EXHIBIT 10.7
MERCURY WASTE SOLUTIONS, INC.
SHAREHOLDER AGREEMENT
This Agreement (the "Agreement"), effective as of January 4, 1996, is
entered into by and among XXXX X. XXXXXXX ("Xxxxxxx"), having an address at c/o
Bankers American Capital Corporation, 000 Xxxxx Xxxxxxxxxx Xxxxx, Xxxxxxx,
Xxxxxxxxx 00000, and XXXX XXXXXX ("Xxxxxx"), having an address at X.X. Xxx
000000, Xxxxxxxxx, XX 00000 (each of the shareholders is sometimes individually
referred to as a "Shareholder" and the Shareholders are sometimes collectively
referred to as the "Shareholders"), and MERCURY WASTE SOLUTIONS, INC., a
Minnesota corporation (the "Corporation").
WHEREAS, the Shareholders constitute all of the shareholders of the
Corporation, and Xxxxxxx owns 68 shares of the common stock of the Corporation
and Xxxxxx owns 32 shares of the common stock of the Corporation (the
Corporation's common stock, 1(cent) par value, is hereinafter referred to as the
"Shares");
WHEREAS, the Shareholders and the Corporation believe it to be in their
best interest to provide for restrictions on transfers of shares and for certain
call rights to provide for the purchase of Shares held by Xxxxxx upon the
occurrence of certain events, and to provide for certain inclusion rights for
the benefit of Xxxxxx in the event that Xxxxxxx sells his Shares to a third
party;
WHEREAS, the Board of Directors of the Corporation has unanimously
adopted a resolution approving this Agreement, determining that it is in the
best interests of the Corporation and authorizing appropriate corporate officers
to execute this Agreement and to do all acts and things necessary or advisable
to carry out its terms.
NOW, THEREFORE, in consideration of the mutual covenants and agreement
hereinafter set forth and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Shareholders agree with each
other as follows:
1. RESTRICTION ON TRANSFERS/SUBCHAPTER S STATUS. Except as otherwise
provided in this Agreement, a Shareholder may not in any manner transfer, sell,
assign, hypothecate, mortgage, pledge or otherwise dispose of or encumber any of
his Shares. No Shareholder shall transfer any Shares or engage in any
transaction, voluntarily or involuntarily, that would cause the Corporation to
lose its status as an S Corporation under the Internal Revenue Code of 1986, as
amended. The Corporation shall not transfer on its books any Shares or issue any
certificates on account or in lieu thereof unless the terms and conditions of
this Agreement have been complied with. Any purported Transfer in violation of
this Agreement shall be invalid and shall vest no right, title, or interest in
the transferee vis-a-vis the Corporation, and the Corporation shall not be
required to recognize such transferee as a Shareholder.
2. LEGEND. All certificates evidencing Shares of the Corporation now
owned by the Shareholders or hereafter issued to them or to any subsequent
transferee of Shares once owned by them shall bear the following legend, but the
absence of this legend on any certificate shall not make this Agreement
unenforceable:
"Any sale, assignment, transfer, pledge or other disposition
of the shares evidenced by this Certificate, whether
voluntary or involuntary, is subject to the terms of a
Shareholder Agreement dated January 4, 1996, a copy of which
is on file in the executive offices of this Corporation."
3. RIGHTS OF INCLUSION. If Xxxxxxx desires to sell or otherwise dispose
of his Shares during his lifetime, he shall not be subject to the restrictions
of Section 1 hereof, provided, however, that he must give thirty (30) days
notice (the "Seller's Notice") to Xxxxxx or any other Shareholder (collectively
referred to as the "Minority Shareholders") of his intention to so sell. The
Minority Shareholders are hereby granted the right and option to have their
respective Shares included, on a pro rata basis, in any sale or disposition of
Shares by Xxxxxxx upon the same terms and conditions as Xxxxxxx. Xxxxxxx
covenants and agrees to notify any and all proposed transferees and purchasers
of the option granted to the Minority Shareholders hereby at the time such offer
to purchase is being discussed and negotiated. Each of the Minority Shareholders
shall have period of ten (10) days after receipt of the Seller's Notice during
which to deliver written notice to Xxxxxxx of his election to exercise his
option hereunder. In the event a Minority Shareholder fails to so notify Xxxxxxx
within said ten day period, Xxxxxxx shall have no obligation to include in such
sale or disposition the Shares of such Minority Shareholder. This Section 3
shall not apply to: (i) the transfer of Shares by Xxxxxxx to Xxxx Xxxxxxxxx, or
to members of Xxxxxxx'x immediate family (defined for the purposes hereof as
Xxxxxxx'x spouse, parents, children, natural or adopted, grandchildren, or
siblings) or a trust or trusts with said persons as beneficiary or beneficiaries
for estate planning purposes, or a charitable trust formed by a Shareholder with
a nonprofit or section 503 corporation as the beneficiary provided that any such
transferee shall become bound by the provisions of this Agreement with respect
to such transferred Shares, or (ii) any Transfer to an entity controlled by
Xxxxxxx.
