substantially his entire
time and shall use his best efforts to fulfill faithfully, responsibly
and to the best of his ability his duties hereunder and to the
promotion of the business and interests of the Company and any
subsidiaries or affiliated companies.
(c) The Executive shall be appointed to the Board of the
Company for a term expiring at the next annual meeting of the
stockholders of the Company following the Employment Date. The
Executive shall receive no compensation for such service.
3. COMPENSATION.
(a) Base Salary. The Company shall pay the Executive an
initial base salary of $200,000 (the "Base Salary"), payable in
accordance with the Company's normal payroll payment procedures. On
the second and third anniversary date of the Employment Date, the Base
Salary shall be increased to $210,000 and $220,000, respectively. Any
compensation that may be paid to the Executive under any additional
compensation or incentive plan of the Company, or that may be
otherwise authorized from time to time by the Board, shall be in
addition to the Base Salary to which the Executive shall be entitled
under this Agreement.
(b) Performance Bonuses. For each calendar year during
the Term, commencing with calendar year 1996, the Executive shall be
eligible to receive a cash bonus (the "Performance Bonus") based upon
the Executive's performance and the Trade Products Division
achievement of certain targeted financial goals established at the
beginning of such year by the Board. The bonus payable for any
calendar year shall be paid to the Executive no later than the 15th
day of April of the following year and shall in no case be less than
$50,000 if the targeted financial objectives are met. This
Performance Bonus shall be in lieu of the Executive's participation in
any other cash bonus or incentive plan or arrangement of the Company;
provided, however, that the bonus program set forth herein may be
replaced with a different program approved by the Board with the
consent of the Executive. Notwithstanding the above, if the
performance of the Executive and the Trade Products Division does not
meet the goals
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established by the Board, the Executive acknowledges and agrees that
nothing contained herein shall be deemed to entitle the Executive to a
Performance Bonus.
(c) Grant of Stock Options. The Executive shall be
granted options (the "Options") to purchase 250,000 shares of the $.01
par value common stock of the Company as follows: (i) an option for
50,000 shares at $5.00 per share; (ii) an option for 100,000 shares at
$10.00 per share; and (iii) an option for 100,000 shares at $15.00 per
share. Such Options shall be granted under and in accordance with the
Company's 1994 Performance Stock Option Plan.
(d) Tax Withholding. The Company shall provide for the
withholding of any taxes required to be withheld by federal, state and
local law with respect to any payment in cash, shares of capital stock
or other property made by or on behalf of the Company to or for the
benefit of the Executive under this Agreement or otherwise. The
Company may, at its option: (i) withhold such taxes from any cash
payments owing from the Company to the Executive, including any
payments owing under any other provision of this Agreement, (ii)
require the Executive to pay to the Company in cash such amount as may
be required to satisfy such withholding obligations or (iii) make
other satisfactory arrangements with the Executive to satisfy such
withholding obligations.
4. BENEFITS. In addition to the Base Salary, the Performance
Bonus, if any, and the Options, the Executive shall also be entitled to the
following:
(a) Participation in Benefit Plans. The Executive shall
be entitled to participate in the various retirement, welfare, fringe
benefit, group long term disability plans and other executive
prerequisite plans, programs and arrangements of the Company available
for senior executive level officers of the Company. The Executive and
his dependents, at the Executive's request, shall be enrolled in the
Company's health, life, disability and other insurance plans and
programs immediately upon his commencement of employment hereunder.
(b) Disability Insurance. The Company shall pay the
premiums on the Executive's existing disability insurance policy.
(c) Vacation and Sick Leave. The Executive shall be
entitled to four weeks of vacation during each calendar year during
which this Agreement is in effect, and to paid holidays given by the
Company to its domestic employees generally, without reduction in
salary or other benefits; provided, however, that Executive may take
in excess of four weeks vacation with the prior approval of the Chief
Executive Officer, which approval shall not be unreasonably withheld,
if it will not hinder the performance by Executive of his services
under this Agreement or the operation of the Trade Products Division.
The Executive shall also be entitled to sick leave according to the
sick leave policy which the Company may adopt from time to time.
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(d) Automobile. During the Term, the Company shall pay
or reimburse the Executive for all maintenance, repairs, insurance,
fuel (up to $100.00 per month) and other costs associated with the use
of an automobile designated by the Executive from time to time in
accordance with the Company's policies in effect from time to time.
(e) Expenses. The Company shall reimburse the Executive,
upon proper accounting, for reasonable business expenses and
disbursements incurred by him in the course of the performance of his
duties under this Agreement and in accordance with the Company's
expense authorization and approval procedures in effect from time to
time.
