Exhibit 10.38
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT is made and entered into as of November 20,
1998, between PolyVision Corporation, a New York corporation (the "Company"),
and Xxxxxxx X. Xxxx (the "Executive").
W I T N E S S E T H :
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WHEREAS, pursuant to a Stock Purchase Agreement, dated as of September
1, 1998, as amended (the "Purchase Agreement"), by and among the Company,
Alliance International Group, Inc. (formerly known as AIG Holdings, Inc.)
("AIG") and the stockholders of AIG (including the Executive) (the "Sellers"),
the Company has agreed to purchase, and the Sellers have agreed to sell, all of
the outstanding capital stock of AIG (the "Acquisition");
WHEREAS, the Executive has been employed by AIG and is presently
serving as the Chairman and Chief Executive Officer of AIG;
WHEREAS, the Company recognizes that the Executive possesses an
intimate knowledge of the business and affairs of AIG and, in connection with
the Acquisition, the Company wishes to be assured that it will have the
continued benefit of the services and advice of the Executive and the
Executive's agreement to maintain the confidentiality of certain information and
not to compete with the Company as set forth herein;
WHEREAS, execution of this Agreement is a condition to the obligation
of the Company to effect the Acquisition; and
WHEREAS, the Executive is willing to be employed by the Company and,
coincident with and/or following that employment, is also willing to maintain
information as confidential and to agree not to compete on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, and intending to be
legally bound hereby, but subject to the consummation of the Acquisition under
the Purchase Agreement, the parties hereto agree as follows:
1. EMPLOYMENT. The Company hereby agrees to employ the Executive, and
the Executive hereby agrees to serve the Company, on the terms and conditions
set forth herein.
2. TERM. The Company shall employ the Executive, and the Executive
shall serve the Company during an initial three-year period (including any
extension thereof, the "Term") commencing on the day immediately following the
Closing Date (as such term is defined in the Purchase Agreement) (the
"Commencement Date"). By notice given to the Executive no sooner than 22 months
and no later than 24 months following the Commencement Date, the Company shall
have the right to offer the Executive a three-year extension to the Term of this
Agreement on substantially the same terms and conditions, but in no event at a
less favorable compensation level.
The Executive shall have 60 days following the receipt of such notice to accept
the Company's extension offer. In no event, however, shall the Term of the
Executive's employment hereunder extend beyond the end of the month in which the
Executive's 65th birthday occurs.
3. POSITION AND DUTIES. The Executive shall initially serve as the
President and Chief Operating Officer of the Company with such responsibilities,
duties and authority as are customary for such a position and office and,
provided they are not inconsistent with the foregoing, as may from time to time
be assigned to the Executive by the Company's Board of Directors (the "Board")
and/or the Chief Executive Officer. The Executive shall devote all of his
working time and efforts to the business and affairs of the Company, provided
that the Executive may be involved in charitable and trade association
activities and make passive investments that do not materially detract from the
discharge of his responsibilities hereunder; PROVIDED, HOWEVER, that any such
passive investments shall not be in companies that are competitors of the
Company.
4. DIRECTOR. The Company shall cause the Executive to be nominated for
election to the Board for so long as the Executive remains the Company's
President and/or Chief Executive Officer, if so named.
5. COMPENSATION AND RELATED MATTERS.
(a) SALARY. During the term of the Executive's employment hereunder,
the Company shall pay to the Executive an annual base salary of $240,000 (the
"Base Salary"), such salary to be paid in substantially equal periodic
installments in accordance with the normal payroll practice of the Company. If
and when the Executive assumes the additional title of Chief Executive Officer,
during the Term of this Agreement, the Base Salary shall be increased to
$280,000 for the remainder of the Executive's employment hereunder. The Base
Salary for any partial year will be prorated based upon the number of days
elapsed in such year.
(b) SIGNING BONUS. The Executive shall be paid a signing bonus of
$30,000, which shall be paid in cash, less applicable withholding taxes and
other governmental requirements, within 30 days after the Commencement Date.