4. PRE-EMPTIVE RIGHTS. During the term of this Agreement, the
Corporation grants the contractual pre-emptive rights to Xxxxxxx and Xxxxxx as
provided in this Agreement. If the Corporation intends to issue additional
Shares, or shares of capital stock of another class, for cash consideration, the
Corporation agrees to offer to sell to Xxxxxxx and Xxxxxx on a pro rata basis
(determined as hereinafter specified), additional Shares, or shares of such
additional class, on the same terms and conditions as the Corporation offers to
a third party. The pre-emptive rights granted hereunder shall not apply to
additional Shares or to any other class of stock issued in connection with any
merger, consolidation, reorganization, stock for stock exchange, substantial
investment by an unrelated private third party, registration of the
Corporation's shares as described in Section 10(e) hereof, or other similar
transaction. The Corporation may establish from time to time certain procedures
applicable to the Shareholders which relate to the exercise of the pre-emptive
rights provided hereunder. If the Corporation issues additional Shares to which
the Shareholders are entitled to subscribe hereunder, the pro rata determination
will be based on the percentage of outstanding Shares then held by each
Shareholder. If the Corporation issues one or more additional classes of capital
stock, the pro rata determination for the first such issuance shall be based on
the percentage of outstanding Shares then held by each Shareholder, and
thereafter additional issuances of shares of such new class will be determined
in proportion of the shares of such new class then held by the Shareholders. It
is anticipated that the Corporation may offer stock options and issue shares of
capital stock to certain key management employees not to exceed ten percent
(10%) of the total capitalization, and Xxxxxxx and Xxxxxx agree that upon the
issuance of such shares or stock options the preemptive rights set forth in this
Section 4 shall not apply.
5. CORPORATION'S CALL RIGHTS. At any time after January 4, 2001,
Corporation shall have the right but not the obligation, to call any or all of
the Shares held by Xxxxxx and require Xxxxxx to sell to Corporation or Xxxxxxx
such Shares (the "Call Right"). The Corporation shall give Xxxxxx ten days
written notice of its intent to exercise the Call Right. The Shares shall be
purchased at the Purchase Price and on the terms as set forth in Sections 8 and
9 hereof. If the Corporation is unable to perform its obligations under the Call
Rights, the Corporation may assign its rights and obligations with respect to
the Call Rights to Xxxxxxx who may exercise such rights and perform such
obligations of the Corporation with respect to the Call Rights.