(f) Proration of Benefits. Any payments or benefits
hereunder, in any year during which the Executive is employed by the
Company for less than the entire year shall, unless otherwise provided
in the applicable plan or arrangement, be prorated in accordance with
the number of days in such year during which the Executive is employed
by the Company.
5. REPRESENTATIONS AND WARRANTIES OF THE EXECUTIVE. The
Executive hereby represents and warrants to the Company that (i) the
Executive's execution and delivery of this Agreement and his performance of his
duties and obligations hereunder will not conflict with, or cause a default
under, or give any party a right to damages under, or to terminate, any other
agreement to which the Executive is a party or by which he is bound, and (ii)
there are no agreements or understandings that would make unlawful the
Executive's execution or delivery of this Agreement or his employment
hereunder.
6. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
hereby represents and warrants to the Executive as follows:
(a) The Company is duly organized and established as a
corporation under the laws of the State of Delaware and has all
requisite power and authority to enter into this Agreement and to
perform its obligations hereunder. The consummation of the
transactions contemplated by this Agreement will neither violate nor
be in conflict with any agreement or instrument to which the Company
is a party or by which it is bound.
(b) The execution, delivery and performance of this
Agreement and the transactions contemplated hereby have been duly and
validly authorized by all requisite corporate action on the part of
the Company and are valid, legal and binding obligations of the
Company, enforceable in accordance with their terms except as may be
limited by the laws of general application relating to bankruptcy,
insolvency, moratorium or other similar laws relating to or affecting
the enforcement of creditors' rights, and rules of law governing
specific performance, injunctive relief or other equitable remedies.
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7. TERMINATION.
(a) Cause. The Company may terminate the Executive's
employment at any time for Cause (as defined herein). For purposes
of this Agreement, "Cause" means:
(i) the Executive commits a breach of any
material term of this Agreement and such breach constitutes
gross negligence or wilful misconduct and, if such breach is
capable of being cured, the Executive fails to cure such
breach within 30 days of notice of such breach;
(ii) the Executive is convicted of, or pleads
guilty or nolo contendere to a felony or a crime involving
moral turpitude;
(iii) the Executive's commission of any intentional
act in violation of any applicable law or regulation where the
Company has a reasonable belief that such act shall be the
primary cause for a license of the Company or its subsidiaries
or affiliates to be revoked, suspended or not be renewed after
proper application, and such revocation, suspension or
non-renewal is likely to cause either (a) additional licenses
of the Company, its subsidiaries or affiliates to be
suspended, revoked or not be renewed after proper application,
or (b) a material adverse change in the operations of the
Company or the Trade Products Division;
(iv) habitual intoxication;
(v) habitual illegal drug use or drug addiction;
(vi) gross insubordination, gross negligence or
willful and knowing violation of any material rule or
regulation that may be established by the Company from
time-to-time for the conduct of the Company's business;
(vii) misappropriation of corporate funds or other
acts of dishonesty.
(b) Death. This Agreement shall terminate automatically
upon the Executive's death.
(c) Disability. This Agreement shall terminate
automatically upon the Executive's Disability. The term "Disability"
as used in connection with termination of the employment of the
Executive shall mean the inability of the Executive to substantially
perform his material duties hereunder due to physical or mental
disablement which continues for a period of six (6) consecutive
months, during the term of employment (during which six (6) month
period the Executive's salary and benefits shall continue) as
determined by an independent qualified physician mutually acceptable
to the Company and the Executive (or his personal representative).
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(d) Without Cause. The Company may, at its option,
terminate the Executive's employment without Cause at any time upon
written notice to the Executive.
(e) Date of Termination. For purposes of this Agreement,
the term "Date of Termination" shall mean the date that any party
gives notice, through action or otherwise, that it intends to
terminate this Agreement pursuant to the terms hereof or the date, if
any, specified by the terminating party in such notice as the
effective date of termination.
8. OBLIGATIONS OF THE COMPANY UPON TERMINATION.
(a) Cause; Disability. If the Executive's employment
shall be terminated by the Company for "Cause" or by reason of
Disability, the Company shall continue to pay the Executive his Base
Salary through the Date of Termination at the rate in effect upon the
Date of Termination. Thereafter, the Company shall have no further
obligation to the Executive. Notwithstanding the above, in the event
of Disability, the Executive shall be entitled to participate in and
be covered by the Company's group health plan until the Executive is
able to obtain health insurance on substantially the same terms and
conditions as provided in the Company's group health plan; provided,
however, that if the Company's group health plan does not allow the
Executive and his dependents to continue coverage, then the Company
and the Executive agree to negotiate a mutually satisfactory
alternative to provide the Executive with the benefits intended by
this Section 8(a).