(c) DISCRETIONARY BONUS. The Executive will be eligible to receive
an annual bonus within 90 days after the end of each fiscal year of the Company
equal to up to 45% of the Base Salary, with the actual amount of such annual
bonus to be determined by the Board, and with such determination to be based
upon the Company's and the Executive's achievement of budgetary and other
objectives, as set by the Board and the Chief Executive Officer, and upon their
discretionary evaluation of the Executive's performance.
(d) EXPENSES. During the term of the Executive's employment
hereunder, the Executive shall be entitled to receive prompt reimbursement for
all reasonable and customary expenses incurred by the Executive in performing
services hereunder, including, but not limited to, all expenses of travel and
associated living expenses while away from home when such travel is at the
request and in the service of the Company.
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(e) CAR ALLOWANCE. During the term of the Executive's employment
hereunder, the Executive will be eligible to receive a monthly car allowance
equal to a net after-tax amount of $800 per month.
(f) STOCK OPTIONS.
(i) The Executive shall be entitled to receive stock options
(the "Stock Options") to purchase 250,000 shares of Common Stock, par value
$.001 per share, of the Company at an exercise price equal to $1.50 per share,
vesting in four equal installments of 62,500 shares on the first, second, third
and fourth annual anniversaries of the Commencement Date, and pursuant to a
customary stock option agreement, which the Executive and the Company shall
enter into by no later than the first annual anniversary of the Commencement
Date.
(ii) In the event of termination of employment (A) by the
Executive without Good Reason (as defined in Section 7(d)) or not pursuant to a
Lack of Advancement (as defined in Section 7(e)) or not pursuant to a Change of
Control (as defined in Section 7(f)), on or prior to the fourth annual
anniversary of the Commencement Date or (B) pursuant to Section 7(c), all Stock
Options not theretofore exercisable will lapse and be forfeited. In the event
the Executive's employment is terminated for any other reason on or prior to the
fourth annual anniversary of the Commencement Date, all Stock Options not
theretofore exercisable will thereupon become exercisable. Except as otherwise
provided in the following paragraph, each Stock Option will expire ten years
after it is granted.
(iii) In the event of the termination of the employment of the
Executive, all unexercised and exercisable stock options granted to him
hereunder must be exercised by him, or his estate (or heir(s)), as the case may
be, (A) within 12 months of the Date of Termination, as defined in Section 7(i),
if the termination is due to Disability, as defined in Section 7(b), (B) in the
event of death of the Executive, within 12 months of the Date of Termination, as
defined in Section 7(i), if the termination is due to death OR within three
months of the date of death if the termination was pursuant to Disability, or
(C) within three months of the Date of Termination if the termination is for any
other reason; PROVIDED, HOWEVER, that in the event the Executive's employment is
terminated with Cause, all unexercised and exercisable stock options granted to
him hereunder become null and void immediately upon termination.
(g) OTHER BENEFITS. The Executive shall be entitled to participate
in all of the fringe benefit plans and arrangements of the Company (including,
without limitation, the Company's group life insurance and accident plan,
medical and dental insurance plan, and disability plan) as are provided from
time to time to other senior executives of the Company. The Executive's life
insurance policy shall be in an amount of not less than one year's compensation
and benefits of the Executive. In addition, the Company shall obtain (as the
beneficiary) and pay the premiums of a key-man life insurance policy on the life
of the Executive for the purpose of paying to the Executive's estate the
Executive's proportionate interest in the Seller Note (as such term is defined
in the Purchase Agreement) at the time of his death.
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(h) ANNUAL PHYSICAL EXAMINATION. During the term of this Agreement,
the Company shall reimburse the Executive for the reasonable expenses incurred
by the Executive in undergoing an annual physical examination by a licensed
physician.
6. ADDITIONAL OFFICES. Subject to Sections 3 and 4, the Executive
agrees to serve without additional compensation, if elected or appointed
thereto, as a director of any of of the Company's subsidiaries and in one or
more executive offices of any of the Company's subsidiaries, provided that the
Executive shall receive indemnification from any such subsidiaries (to the same
extent as indemnified by the Company) for serving in any and all such
capacities.
