EXHIBIT 10A
AGREEMENT effective as of July 1, 2002 between AVNET, INC., a New York
corporation with a principal place of business at 0000 Xxxxx 00xx Xxxxxx,
Xxxxxxx, Xxxxxxx 00000 (the "Company") and Xxxxxx X. Xxxxxx, having an office at
0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000 ("Church"). This Agreement
supersedes and replaces a previous employment agreement between the Company and
Church dated as of January 1, 2001.
W I T N E S S E T H
1. ENGAGEMENT, SALARY, BENEFITS.
1.1 Engagement. The Company agrees to engage Church and Church agrees to
accept such engagement upon the terms and conditions hereinafter set
forth.
1.2. Term. Church's engagement as an employee of the Company pursuant to
this Agreement shall commence on July 1, 2002 and, subject to earlier
termination as provided herein, terminate on June 30, 2004. For the
period from July 1, 2004 to June 30, 2005, the Company shall engage
Church as a consultant.
1.3. Duties. Whether acting as an employee or as a consultant, Church shall
perform such duties for the Company, or the Company's subsidiaries,
divisions and operating units as may be assigned to him from time to
time by the Chief Executive Officer of the Company. Church is currently
engaged as Director of Services Business Development. If Church is
elected an officer or a director of the Company or any subsidiary or
division thereof, he shall serve as such without additional
compensation.
1.4 Compensation. For all services to be rendered by Church and for all
covenants undertaken by him pursuant to the Agreement the Company shall
pay and Church shall accept annual compensation of $300,000.
1.5 Compensation or Termination. Upon termination of this Agreement, Church
shall be entitled to receive only such compensation as had accrued and
was unpaid to the effective date of termination.
1.6 Additional Benefits. In addition to the compensation described in
Subsection 1.4, for the period that he is engaged as an employee of the
Company, Church shall be entitled to vacation, insurance, retirement
and other benefits (except for severance pay benefit) as are afforded
to personnel of the Company's United States based operating units
generally and which are in effect from time to time. It is understood
that the Company does not by reason of this Agreement obligate itself
to provide any such benefits to such personnel. During the term of this
Agreement, Church shall be eligible for a Company provided automobile
in accordance with the Company's program therefor and will be eligible
to receive benefits for medical and dental insurance on the same terms
offered to personnel of the Company's United States based operating
units generally. Church also participates in the Company's Executive
Officers' Supplemental Life Insurance and Retirement Benefits Program
(the "Program") pursuant to the terms and conditions applicable to the
Program. Church will receive vesting credit in the Program only while
he is acting as an employee pursuant to this Agreement.
1.7 Service as Consultant. During the time Church is acting as a
consultant, he shall be an independent contractor and Church will be
responsible for any federal, state or local tax obligations for
himself, including, without limitation, social security, federal and
state income tax, unemployment and workers' compensation taxes and
obligations. Church shall perform such consulting services by
telephone, by letter or in person, as reasonably requested by Avnet.
Business-related expenses incurred by Church while he is acting as a
consultant shall be approved in advance by the Company and shall
thereafter be reimbursed upon submission of all appropriate expense
reports and supporting invoices to Avnet's Vice President -Human
Resources.
2. EARLY TERMINATION.
2.1 Death or Disability. Church's employment hereunder shall terminate on
the date of Church's death or upon Church suffering mental or physical
injury, illness or incapacity which renders him unable to perform his
customary duties hereunder on a full-time basis for a period of 365
substantially consecutive days, on the 365th such day. The opinion of a
medical doctor licensed to practice in the State of Arizona (or such
other state wherein Church then resides) and having Board certification
in his field of specialization or the receipt of or entitlement of
Church to disability benefits under any policy of insurance provided or
made available by the Company or under Federal Social Security laws,
shall be conclusive evidence of such disability.
2.2 Cause. Church's employment hereunder may also be terminated by the
Company at any time prior to the expiration of the term hereof without
notice for cause, including, but not limited to, Church's gross
misconduct, breach of any material term of this Agreement, willful
breach, habitual neglect or wanton disregard of his duties, or
conviction of any criminal act.