6. CALL RIGHT UPON OCCURRENCE OF CERTAIN EVENTS.
6.1 TRIGGERING EVENTS. Upon the occurrence of any of the
Triggering Events (defined below), the Corporation shall have the
right, but not the obligation, to call any or all of the Shares held by
Xxxxxx, and require Xxxxxx, or the executor or administrator of
Xxxxxx'x estate, as the case may be, to sell to Corporation such Shares
(the "Termination Call Right"). The Corporation shall give Xxxxxx ten
days written notice of its intent to exercise the Termination Call
Right. Failure to give such ten days notice shall be deemed an election
not to exercise the Termination Call Right. The Shares shall be
purchased at the Purchase Price and on the terms as set forth in
Sections 8 and 9 hereof. If the Corporation is unable to perform its
obligations under the Termination Call Rights, the Corporation may
assign its rights and obligations with respect to the Termination Call
Rights to Xxxxxxx who may exercise such rights and perform such
obligations of the Corporation with respect to the Termination Call
Rights. For purposes of this Agreement, Triggering Events shall mean
any of the following:
(a) Corporation terminates Xxxxxx'x employment with the
Corporation;
(b) Xxxxxx resigns as an employee and/or officer of the
Corporation;
(c) the disability or incompetency of Xxxxxx, as determined
pursuant to Section 5.1(a)(ii) of that certain Employment
Agreement dated as of January 4, 1996, between Corporation and
Xxxxxx, as amended from time to time, or a similar provision
in any superseding employment agreement between the
Corporation and Xxxxxx;
(d) the marital dissolution or legal separation of Xxxxxx from
his spouse, whereby Xxxxxx is required by judicial decree,
separate maintenance agreement, settlement agreement or
otherwise to Transfer or encumber all or part of Xxxxxx'x
Shares;
(e) Xxxxxx'x Shares, or any portion or interest therein, are
involuntarily sold, transferred, encumbered or otherwise
disposed of, or an involuntary sale, transfer, encumbrance or
disposal is threatened by any third person (including without
limitation Xxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxxx Xxxxxx or
Resource Technology, Inc.), whether by (i) sale upon the
execution or in foreclosure of any pledge, hypothecation, lien
or charge (except a pledge, hypothecation, lien or charge
granted to a Shareholder or the Corporation); (ii) acquisition
of an interest therein by a trustee in bankruptcy or a
receiver; or (iii) any other means (collectively, "Involuntary
Disposition"); or
(f) breach by Xxxxxx of his obligations pursuant to this
Shareholder Agreement.
6.2 DEATH OF XXXXXX. Upon the death of Xxxxxx, the Corporation
shall purchase all of the Shares held by Xxxxxx and shall so direct the
executor or administrator of Xxxxxx'x estate. The Shares shall be
purchased at the Purchase Price and on the terms as set forth in
Sections 8 and 9 hereof. If the Corporation is unable to perform its
obligations under this Section 6.2, the Corporation shall assign its
rights and obligations to Xxxxxxx who may exercise such rights and
perform such obligations of the Corporation with respect hereto.
7. CLOSING. At any closing of the sale of Xxxxxx'x Shares ("Closing")
pursuant to this Agreement, Xxxxxx or his legal representative shall represent
and warrant to each purchaser that the purchaser shall receive good and
marketable title to the Shares being purchased and that such Shares are free
from all liens, encumbrances or interests of third parties at the time of
closing.
8. DETERMINATION OF PURCHASE PRICE. Shares to be purchased by the
Corporation or Xxxxxxx pursuant to any of the provisions set forth in this
Agreement will be purchased at their fair market value (the "Purchase Price")
(subject to reduction under Section 13.3(a) hereof), such value to be determined
by an appraiser preselected by the parties involved. If the parties cannot
unanimously agree on an appraiser, Xxxxxx or the personal representative of
Xxxxxx'x estate or his legal representative shall nominate an appraiser and the
Corporation or Xxxxxxx, whichever is purchasing the Shares, shall nominate an
appraiser. The appraisal shall be determined by the single, agreed-upon
appraiser or, if two appraisers, shall be the average of the appraisals of the
two appraisers. The appraisal is to be determined on a per share basis.
9. PAYMENT OF PURCHASE PRICE. The Corporation, or Xxxxxxx, as the case
may be, (a "Purchaser") shall pay to Xxxxxx the Purchase Price in cash at the
time of the Closing, or at Purchaser's sole option, by delivering a promissory
note payable to Xxxxxx in the principal amount of the Purchase Price (the
"Note"), which Note shall bear interest at a fixed rate equal to ten percent
(10%) per annum, and shall be payable as follows: (i) if the Closing occurs
before January 1, 1999 no payments shall be made on the Note until after January
1, 1999 in accordance with clause (ii) below, provided, however, that the Note
shall accrue interest from the date of the Closing, and (ii) from and after
January 1, 1999, if the Purchase Price is $500,000 or less, the Note shall be
fully amortized and payable over a three year term, and if the Purchase Price is
greater than $500,000, the Note shall be fully amortized and payable over a five
year term. The Shares purchased by the Corporation, or Xxxxxxx, as the case may
be, shall be pledged to Xxxxxx or the personal representative of Xxxxxx'x
estate, to secure the Corporation's, or Xxxxxxx'x, obligations under the Note.