7. TERMINATION. The Executive's employment hereunder may be terminated
without any breach of this Agreement only under the following circumstances:
(a) DEATH. The Executive's employment hereunder shall terminate upon
his death.
(b) DISABILITY. The Company may terminate the Executive's employment
hereunder if, as a result of the Executive's incapacity due to physical or
mental illness ("Disability"), the Executive shall have been absent from his
duties hereunder on a full-time basis for 180 days during any eight-month
period.
(c) CAUSE. The Company may terminate the Executive's employment
hereunder for "Cause." For purposes of this Agreement, the Company shall have
"Cause" to terminate the Executive's employment hereunder upon (i) the willful
and continued failure by the Executive to substantially perform his duties
hereunder (other than any such failure resulting from the Executive's
Disability) after written notice is delivered by the Company that specifically
identifies the manner in which the Company believes the Executive has not
substantially performed his duties, which failure is not cured within 30 days
after such written notice, (ii) the willful engagement by the Executive in
misconduct which is materially injurious to the Company, monetarily or otherwise
(including, but not limited to, conduct that constitutes competitive activity
pursuant to Section 8 hereof) or (iii) the determination during the period that
encompasses one full audit cycle (with such period ending after the Company's
independent public accountants render their audit opinion for the fiscal year
ending April 30, 2000) that the Representation Letter, dated September 1, 1998,
previously provided by the Executive to the Company contained any material
misrepresentations. The Company's right to terminate this Agreement pursuant to
Section 7(c)(iii) shall be the Company's sole and exclusive remedy under this
Agreement with respect to material misrepresentations contained in said
Representation Letter, provided that the foregoing shall not relieve the
Executive of any liability he may have specifically as a "Seller" for any
misrepresentation or breach of warranty made by the Executive in the Purchase
Agreement. For purposes of this paragraph, an act, or failure to act, on the
Executive's part shall not be considered "willful" if done, or omitted to be
done, by him in good faith and with reasonable belief that his action or
omission was in the best interests of the Company.
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(d) TERMINATION BY THE EXECUTIVE FOR GOOD REASON. The Executive may
terminate his employment hereunder for "Good Reason." For purposes of this
Agreement, "Good Reason" shall mean (i) a failure by the Company to comply with
any material provision of this Agreement which has not been cured within 30 days
after notice of such noncompliance has been given by the Executive to the
Company or (ii) any change in the Executive's title, except in the event that
the Executive is named Chief Executive Officer, or any substantial reduction in
the Executive's duties if such reduction is without his consent.
(e) TERMINATION BY THE EXECUTIVE PURSUANT TO LACK OF ADVANCEMENT.
The Executive may terminate his employment hereunder pursuant to "Lack of
Advancement." For purposes of this Agreement, "Lack of Advancement" shall mean a
failure by the Company to name the Executive as its Chief Executive Officer on
or before January 1, 2000, preceded by a good faith attempt, consistent with the
fiduciary obligations of the Board, to announce such intention on or about May
15, 1999.
(f) TERMINATION BY THE EXECUTIVE PURSUANT TO A CHANGE OF CONTROL.
The Executive may terminate his employment hereunder pursuant to a "Change of
Control." For purposes of this Agreement, "Change of Control" shall be deemed to
have occurred when there has been a material change in the Executive's duties
and responsibilities AND (i) a third person, including a "group," as such term
is defined in Section 13(d)(3) of the Securities Exchange Act of 1934, other
than The Alpine Group, Inc. or its affiliates (individually and collectively
referred to hereafter as "Alpine"), becomes the beneficial owner of shares of
the Company (and such beneficial ownership continues for five consecutive days)
having a larger percentage of the total number of votes that may be cast for the
election of directors of the Company than the percentage that Alpine has as a
result of Alpine's beneficial ownership of shares of the Company AND Alpine, at
such time, is beneficial owner of shares of the Company having less than 20% of
the total number of votes that may be cast for the election of directors of the
Company, or (ii) as a result of, or in connection with, any cash tender or
exchange offer, merger or other business combination, sale of assets or
contested election or any combination of the foregoing transactions, the persons
who were directors of the Company before such transaction shall cease for any
reason to constitute at least a majority of the Board of Directors of the
Company or any successor.