3. COMPETITIVE EMPLOYMENT.
3.1 Full time. Church shall devote his full time, best efforts, attention
and energies to the business and affairs of the Company and shall not,
during the term of his employment, be engaged in any other activity
which, in the sole judgment of the Company, will interfere with the
performance of his duties hereunder.
3.2 Non-Competition. While engaged either as an employee or consultant by
the Company or any subsidiary, division or operating unit of the
Company, and for a period of two years subsequent, Church shall not,
without the written consent of the Chief Executive Officer of the
Company, directly or indirectly (whether through his spouse, child or
parent, other legal entity or otherwise): own, manage, operate, join,
control, participate in, invest in, or otherwise be connected with, in
any manner, whether as an officer, director, employee, partner,
investor, shareholder, consultant, lender or otherwise, any business
entity which is engaged in, or is in any way related to or competitive
with the business of the Company, provided, however, notwithstanding
the foregoing, Church shall not be
prohibited from owning, directly or indirectly, up to 5% of the
outstanding equity interests of any company or entity the stock or
other equity interests of which is publicly traded on a national
securities exchange or on the NASDAQ over-the-counter market.
3.3 Non-Solicitation. Church further agrees that he will not, at any time
while engaged by the Company or any subsidiary, division or operating
unit of the Company and for a period of two years subsequent, without
the written consent of an officer authorized to act in the matter by
the Board of Directors of the Company, directly or indirectly, on
Church's behalf or on behalf of any person or entity, induce or attempt
to induce any employee of the Company or any subsidiary or affiliate of
the Company (collectively the "Company Group") or any individual who
was an employee of the Company Group during the one (1) year prior to
the date of such inducement, to leave the employ of the Company Group
or to become employed by any person other than members of the Company
Group or offer or provide employment to any such employee.
4. DEFINITIONS.
4.1 Confidential Information. That confidential business information of the
Company, whether or not discovered, developed, or known by Church as a
consequence of his engagement with the Company. Without limiting the
generality of the foregoing, Confidential Information shall include
information concerning customer identity, needs, buying practices and
patterns, sales and management techniques, employee effectiveness and
compensation information, supply and inventory techniques,
manufacturing processes and techniques, product design and
configuration, market strategies, profit and loss information, sources
of supply, product cost, gross margins, credit and other sales terms
and conditions. Confidential Information shall also include, but not be
limited to, information contained in the Company's manuals, memoranda,
price lists, computer programs (such as inventory control, billing,
collection, etc.) and records, whether or not designated, legended or
otherwise identified by the Company as Confidential Information.
4.2 Developments. Those inventions, discoveries, improvements, advances,
methods, practices and techniques, concepts and ideas, whether or not
patentable, relating to the Company's present and prospective
activities and products.
5. DEVELOPMENTS, CONFIDENTIAL INFORMATION AND RELATED MATERIALS.
5.1 Assignment of Developments. Any and all Developments developed by
Church (acting alone or in conjunction with others) during the period
of Church's engagement hereunder shall be conclusively presumed to have
been created for or on behalf of the Company (or the Company's
subsidiary or affiliate for which Church is performing services) as
part of Church's obligations to the Company hereunder. Such
Developments shall be the property of, and belong to the Company (or
the
Company's subsidiary or affiliate for which Church is working) without
the payment of consideration therefor in addition to Church's
compensation hereunder, and Church hereby transfers, assigns and
conveys all of Church's right, title and interest in any such
Developments to the Company (or the Company's subsidiary or affiliate
for which Church is working) and agrees to execute and deliver any
documents that the Company deems necessary to effect such transfer on
the demand of the Company.
5.2 Restrictions on Use and Disclosure. Church agrees not to use or
disclose at any time after the date hereof, except with the prior
written consent of an officer authorized to act in the matter by the
Board of Directors of the Company, any Confidential Information which
is or was obtained or acquired by Church while engaged by the Company
or any subsidiary or affiliate of the Company, provided, however, that
this provision shall not preclude Church from (i) the use or disclosure
of such information which presently is known generally to the public or
which subsequently comes into the public domain, other than by way of
disclosure in violation of this Agreement or in any other unauthorized
fashion, or (ii) disclosure of such information required by law or
court order, provided that prior to such disclosure-required by law or
court order Church will have given the Company three (3) business days'
written notice (or, if disclosure is required to be made in less than
three (3) business days, then such notice shall be given as promptly as
practicable after determination that disclosure may be required) of the
nature of the law or order requiring disclosure and the disclosure to
be made in accordance therewith.