(b) Death. If the Executive's employment is terminated
by reason of the Executive's death, the Company shall pay to the
Executive's heirs or estate, the Base Salary at the rate in effect on
the day preceding death through the date of his death.
(c) Without Cause. If the Executive's employment is
terminated without Cause, the Company shall pay to the Executive the
greater of the following: (1) the Company shall continue to pay the
Executive in accordance with the Company's normal payroll payment
procedures his Base Salary at the rates provided in Section 3(a)
through the end of the Term; or (2) the Company shall pay the
Executive in accordance with the Company's normal payroll payment
procedures at the rate in effect at the Date of Termination for a
period of one year from the Date of Termination; provided, however,
that subject to the provisions of Section 9, the Company's obligation
to pay the Executive pursuant to this Section 8(c) shall automatically
terminate upon a breach by the Executive of the provisions of Section
9.
9. NONCOMPETITION.
(a) The Executive acknowledges and recognizes the highly
competitive nature of the business of the Company and its affiliates
and the Executive accordingly covenants and agrees, that at all times
for a period of twenty-four (24) consecutive months
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subsequent to the end of the Term (regardless of any prior termination
of the Agreement for any reason except that, upon termination for
"Cause" for 24 months from the Date of Termination only) as follows:
(i) The Executive will not directly or indirectly
own, manage, operate, finance, join, control or participate in
the ownership, management, organization, financing or control
of, or be connected as an officer, director, employee,
partner, principal, agent, representative, consultant or
otherwise with any business or enterprise engaged in a
business the same as or similar to the business of the Company
except as a holder of fewer than 5% of the outstanding shares
or other equity interests of a company whose shares or other
equity interests are registered under the Securities Exchange
Act of 1934, provided, however, that the restrictions in this
subparagraph shall not apply with respect to Executive's
ownership of an interest in a company that is engaged in the
business of real estate development or the building and
development of mini-storage units or bicycle related products.
(ii) The Executive will not (a) directly or
indirectly induce any employee of the Company or any of its
affiliates to engage in any activity in which the Executive is
prohibited from engaging by this Section 9 or to terminate his
employment with the Company or any of its affiliates or (b)
directly or indirectly employ or offer employment to any
person who was employed by the Company or any of its
affiliates unless such person shall have been terminated
without cause or ceased to be employed by any such entity for
a period of at least twelve months.
(iii) The Executive will not use or permit his name
to be used in connection with any business or enterprise
engaged in the business the same as or similar to Company or
its affiliates (or any other business engaged in by Company or
any of its affiliates).
(iv) The Executive will not use the name of the
Company or any name similar thereto, but nothing in this
clause shall be deemed, by implication, to authorize or permit
use of such name after expiration of such period.
(v) The Executive will not (a) use or disclose
any customer lists or any part thereof to any person, firm,
corporation, association or other entity for any reason or
purpose whatsoever; (b) assist in obtaining any of the
Company's customers for any other similar business; (c)
encourage any customer to terminate, change or modify its
relationship with the Company; or (d) solicit or divert or
attempt to solicit or divert the Company's customers.
(vi) The Company shall have the right, subject to
applicable law, to inform any other third party that the
Company reasonably believes to be, or to
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be contemplating participating with Executive or receiving
from the Executive in violation of this Agreement and of the
rights of the Company hereunder, that participation by any
such third party with the Executive in activities in violation
of this Section 9 may give rise to claims by the Company
against such third party.
(vii) The Executive will not make any public
statement, make any unprovoked statements to regulatory
agencies, nor take any such actions where the primary purpose
of such public statement, unprovoked statement or action is
intended to (a) impair the goodwill or the business reputation
of the Company or any of its affiliates or (b) benefit a
competitor of the Company or to be otherwise detrimental to
the material interests of the Company.
The primary purpose of this Section 9 is the Company's legitimate
interest in protecting its economic welfare and business goodwill. The Company
and the Executive further agree that this covenant shall in no way be construed
as a mere limitation on competition nor shall it be construed as a restraint on
the Executive's right to engage in a common calling.
It is expressly understood and agreed that although the Executive and
the Company consider the restrictions contained in this Section 9 to be
reasonable, if a final judicial determination is made by a court of competent
jurisdiction that the time or territory or any other restriction contained in
this Agreement is an unenforceable restriction against the Executive, the
provisions of this Agreement shall not be rendered void but shall be deemed
amended to apply as to such maximum time and territory and to such maximum
extent as such court may judicially determine or indicate to be enforceable.