(g) TERMINATION ELECTION.
(i) A notice to Executive by the Company will constitute an
election by the Company to terminate the Executive's employment (A) 30 days
following the date of delivery of the notice if the termination is without Cause
and (B) upon the date of delivery of the notice if the termination is with
Cause.
(ii) A notice to the Company by the Executive will constitute an
election by the Executive to terminate the Executive's employment 60 days
following the date of delivery of the notice.
(h) NOTICE OF TERMINATION. Any termination of the Executive's
employment by the Company or by the Executive (other than termination pursuant
to Section 7(a) hereof) shall be
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communicated by written notice to the other party hereto, in accordance with
Section 11 hereof, which shall indicate, the specific termination provision in
this Agreement relied upon and, in the case of termination pursuant to Sections
7(b), (c), (d), (e) or (f), shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of the Executive's
employment under the provision so indicated (the "Notice of Termination"). If
the Company desires to disseminate a press release that relates to any
termination of the Executive's employment by the Company or by the Executive,
the Company will review the proposed press release with the Executive prior to
its dissemination.
(i) DATE OF TERMINATION. "Date of Termination" shall mean (i) if
the Executive's employment is terminated by his death, the date of the
Executive's death, (ii) if the Executive's employment is terminated pursuant to
Section 7(b) above, 30 days after Notice of Termination is given (provided that
the Executive shall not have returned to the performance of his duties on a
full-time basis during such 30 day period and provided further that such Date of
Termination shall not be as of a date earlier than the last day of the
consecutive eight-month period described in Section 7(b) above), (iii) if the
Executive's employment is terminated by either of the elections pursuant to
Section 7(g) above, the applicable date of termination determined under Section
7(g) above, and (iv) if the Executive's employment is terminated for any other
reason, the date on which a Notice of Termination is given.
8. COMPENSATION UPON TERMINATION OR DURING DISABILITY.
(a) During any period that the Executive fails to perform his duties
hereunder and such failure is the result of Disability, the Executive shall
continue to receive, or receive the benefit of (as the case may be), all items
described in Section 5 hereof at the rate then in effect for such period until
his employment is terminated pursuant to Section 7(b) hereof, provided that
payments so made to the Executive during the first 180 days of the disability
period shall be reduced by the sum of the amounts, if any, payable to the
Executive at or prior to the time of any such payment, under disability benefit
plans of the Company or under the Social Security disability insurance program,
where such amounts were not previously applied to reduce any such payment.
(b) In the event of a termination due to Disability, the Company
shall maintain in full force and effect, for the remainder of the month
following the Date of Termination, all employee welfare benefit plans and
programs in which the Executive was entitled to participate in immediately prior
to the Date of Termination provided that the Executive's continued participation
is possible under the general terms and provisions of such plans and programs.
(c) If the Executive's employment is terminated as a result of his
death, for the remainder of the month after the date of his death, the Company
shall pay to the Executive's estate any amounts due to, or for the benefit of
the Executive, or which would otherwise have been paid to the Executive under
Section 5 hereof.
(d) If the Executive's employment is terminated by the Company for
Cause, or the Executive's employment is terminated by the Executive without Good
Reason, the Company shall pay all amounts under Section 5 hereof, due to, or for
the benefit of, the Executive through
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the Date of Termination at the rate in effect at the time Notice of Termination
was given, PROVIDED, HOWEVER, that such amounts shall not include any
dicretionary bonus pursuant to Section 5(c), and the Company shall have no
further obligations to the Executive under this Agreement.