5.3 Return of Documents. Upon termination of this Agreement, Church shall
forthwith deliver to the Chief Executive Officer of the Company all
documents, customer lists and related documents, price and procedure
manual and guides, catalogs, records, notebooks and similar
repositories of or containing Confidential Information and/or
Developments, including all copies then in his possession or control
whether prepared by him or others.
6. MISCELLANEOUS.
6.1 Consent to Arbitration. Except for the equitable relief provisions set
forth in Section 6.2 below, the Company and Church agree to arbitrate
any controversy or claim arising out of this Agreement or otherwise
relating to Church's engagement as an employee or consultant or the
termination of his engagement as an employment or this Agreement, in
accordance with the provisions of the Mutual Agreement to Arbitrate
Claims, a copy of which is annexed hereto as Exhibit A.
6.2 Equitable Relief. Church acknowledges that any material breach of any
of the provisions of Sections 3 and/or 5 would entail irreparable
injury to the Company's goodwill and jeopardize the Company's
competitive position in the marketplace or Confidential Information, or
both, and that in addition to the Company's other remedies, Church
consents and the Company shall be entitled, as a matter of right, to an
injunction issued by any court of competent jurisdiction restraining
any breach of Church and/or those with whom Church is acting in concert
and to other equitable relief to prevent any such actual, intended or
likely breach.
6.3 Survival. The provisions of Sections 3.2, 3.3, 4, 5, and 6 shall
survive the termination of Church's employment hereunder.
6.4 Interpretation. If any court of competent jurisdiction or duly
constituted arbitration panel shall refuse to enforce any or all of the
provisions hereof because they are more extensive (whether as to
geographic scope, duration, activity, subject or otherwise) than is
reasonable, it is expressly understood and agreed that such provisions
shall not be void, but that for the purpose of such proceedings and in
such jurisdiction, the restrictions contained herein shall be deemed
reduced or limited to the extent necessary to permit enforcement of
such provisions.
6.5 Succession. This Agreement shall extend to and be binding upon Church,
his legal representatives, heirs and distributees and upon the Company,
its successors and assigns.
6.6 Entire Agreement. This Agreement, Exhibit A (Mutual Agreement to
Arbitrate Claims) and Exhibit B (Change of Control Agreement) contain
the entire agreement of the parties with respect to their subject
matter and no waiver, modification or change of any provisions hereof
shall be valid unless in writing and signed by the parties against whom
such claimed waiver, modification or change is sought to be enforced.
This Agreement supersedes and replaces a previous employment agreement
between the parties dated as of January 1, 2001.
6.7 Waiver of Breach. The waiver of any breach of any term or condition of
this Agreement shall not be deemed to constitute a waiver of any other
term or condition of this Agreement.
6.8 Notices. All notices pursuant to this Agreement shall be in writing and
shall be given by registered or certified mail, or the equivalent,
return receipt requested, addressed to the parties hereto at the
addresses set forth above, or to such address as may hereafter be
specified by notice in writing in the same manner by any party or
parties.
6.9 Headings. Except for the headings in Section 4, the headings of the
sections and subsections are inserted for convenience only and shall
not be deemed to constitute a part hereof or to affect the meaning
thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the
day and year first above written.
AVNET, INC.
By /s/ Xxx Xxxxxx
Xxx Xxxxxx
Chairman & Chief Executive Officer
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
EXHIBIT A
MUTUAL AGREEMENT TO ARBITRATE CLAIMS
I recognize that differences may arise between Avnet, Inc. ("the Company") and
me during or following my engagement with the Company, and that those
differences mayor may not be related to my employment or engagement as a
consultant. I understand and agree that by entering into this Agreement to
Arbitrate Claims ("Agreement"), I anticipate gaining the benefits of a speedy,
impartial dispute-resolution procedure. Except as provided in this Agreement,
the Federal Arbitration Act shall govern the interpretation, enforcement and all
proceedings pursuant to this Agreement. To the extent that the Federal
Arbitration Act is inapplicable, applicable state law pertaining to agreements
to arbitrate shall apply. I understand that any reference in this Agreement to
the Company will be a reference also to all divisions, subsidiaries and
affiliates of the Company. Additionally, except as otherwise provided herein,
any reference to the Company shall also include all benefit plans; the benefit
plans' sponsors, fiduciaries, administrators, affiliates; and all successors and
assigns of any of them.