10. TERM OF AGREEMENT. This Agreement, and all provisions herein
including without limitation the preemptive rights set forth in Section 4
hereof, shall terminate upon the happening of any of the following events:
(a) at such time as there is only one Shareholder of the
Corporation;
(b) entry of an order for relief with respect to the
Corporation under the Federal Bankruptcy Code, the execution by the
Corporation of any assignment for the benefit of creditors or the
appointment of a receiver of the Corporation.
(c) the dissolution or liquidation of the Corporation; or
(d) the written agreement of the Shareholders; or
(e) if the Corporation registers a class of equity securities
pursuant to Section 12, or becomes subject to Section 15(d), of the
Securities Exchange Act of 1934; or
(f) twenty years after the death of the last of the original
Shareholders (or permitted transferee under Section 3 hereof) named
herein.
11. INABILITY TO PURCHASE SHARES. If the Corporation is unable to
purchase the Shares pursuant to this Agreement because of a determination that
the Corporation will be unable to pay its debts in the ordinary course of
business as a consequence of the purchase of the Shares, Xxxxxxx shall have the
right, but not the obligation, to purchase the Shares on the same terms and
conditions as would otherwise apply to a purchase of such Shares by the
Corporation.
12. INSURANCE. The Corporation and/or Xxxxxxx may insure the life of
Xxxxxx for an amount designated from time to time by the Board of Directors or
as determined by Xxxxxxx if purchasing such insurance, as applicable. The
Corporation and/or Xxxxxxx, as applicable, shall have the right to obtain,
change, modify, terminate, reduce or increase insurance coverage on the life of
Xxxxxx whenever, in the opinion of the Board of Directors or Xxxxxxx, as
applicable, such action may be appropriate to carry out its or his obligations
under this Agreement. If the amount of insurance carried by the Corporation or
Xxxxxxx on the life of Xxxxxx at the time of his death exceeds the total
Purchase Price for the Xxxxxx'x Shares to be purchased, the balance of such
insurance proceeds shall continue to be the property of the Corporation or
Xxxxxxx, as applicable.
13. SHAREHOLDER COVENANTS.
13.1 RESTRICTION ON SOLICITING BUSINESS AND EMPLOYEES OF
COMPANY. Xxxxxx covenants and agrees that while he is a Shareholder and
for a period of five (5) years immediately thereafter, he will not (i)
except as it may be required in the course of his employment with the
Corporation, either directly or indirectly, call on, solicit or take
away, or attempt to call on, solicit or take away any existing or
prospective customer, vendor, client or account of the Corporation, or
cause such customer, client, vendor or account to divert, terminate or
limit or in any manner modify or fail to enter into any actual or
potential business relationship with the Corporation; or (ii) with
respect to any individual who is at such time, or who was at anytime
within the twelve (12) month period immediately prior to such time, in
the employ of the Corporation, either directly or indirectly employ or
attempt to employ, assist anyone else to employ or solicit, induce or
otherwise attempt to cause such individual to leave the employment of
the Corporation. The parties hereby intend and agree that this Section
13.1 shall be in addition to, and shall be read consistently with any
other non-compete provisions between the Corporation and Xxxxxx. For
purposes of this Agreement, the term "prospective" client, customer,
vendor or account and "potential" business shall include any customer,
client, vendor, account or business being actively pursued by the
Corporation and/or Xxxxxxx by means of a written or oral proposal or
other ongoing discussions or negotiations which have a reasonable
opportunity for success. Notwithstanding the foregoing, Corporation
agrees that if Corporation reconveys to U.S. Environmental, Inc.
("USE") the distribution rights to sell the Model 2000 Equipment,
Xxxxxx shall not be subject to the noncompete provisions of this
Section 13.1 solely with respect to sales of such Model 2000 Equipment.