(e) If the Executive's employment is terminated without Cause by the
Company or if the Executive terminates his employment for Good Reason, the
Company will pay the Executive (i) an amount equal to 100% of the balance of the
Base Salary in such increments and such manner as the Executive's salary was
paid prior to termination (at the Executive's then current compensation level on
the Date of Termination pursuant to Section 5(a)) as would have been payable to
the Executive if he had remained employed with the Company for the complete Term
and (ii) if the Date of Termination is more than six months into the fiscal year
of the Company, any discretionary bonus that the Executive may be elligible to
receive pursuant to Section 5(c) prorated in accordance with the Date of
Termination; and the Executive and the Company shall thereupon each be released
from all further obligations to each other.
(f) If the Executive shall terminate his employment pursuant to a
Change of Control or Lack of Advancement, then the Company will pay the
Executive within 30 days of the Date of Termination a lump sum amount equal to
100% of the balance of the Base Salary (at the Executive's then current
compensation level on the Date of Termination pursuant to Section 5(a)) that
would have been payable to the Executive if he had remained employed with the
Company for the complete Term, and the Executive and the Company shall thereupon
each be released from all further obligations to each other.
(g) The Company's obligation to make those payments and provide the
benefits described in this Section 8 shall cease if Executive is in violation of
the provisions of Section 9 hereof.
9. NONDISCLOSURE; NONSOLICITATION; NONCOMPETITION.
(a) The Executive agrees that he will not, either directly or
indirectly, use or divulge to any person, firm, corporation, partnership or
other legal entity, either during the term of this Agreement or thereafter, or
make known to any person, firm, corporation, partnership or other legal entity,
any Confidential Information (as hereinafter defined) of the Company. Executive
shall keep secret and confidential all matters entrusted to the Executive and
shall not use or attempt to use any such Confidential Information in any manner
which may injure or cause loss or may be calculated to injure or cause loss,
whether directly or indirectly, to the Company. For purposes of this Agreement,
"Confidential Information" shall mean and include, without limitation, any
patents, patent applications, copyrights, trademarks, trade names, service
marks, service names, "know-how," trade secrets, technology, custom computer
hardware or software, customer or client lists, details of client contracts,
pricing policies, operational methods, marketing plans or strategies, product
development techniques or plans, procurement and sales activities, promotion and
pricing techniques, credit and financial data concerning customers or suppliers,
business acquisition plans or any portion or phase of any scientific or
technical information, ideas, discoveries, designs, computer programs,
processes, procedures, formulas or
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improvements of the Company, whether or not in written or tangible form, and
whether or not registered, and including all memoranda, notes, plans, reports,
records, documents and other evidence thereof. The term "Confidential
Information," as used herein, does not include information which is or becomes
generally available to the public other than as a result of disclosure by the
Executive or others acting on his behalf or which is generally known in the
information display technology business.
(b) The Executive further agrees that he will not solicit, interfere
with or endeavor to entice away from the Company any customer or employee of the
Company for (i) a period of six years following the Commencement Date in the
event this Agreement is extended, pursuant to Section 2 hereof, (ii) a period of
three years following the Commencement Date in the event this Agreement is not
extended at the Company's election, pursuant to Section 2 hereof, EXCEPT in the
event of termination of the Executive by the Company without Cause, (iii) a
period of four years following the Commencement Date in the event this Agreement
is not extended at the Executive's election, pursuant to Section 2 hereof,
EXCEPT in the event of termination of the Executive by the Company without
Cause, or (iv) the period following the Commencement Date and up to the
Termination Date in the event of termination of the Executive by the Company
without Cause.