CLAIMS COVERED BY THE AGREEMENT. The Company and I mutually consent to the
resolution by arbitration of all claims or controversies ("claims"), whether or
not arising out of my engagement by the Company as an employee or consultant (or
the termination of such engagement), that the Company may have against me or
that I may have against the Company or against its officers, directors,
employees or agents in their capacity as such or otherwise. The claims covered
by this Agreement include, but are not limited to, claims for wages or other
compensation due; claims for breach of any contract or covenant (express or
implied); tort claims; claims for discrimination and harassment (including, but,
not limited to, race, sex, sexual orientation, religion, national origin, age,
marital status, medical condition, handicap or disability); claims for benefits
(except where an employee benefit or pension plan specifies that its claims
procedure shall culminate in an arbitration procedure different from this one);
and claims for violation of any federal, state, or other governmental law,
statute, regulation, or ordinance, except claims excluded in the section
entitled "Claims Not Covered by the Agreement." Except as otherwise provided in
this Agreement, both the Company and I agree that neither of us shall initiate
or prosecute any lawsuit or administrative action (other than an administrative
charge of discrimination) in any way related to any claim covered by this
Agreement.
CLAIMS NOT COVERED BY THE AGREEMENT. Claims I may have for workers' compensation
or unemployment compensation benefits are not covered by this Agreement. Also
not covered are claims by the Company for injunctive and/or other equitable
relief including, but not limited to, claims for injunctive and/or other
equitable relief for unfair competition and/or the use and/or unauthorized
disclosure of trade secrets or confidential information, as to which I
understand and agree that the Company may seek and obtain relief from a court of
competent jurisdiction.
REQUIRED NOTICE OF ALL CLAIMS AND STATUTE OF LIMITATIONS. The Company and I
agree that the aggrieved party must give written notice of any claim to the
other party within one (1) year of the date the aggrieved party first has
knowledge of the event giving rise to the claim; otherwise the claim shall be
void and deemed waived even if there is a federal or state
statute of limitations which would have given more time to pursue the claim.
Written notice to the Company, or its officers, directors, employees or agents,
shall be sent to its President at the Company's then-current address. I will be
given written notice at the last address recorded in my personnel file. The
written notice shall identify and describe the nature of all claims asserted and
the facts upon which such claims are based. The notice shall be sent to the
other party by certified or registered mail, return receipt requested.
DISCOVERY. Each party shall have the right to take the deposition of one
individual and any expert witness designated by another party. Each party also
shall have the right to propound requests for production of documents to any
party. Additional discovery may be had only where the panel of arbitrators
selected pursuant to this Agreement so orders, upon a showing of substantial
need. At least thirty (30) days before the arbitration, the parties must
exchange lists of witnesses, including any expert, and copies of all exhibits
intended to be used at the arbitration.
SUBPOENAS. Each party shall have the right to subpoena witnesses and documents
for the arbitration.
ARBITRATION PROCEDURES. The Company and I agree that, except as provided in this
Agreement, any arbitration shall be in accordance with the then-current Model
Employment Arbitration Procedures of the American Arbitration Association
("AAA") before a panel of three arbitrators who are licensed to practice law in
the state where the arbitration is to take place "the Panel"). The arbitration
shall take place in or near the city in which I am or was last employed by the
Company. The Panel shall apply the substantive law (and the law of remedies, if
applicable) of the state in which the claim arose, or federal law, or both, as
applicable to the claim(s) asserted. The Federal Rules of Evidence shall apply.
The Panel, and not any federal, state, or local court or agency, shall have
exclusive authority to resolve any dispute relating to the interpretation,
applicability, enforceability or formation of this Agreement, including but not
limited to any claim that all or any part of this Agreement is void or voidable.