Alternatively, if any court of competent jurisdiction finds that any
restriction contained in this Agreement is unenforceable, and such restriction
cannot be amended so as to make it enforceable, such finding shall not affect
the enforceability of any of the other restrictions contained herein.
The failure of the Executive to abide by the provisions of this
Section 9 shall be deemed a material breach of this Agreement and, if
applicable, shall also cause any payments being made by the Company to
Executive pursuant to Section 8(c) to immediately terminate. In the latter
event, the Company shall give notice to Executive stating that (i) Executive
has breached Section 9, and detailing the nature of such breach, and (ii) the
Company is terminating all payments due to Executive, if any, (the date of such
notice is referred to herein as the "Notification Date"). Upon written notice
from the Executive, received by the Company within five (5) days of the
Notification Date, of his intention to commence arbitration pursuant to Section
20 concerning such breach, then retroactive to the Notification Date, the
Company will pay all amounts due to Executive pursuant to Section 8(c), if any,
into an escrow account to be established at the Company's primary bank until
such time as a decision in the arbitration is made; provided, however, that in
the event Executive fails to initiate arbitration proceedings within thirty
(30) days after the Notification Date, the money placed in escrow shall be
immediately returned to the Company. Nothing herein shall be construed as
limiting or
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prohibiting the Company from pursuing any other remedies at law or in equity
which it may have.
10. PROPRIETARY INFORMATION. Through the second anniversary of
the Date of Termination, the Executive shall not use for his personal benefit,
or disclose, communicate or divulge to, or use for the direct or indirect
benefit of any person, firm, association or company other than the Company, any
Proprietary Information. "Proprietary Information" means information relating
to the properties, prospects, products, services, customers or operations of
the Company or any direct or indirect affiliate thereof that is not generally
known, is proprietary to the Company or such affiliate and is made known to the
Executive or learned or acquired by the Executive while in the employ of the
Company, including, without limitation, information concerning trade secrets of
the Company, or any of the Company's affiliates and any improvements relating
to the products of the Company in accounting, marketing, selling, leasing,
financing and other business methods and techniques. However, Proprietary
Information shall not include either (i) at the time of disclosure to the
Executive such information that was in the public domain or later entered the
public domain other than as a result of a breach of an obligation herein; or
(ii) subsequent to disclosure to the Executive, the Executive received such
information from a third party under no obligation to maintain such information
in confidence, and the third party came into possession of such information
other than as a result of a breach of an obligation herein.
11. OWNERSHIP OF PROPRIETARY INFORMATION. The Executive agrees
that all Proprietary Information shall be the sole property of the Company and
its assigns, and the Company and its assigns shall be the sole owner of all
licenses and other rights in connection with such Proprietary Information. At
all times, until the second anniversary of the Date of Termination, the
Executive will keep in the strictest confidence and trust all Proprietary
Information and will not use or disclose such Proprietary Information, or
anything relating to such information, without the prior written consent of the
Company, except as may be necessary in the ordinary course of performing his
duties under this Agreement.
12. DOCUMENTS AND OTHER PROPERTY. All materials or articles of
information of any kind furnished to the Executive in the course of his
employment hereunder are and shall remain the sole property of the Company; and
if the Company requests the return of such information at any time during, upon
or after the termination of the Executive's employment hereunder, the Executive
shall immediately deliver the same to the Company. The Executive will not,
without the prior written consent of the Company, retain any documents, data or
property, or any reproduction thereof of any description, belonging to the
Company or pertaining to any Proprietary Information.
13. THIRD-PARTY INFORMATION. The Company from time to time
receives from third parties confidential or proprietary information subject to
a duty on the Company's part to maintain the confidentiality of such
information and to use it only for certain limited purposes ("Third-Party
Information"). At all times, the Executive will hold Third-Party Information
in
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the strictest confidence and will not disclose or use Third-Party Information
except as permitted by the agreement between the Company and such third party.