(c) The Executive agrees he will not within the United States of
America or the European Union, directly or indirectly, engage in any business or
own or control any interest in, or act as a shareholder, director, officer,
partner, trustee, employee, independent contractor, consultant or other agent of
any person, firm, corporation, partnership or other legal entity, directly or
indirectly engaged in the business conducted by the Company for (i) a period of
six years following the Commencement Date in the event this Agreement is
extended, pursuant to Section 2 hereof, (ii) a period of three years following
the Commencement Date in the event this Agreement is not extended at the
Company's election, pursuant to Section 2 hereof, EXCEPT in the event of
termination of the Executive by the Company without Cause, (iii) a period of
four years following the Commencement Date in the event this Agreement is not
extended at the Executive's election, pursuant to Section 2 hereof, EXCEPT in
the event of termination of the Executive by the Company without Cause, or (iv)
the period following the Commencement Date and up to the Termination Date in the
event of termination of the Executive by the Company without Cause. The
Executive acknowledges that the business of the Company extends beyond the
geographic area of the State of New York (and is intended to extend nationally
and internationally) and that, accordingly, it is reasonable that the
restrictive covenants set forth above are not limited by specific geographic
areas but throughout the United States of America and the European Union.
(d) The Executive acknowledges that the foregoing provisions are an
essential part of the transactions contemplated by the Purchase Agreement, and
the Executive agrees to be bound by the provisions hereof to the maximum extent
permitted by law, it being the intent and spirit of the parties that the
foregoing shall be enforceable. If any court of competent jurisdiction should
determine that the duration, reach and/or scope (geographic or otherwise) of the
agreements contained herein are unreasonable, then to the fullest extent
permitted by law, the court may prescribe a reasonable duration, reach and/or
scope (geographic or otherwise).
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10.SUCCESSORS; BINDING AGREEMENT.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance satisfactory to the Executive, to expressly assume and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.
Failure of the Company to obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a breach of the Agreement and
shall entitle the Executive to compensation from the Company in the same amount
and on the same terms as he would be entitled to hereunder if he terminated his
employment for Good Reason, except that for purposes of implementing the
foregoing, the date on which any such succession becomes effective shall be
deemed the Date of Termination. As used in the Agreement, "Company" shall mean
the Company as previously defined and any successor to its business and/or
assets or which otherwise becomes bound by this Agreement by operation of law.
(b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of, and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die at a time when amounts would
be payable to him hereunder if he were then alive, all such amounts, unless
otherwise provided for herein, shall be paid in accordance with the terms of
this Agreement, to the Executive's estate.
11. NOTICES. For the purposes of this Agreement, notices, demands and
all other communications provided for in this Agreement shall be in writing and
shall be deemed to have been duly given when delivered or (unless otherwise
specified) mailed by United States certified or registered mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive: Xx. Xxxxxxx X. Xxxx
0000 Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxx 00000
If to the Company: PolyVision Corporation
00-00 00xx Xxxxxx
Xxxx Xxxxxx Xxxx, Xxx Xxxx 00000
Attn: Chief Executive Officer
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
12. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged unless such waiver, modification or discharge is agreed to
in writing and signed by the Executive and such officer of the Company as may be
specifically designated by the Board. No waiver by either party hereto at any
time of any breach by the other party of any condition or provision of this
Agreement shall be deemed a waiver of similar or dissimilar provisions or
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conditions at the same or at any prior or subsequent time. No agreements or
representations, oral or otherwise, express or implied, with respect to the
subject matter hereof have been made by either party which are not set forth
expressly in this Agreement. The validity, interpretation, construction and
performance of this Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflicts of law
principles.
13. RELOCATION. The Company does not currently expect that the
Executive will be required to relocate his residence from the Atlanta, Georgia
vicinity while serving as an executive officer of the Company. In the event the
Board does require the Executive to relocate his residence from the Atlanta,
Georgia vicinity, and the Executive is unwilling to do so at such time, the
Executive shall be entitled to terminate his employment hereunder and such
termination shall be considered to be for Good Reason.
14. VALIDITY. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which other provisions shall remain in
full force and effect.
15. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
16. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter hereof and supersedes all
prior agreements, promises, covenants, arrangements, communications,
representations or warranties, whether oral or written. The Executive confirms
that the Senior Management Agreement, dated October 2, 1997, and side letter,
between the Executive and Alliance America Corporation is terminated as of the
date hereof, with no further liability or obligation on the part of the Company,
AIG, Alliance America Corporation or any of their respective affiliates.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
POLYVISION CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxx
Chief Executive Officer
/c/ Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
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