The Panel shall render an award and opinion in the form typically rendered in
labor arbitrations. The arbitration shall be final and binding upon the parties.
The Panel shall have jurisdiction to hear and rule on pre-hearing disputes and
is authorized to hold pre-hearing conferences by telephone or in person, as the
Panel deems necessary. The Panel shall have the authority to entertain a motion
to dismiss and/or a motion for summary judgment by any party and shall apply the
standards governing such motions under the Federal Rules of Civil Procedure.
Either party, at its expense, may arrange for and pay the cost of a court
reporter to provide a stenographic record of proceedings.
ARBITRATION FEES AND COSTS. The Company and I shall equally share the fees and
costs of the Panel. Each party shall pay for its own costs and attorneys' fees,
if any. However, if any party prevails on a statutory claim which affords the
prevailing party attorneys' fees, or if there is a written agreement providing
for fees, the Panel may award reasonable fees to the prevailing party.
INTERSTATE COMMERCE. I understand and agree that the Company is engaged in
transactions involving interstate commerce and that my employment involves such
commerce.
REQUIREMENTS FOR MODIFICATION OR REVOCATION. This Agreement to arbitrate shall
survive the termination of my employment. I can only be revoked or modified by
writing signed by me and an officer of the Company that specifically states an
intent to revoke or modify this Agreement.
SOLE AND ENTIRE AGREEMENT. This is the complete agreement of the parties on the
subject of arbitration of disputes, except for any arbitration agreement in
connection with any pension or benefit plan. This Agreement supersedes any prior
or contemporaneous oral or written understanding on the subject. No party is
relying on any representations, oral or written, on the subject of the effect,
enforceability or meaning of this Agreement, except as specifically set forth in
this Agreement.
CONSTRUCTION. IF ANY PROVISION OF THIS AGREEMENT IS ADJUDGED TO BE VOID OR OTHER
WISE UNENFORCEABLE, IN WHOLE OR IN PART, SUCH ADJUDICATION SHALL NOT AFFECT THE
VALIDITY OF THE REMAINDER OF THE AGREEMENT.
CONSIDERATION. The promises by the Company and by me to arbitrate differences,
rather than litigate them before courts or other bodies, provide consideration
for each other.
NOT AN EMPLOYMENT AGREEMENT. This Agreement is not, and shall not be construed
to create, any contract of employment, express or implied. Nor does this
Agreement in any way alter the "at-will" status of my employment.
VOLUNTARY AGREEMENT. I ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT,
THAT I UNDERSTAND ITS TERMS, THAT ALL UNDERSTANDINGS AND AGREEMENTS BETWEEN THE
COMPANY AND ME RELATING TO THE SUBJECTS COVERED IN THE AGREEMENT ARE CONTAINED
IN IT, AND THAT I HAVE ENTERED INTO THE AGREEMENT VOLUNTARILY AND NOT IN
RELIANCE ON ANY PROMISES OR REPRESENTATIONS BY THE COMPANY OTHER THAN THOSE
CONTAINED IN THIS AGREEMENT ITSELF. I UNDERSTAND THAT BY SIGNING THIS AGREEMENT
I AM GIVING UP MY RIGHT TO A JURY TRIAL. I FURTHER ACKNOWLEDGE THAT I HAVE BEEN
GIVEN THE OPPORTUNITY TO DISCUSS THIS AGREEMENT WITH MY PRIVATE LEGAL COUNSEL
AND HAVE AVAILED MYSELF OF THAT OPPORTUNITY TO THE EXTENT I WISH TO DO SO.
AVNET, INC.
By /s/ Xxx Xxxxxx
Xxx Xxxxxx
Chairman & CEO
Officer
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
EXHIBIT B
CHANGE OF CONTROL AGREEMENT
This Change of Control Agreement (the "Agreement") is made effective as of the
1st day of July 0000, xxxxxxx Xxxxx, Xxx., x Xxx Xxxx corporation with its
principal place of business at 0000 Xxxxx 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000
Arizona ("Avnet" or "the Company") and Xxxxxx X. Xxxxxx (the "Officer"). Avnet
and the Officer are collectively referred to in this Agreement as "the Parties."