14. INTELLECTUAL PROPERTY. Any and all products of the same type
as those or competitive with those sold by the Company ("Products") made,
developed or created by the Executive (whether at the request or suggestion of
the Company or otherwise, whether alone or in conjunction with others, and
whether during regular hours of work or otherwise) either (i) during the period
of this Agreement, or (ii) within a period of two years after the Date of
Termination, shall be promptly and fully disclosed by the Executive to the
Board and, if such intellectual property was made, developed or created other
than pursuant to the Executive's employment hereunder, the Executive shall
grant the Company a perpetual, royalty free license to such intellectual
property, and if such intellectual property was made, developed or created
pursuant to the Executive's employment hereunder, such intellectual property
shall be the Company's exclusive property as against the Executive, and the
Executive shall promptly deliver to an appropriate representative of the
Company as designated by the Board all papers, drawings, models, data and other
material relating to any invention made, developed or created by him as
aforesaid. The Executive shall, at the request of the Company and without any
payment therefor, execute any documents necessary or advisable in the opinion
of the Company's counsel to direct issuance of patents or copyrights to the
Company with respect to such Products as are to be the Company's exclusive
property as against the Executive or to vest in the Company title to such
Products as against the Executive. The expense of securing any such patent or
copyright shall be borne by the Company. Notwithstanding the above, this
Section 14 shall not apply to a Product for which no equipment, supplies,
facility, or trade secret information of the Company was used and which was
developed entirely on the Executive's own time, unless (a) the Product relates
(i) directly to the business of the Company, or (ii) to the Executive's actual
or demonstrably anticipated research or development, or (b) the Product results
from any work performed by the Executive for the Company.
15. EQUITABLE RELIEF. The Executive acknowledges that, in view of
the nature of the business in which the Company is engaged, the restrictions
contained in Sections 9 through 14, inclusive (the "Restrictions") are
reasonable and necessary in order to protect the legitimate interests of the
Company, and that any violation thereof would result in irreparable injuries to
the Company, and the Executive therefore further acknowledges that, if the
Executive violates, or threatens to violate, any of the Restrictions, the
Company shall be entitled to obtain from any court of competent jurisdiction,
without the posting of any bond or other security, preliminary and permanent
injunctive relief as well as damages and an equitable accounting of all
earnings, profits and other benefits arising from such violation, which rights
shall be cumulative and in addition to any other rights or remedies in law or
equity to which the Company may be entitled.
16. NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if delivered by hand or mailed within the continental United States
by first-class certified mail, return receipt requested, postage prepaid,
addressed as follows:
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(a) if to the Board or the Company, to:
Stuart Entertainment, Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, Xxxx 00000
Attention: President
(b) if to the Executive, to:
Xxxxxx X. Xxxx
Such addresses may be changed by written notice sent to the other party at the
last recorded address of that party.
17. NO ASSIGNMENT. Except as otherwise expressly provided herein,
this Agreement is not assignable by any party and no payment to be made
hereunder shall be subject to anticipation, alienation, sale, transfer,
assignment, pledge, encumbrance or other charge.
18. EXECUTION IN COUNTERPARTS. This Agreement may be executed by
the parties hereto in two or more counterparts, each of which shall be deemed
to be an original, but all such counterparts shall constitute one and the same
instrument, and all signatures need not appear on any one counterpart.
19. GOVERNING LAW. This Agreement shall be construed and
interpreted in accordance with and governed by the laws of the State of
Washington, other than the conflict of laws provisions of such laws.
20. ARBITRATION OF ALL DISPUTES. Any controversy or claim arising
out of or relating to this Agreement or the breach thereof (including the
arbitrability of any controversy or claim), shall be settled by arbitration in
the City of Seattle, Washington. The arbitration shall be conducted in
accordance with the rules of the American Arbitration Association. The
arbitration shall be presided over by three arbitrators who shall be selected
in accordance with the labor arbitration rules of the American Arbitration
Association. The cost of any arbitration proceeding hereunder shall be borne
equally by the Company and the Executive, subject to the arbitrators awarding
such costs otherwise. The award of the arbitrators shall be binding upon the
parties. Except where expressly authorized by statute, a party shall only be
entitled to be awarded damages for actual losses suffered by the injured party
plus reasonable costs (including reasonable attorney's fees). Judgment upon
the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof.
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21. SEVERABILITY. If any provision of this Agreement shall be
adjudged by any court of competent jurisdiction to be invalid or unenforceable
for any reason, such judgment shall not affect, impair or invalidate the
remainder of this Agreement.
22. ENTIRE AGREEMENT. This Agreement embodies the entire
agreement of the parties hereof, and supersedes all other oral or written
agreements or understandings between them regarding the subject matter hereof.
No change, alteration or modification hereof may be made except in a writing,
signed by each of the parties hereto.
23. HEADINGS DESCRIPTIVE. The headings of the several sections of
this Agreement are inserted for convenience only and shall not in any way
affect the meaning or construction of any of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Agreement as of the day and year first above written.
STUART ENTERTAINMENT, INC.
By /S/ XXXXXX X. XXXXXX
-----------------------------------------
Xxxxxx X. Xxxxxx, Vice Chairman and
Chief Executive Officer
EXECUTIVE
By /S/ XXXXXX X. XXXX
-----------------------------------------
Xxxxxx X. Xxxx
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