In addition, the provisions of this Section 13.1 shall become null and
void, and Xxxxxx shall have no further obligation to Corporation under
this Section 13.1 upon the occurrence of any of the following events:
(a) the failure of Corporation to pay when due (to the extent
not subject to offset) sums owing to USE under the terms of
that certain Promissory Note dated as of January 4, 1996 in
the principal amount of $448,256.60 made payable by
Corporation to the order of USE, as amended from time to time
(the "Asset Purchase Note"), or under the terms of that
certain Distribution Rights Xxxx of Sale Agreement dated as of
January 4, 1996 by and between USE and Corporation, as amended
from time to time (the "Distribution Rights Agreement") and
the Distribution Note(s) issued pursuant to the Distribution
Rights Agreement; or
(b) the Board of Directors of Corporation has determined it is
in the Corporation's best interest to request an advance under
the terms of that certain Revolving Credit Promissory Note
dated as of January 4, 1996 in the face principal amount of
$2,000,000 made payable by Corporation to the order of
Xxxxxxx, or his assigns, as amended from time to time (the
"Revolving Note") to fund working capital and expansion needs
of Corporation prior to the Determination (as defined in the
Revolving Note), and Xxxxxxx arbitrarily and unreasonably
refuses to make the requested advance to Corporation, and no
Event of Default (as defined in the Revolving Note) is
existing at the time of the requested advance.
13.2 PROPRIETARY AND CONFIDENTIAL INFORMATION. Xxxxxx
acknowledges that during the course of his ownership of Shares and his
employment with the Corporation, he may receive or have access to and
become familiar with the proprietary and confidential information of
the Corporation constituting trade secrets, which consist of technical
information and expertise, client and principal lists and records and
compilations of information, records and specifications, which are
owned by the Corporation and which are regularly used in the business
of the Corporation. Xxxxxx covenants that he will not disclose any of
the aforesaid proprietary information, directly or indirectly, or use
it in any way except as required in the course of his employment with
the Corporation. Xxxxxx acknowledges, covenants and agrees that all
trade secrets, files, records, documents, drawings, specifications,
technical information and similar items related to the business of the
Corporation, whether prepared by Xxxxxx or otherwise coming into his
possession, is and shall remain the exclusive property of the
Corporation. Xxxxxx further agrees that upon termination of his
employment with the Corporation, Xxxxxx shall leave with or return to
the Corporation, all of its property, including everything that
contains any confidential and proprietary information or trade secrets
of the Corporation. This covenant shall be an addition to, and shall be
read consistently with any other similar provision between Corporation
and Xxxxxx.
13.3 REMEDIES FOR BREACH. In the event of a breach of any
covenant set forth in this Section 13 resulting in damages to the
Corporation or the other Shareholders, the non-breaching Shareholders
or the Corporation may recover from Xxxxxx any and all damages that may
be sustained. In addition, the non-breaching Shareholders or the
Corporation may seek the following remedies to a breach:
(a) The Corporation and non-breaching Shareholders shall have
the right to redeem all of Xxxxxx'x Shares at the price determined
under this Agreement; provided, however, that such Purchase Price shall
be reduced by fifty percent (50%); or
(b) The Corporation and the non-breaching Shareholders shall
be entitled to an injunction to prevent Xxxxxx from doing any act which
may be a further breach of this Section 13.
13.4 SURVIVAL OF COVENANTS. Each covenant and agreement herein
made by Xxxxxx shall be construed as an agreement independent of any
other provision of this Agreement, and the existence of any claim or
cause of action of a Shareholder, against the Corporation or any other
Shareholder, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Corporation or any
other Shareholder of such covenant and agreement.
14. SPECIFIC PERFORMANCE. The parties declare that it is impossible to
measure in money the damages which will accrue by reason of failure to perform
any of the obligations under this Agreement. Therefore, if the Corporation or a
Shareholder shall institute any action or proceeding to enforce the provisions
hereof, such party against whom such action or proceeding is brought hereby
waives and agrees not to assert the defense that the plaintiff has an adequate
remedy at law.
15. OFFSET. If, at the time of a purchase of Shares, Xxxxxx is indebted
to the Corporation, or to Xxxxxxx if Xxxxxxx purchases such Shares (the
Corporation or Xxxxxxx is hereinafter referred to as a "Purchasing Party"), the
Purchasing Party shall have the right to offset any such indebtedness against
the Purchase Price in the following manner: the indebtedness (including interest
thereon) due from Xxxxxx shall be applied first to the down payment, if any, to
be paid by the Purchasing Party to Xxxxxx, and next to each successive
installment of principal and interest due under the note, until the full amount
of the indebtedness (including interest thereon) owed to Purchasing Party has
been paid. Any remaining indebtedness owed by Xxxxxx to the Purchasing Party
shall continue to be due and payable to the extent not offset against the
Purchase Price.