WHEREAS, the Officer holds the position of Senior Vice President with the
Company; and
WHEREAS, the Parties wish to provide for certain payments to the Officer in the
event of a Change of Control of the Company and the subsequent termination of
the Officer's employment without cause or the Constructive Termination of the
Officer's employment, as those capitalized terms are defined below;
NOW, THEREFORE, the Parties agree as follows:
1. Definitions. (a) "Change of Control" means the happening of any of the
following events: (i) the acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act (a
"Person") of beneficial ownership (within the meaning of Rule l3d-3
promulgated under the Exchange Act) of 50% or more of either (A) the then
outstanding shares of common stock of the Company or (B) the combined
voting power of the then outstanding voting securities of the Company
entitled to vote generally in the election of directors; provided, however,
that the following transactions shall not constitute a Change of Control
under this subsection (i): (w) any transaction that is authorized by the
Board of Directors of the Company as constituted prior to the effective
date of the transaction, (x) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion
privilege), (y) any acquisition by the Company, or (z) any acquisition by
any employee benefit plan (or related trust) sponsored or maintained by the
Company or any entity controlled by the Company; or (ii) individuals who,
as of the effective date hereof, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute at least
a majority of the Board; provided, however, that any individual becoming a
director subsequent to the effective date hereof whose election, or
nomination for election by the Company's stockholders, was approved by a
vote of at least a majority of the directors then comprising the 11 12
Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either
an actual or threatened election contest (as such terms are used in Rule
14a-11 of Regulation 14A promulgated under the Exchange Act) or other
actual or threatened solicitation of proxies or consents by or on behalf of
a Person other than the Board; or (iii) Approval by the stockholders of the
Company of a complete liquidation or dissolution of the Company or the sale
or other disposition of all or substantially all of the assets of the
Company.
(b) "Constructive Termination" means the happening of any of the following
events: (i) a material diminution of Officer's responsibilities, including,
without limitation, title and reporting relationship; (ii) relocation of
the Officer's office greater than 50 miles from its location as of the
effective date of this Agreement without the consent of the Officer; (iii)
a material reduction in Officer's compensation and benefits.
(c) The "Exchange Act" shall mean the 1934 Securities Exchange Act, as amended.
2. Constructive Termination or Termination after Change of Control. If, within
24 months following a Change of Control, the Company or its successor
terminates Officer's employment without cause or by Constructive
Termination, Officer will be paid, in lieu of any other rights under any
employment agreement between the Officer and the Company, in a lump sum
payment, an amount equal to 2.99 times the sum of (i) the Officer's annual
salary for the year in which such termination occurs and (ii) the Officer's
incentive compensation equal to the average of such incentive compensation
for the highest two of the last five full fiscal years. All unvested stock
options shall accelerate and vest in accordance with the early vesting
provisions under the applicable stock option plans and all incentive stock
program shares allocated but not yet delivered will be accelerated so as to
be immediately deliverable. Officer shall receive his or her accrued and
unpaid salary and any accrued and unpaid pro rata bonus (assuming target
payout) through the date of termination, and Officer will continue to
participate in the medical, dental, life, disability and automobile
benefits in which Officer is then participating for a period of two years
from the date of termination.
3. Excise Taxes. In the event that Officer is deemed to have received an
excess parachute payment (as such term is defined in Section 280G(b) of the
Internal Revenue Code of 1986, as amended (the "Code")) that is subject to
excise taxes ("Excise Taxes") imposed by Section 4999 of the Code with
respect to compensation paid to Officer pursuant to this Agreement, the
Company shall make an additional payment equal to the sum of (i) all Excise
Taxes payable by Officer plus (ii) any additional Excise Tax or federal or
state income taxes imposed with respect to such payments.
4. Miscellaneous. This Agreement modifies any employment agreement between
Officer and the Company only with respect to such terms and conditions that
are specifically addressed in this Agreement. All other provisions of any
employment agreement between the Company and Officer shall remain in full
force and effect.
AVNET, INC.
By /s/ Xxx Xxxxxx
Xxx Xxxxxx
Chairman & CEO
Officer
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