16. SECURITIES LAW COMPLIANCE. Any Transfer or other disposition of
Shares shall be made in full compliance with applicable federal and state
securities laws. Any offeree or transferee of Shares under this Agreement shall
provide documentation satisfactory to counsel to the Corporation that such
offeree or transferee is acquiring shares for his own account, for investment
purposes only and not with a view to their resale or distribution.
17. ARBITRATION. Any controversy or claim arising out of or relating to
this Agreement, or the making, performance or interpretation of this Agreement,
shall be settled by an independent third party selected by the unanimous vote of
the Shareholders at each annual meeting of the Shareholders. In the event the
Shareholders have not previously selected or are unable to unanimously agree
upon the individual to act as an arbitrator hereunder, such claim or controversy
shall be settled by arbitration in Minnesota in accordance with the Rules of the
American Arbitration Association then existing, and judgment on the arbitration
award may be entered in any court having jurisdiction over the subject matter of
the controversy.
18. MISCELLANEOUS PROVISIONS.
18.1 ENTIRE AGREEMENT; AMENDMENT. This Agreement is the entire
final Agreement among the parties pertaining to the subject matter of this
Agreement. This Agreement shall not be amended except by a writing signed by all
of the parties hereto.
18.2 WAIVER. No failure or delay by any party in requiring the
performance of any term or provision of this Agreement shall be deemed a waiver
thereof and no waiver by any party of any term or provision hereof shall be
deemed or construed as a further or continuing waiver of any such term or
provision or a waiver of any other term or provisions of this Agreement.
18.3 COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which taken
together shall constitute one and the same agreement.
18.4 GOVERNING LAW. This Agreement shall be construed in
accordance with and governed by the laws of the State of Minnesota. The
undersigned hereby consent to the jurisdiction of the state and federal courts
located in the state of Minnesota in conjunction with any controversy related to
this Agreement and waive any argument that venue in such forums is not
convenient.
18.5 BINDING EFFECTS. This Agreement shall be binding upon and
be enforceable by the Shareholders and their respective heirs, representatives
and assigns.
18.6 NOTICES. All notices, designations, consents, offers,
acceptances or other communication provided for herein shall be given in writing
and delivered personally, by facsimile, by private express courier or by
registered or certified mail, postage prepaid, addressed to the Shareholder, or
the personal representative or legal guardian of a Shareholder, at the address
shown on the records of the Corporation, or in the case of the Corporation, to
the secretary at its principal office. Notice shall be deemed given for all
purposes when delivered personally, when sent by facsimile, when delivered to
the private express courier or when deposited in the United States mail.
18.7 GENDER. As used in this Agreement, the masculine gender
includes the feminine and personal references include, where applicable,
corporate references.
18.8 STOCK SPLITS, ETC. In case the Corporation divides its
outstanding capital stock into a greater number of shares, pays any stock
dividends on, or conversely combines its outstanding capital stock into a
smaller number of shares, the number of shares of capital stock subject to this
Agreement shall be proportionately increased or decreased, as the case may be,
and any dollar amount per share purchase price set forth herein or computed
pursuant hereto shall be adjusted appropriately.
18.9 DISCLAIMER. Nothing in this Agreement shall be
interpreted to constitute the Shareholders as a partnership, association, joint
venture or other organization or business entity, it being the express intention
of the Shareholders merely to provide between themselves arrangements regarding
the Shares.
18.10 SEVERABILITY. It is the intention of the Shareholders
that each and every one of the foregoing terms, provisions and paragraphs is
severable and in the event of invalidity or unenforceability of any such
provision, the remainder of this Agreement shall be enforceable in accordance
with its terms as if said unenforceable provision shall not be included herein.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
day and year first above written.
CORPORATION:
MERCURY WASTE SOLUTIONS, INC., SHAREHOLDERS:
a Minnesota corporation
___________________________________
Xxxx X. Xxxxxxx
By___________________________________
Its________________________________ ___________________________________
Xxxx Xxxxxx
