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Ex 10.11
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of December 20, 1999, by
and between LEXENT INC., a Delaware corporation (the "Company"),
and XXXXXX X. XXXXX, XX. (the "Employee").
W I T N E S S E T H:
WHEREAS the Company desires to induce the Employee to enter
into employment with the Company for the period provided in this Agreement, and
the Employee is willing to accept such employment with the Company on a
full-time basis, all in accordance with the terms and conditions set forth
below;
NOW, THEREFORE, for and in consideration of the premises
hereof and the mutual covenants contained herein, the parties hereto hereby
covenant and agree as follows:
1. Employment.
(a) The Company hereby agrees to employ the Employee, and the
Employee hereby agrees to accept such employment with the Company,
commencing on December 20, 1999 (the "Commencement Date") and
continuing for the period set forth in Section 2 hereof, all upon the
terms and conditions hereinafter set forth.
(b) The Employee affirms and represents that as of the
commencement of his employment by the Company on the Commencement Date,
he will be under no obligation to any former employer or other party
which is in any way inconsistent with, or which imposes any restriction
upon, the Employee's acceptance of employment hereunder with the
Company, the employment of the Employee by the Company, or the
Employee's undertakings under this Agreement.
2. Term of Employment. Unless earlier terminated as provided
in this Agreement, the term of the Employee's employment under this Agreement
shall be for a period beginning on the Commencement Date and ending on December
31, 2003. The period from the Commencement Date until December 31, 2003, or, in
the event that the Employee's employment hereunder is earlier terminated as
provided herein, such shorter period, is hereinafter called the "Employment
Term"(the "Employment Term").
3. Duties. The Employee shall be employed as Executive Vice
President of the Company and President of the Company's wholly-owned subsidiary,
National Network Technologies, LLC, a Delaware limited liability company
("NNT"), shall faithfully perform and discharge
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such duties as inhere in the positions of Executive Vice President of
the Company and President of NNT as may be specified in the By-laws of the
Company or the Limited Liability Company Agreement of NNT with respect to such
positions, and shall also perform and discharge such other duties and
responsibilities consistent with such position as the Board of Directors of the
Company (the "Board of Directors") shall from time to time determine. The
Employee shall report to the Chief Executive Officer of the Company. The
Employee shall perform his duties principally at offices of the Company in New
York City, New York, with such travel to such other locations from time to time
as the Chief Executive Officer may reasonably prescribe. Except as may otherwise
be approved in advance by the Board of Directors, and except during vacation
periods and reasonable periods of absence due to sickness, personal injury or
other disability, the Employee shall devote his full business time throughout
the Employment Term to the services required of him hereunder. The Employee
shall render his business services exclusively to the Company and its
subsidiaries during the Employment Term and shall use his best efforts, judgment
and energy to improve and advance the business and interests of the Company and
its subsidiaries in a manner consistent with the duties of his positions.
4. Compensation.
(a) Salary. As compensation for the performance by the
Employee of the services to be performed by the Employee hereunder
during the Employment Term, the Company shall pay the Employee a base
salary at the annual rate of Two Hundred and Forty Thousand Dollars
($240,000) (said amount, together with any increases thereto as may be
determined from time to time by the Board of Directors in its sole
discretion, being hereinafter referred to as "Salary"). Any Salary
payable hereunder shall be paid in regular intervals in accordance with
the Company's payroll practices from time to time in effect.
(b) Bonus. The Employee shall be eligible to receive bonus
compensation from the Company in respect of each fiscal year (or
portion thereof) occurring during the Employment Term in an amount
targeted at 40% of his Salary (pro rated for any portion of a fiscal
year occurring during the Employment Term) if the Company achieves the
target performance objectives established by the Compensation Committee
of the Board of Directors (the "Compensation Committee") with respect
to such fiscal year. The Employee shall also be eligible to receive
additional bonus compensation from the Company in respect of each
fiscal year (or portion thereof) occurring during the Employment Term
for exceptional performance as may be determined by the Compensation
Committee in its sole discretion. In any event, the Employee shall be
entitled to receive an aggregate bonus (in addition to the Initial
Payment discussed in (c) below) of not less than $115,000 in respect of
the fiscal year ending December 31, 2000 (pro rated as aforesaid if the
Employment Term ends prior to December 31, 2000).
(c) Initial Payment. In connection with the execution and
delivery by the Employee of this Agreement, the Company shall pay the
Employee a one-time bonus in
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the amount of $50,000 (the "Initial Payment") in respect of the fiscal
year ending December 31, 2000 on January 15, 2000. The Employee shall
not receive any bonus in respect of the fiscal year ending December 31,
1999.
5. Other Benefits; Options.
(a) General. During the Employment Term, the Employee
shall:
(i) be eligible to participate in employee fringe
benefits and pension and/or profit sharing plans that may be provided
by the Company for its senior executive employees in accordance with
the provisions of such plans, as the same may be in effect from time to
time;
(ii) be eligible to participate in any medical and
health plans or other employee welfare benefit plans that may be
provided by the Company for its senior executive employees in
accordance with the provisions of any such plans, as the same may be in
effect from time to time;
(iii) be entitled to the number of paid vacation days
in each calendar year determined by the Company from time to time for
its senior executive officers, provided that such number of paid
vacation days in each calendar year shall not be less than fifteen (15)
work days (three calendar weeks); the Employee shall also be entitled
to all paid holidays given by the Company to its senior executive
officers;
(iv) be entitled to sick leave, sick pay and
disability benefits in accordance with any Company policy that may be
applicable to senior executive employees from time to time; and
(v) be entitled to reimbursement for all reasonable
and necessary out-of-pocket business expenses incurred by the Employee
in the performance of his duties hereunder in accordance with the
Company's normal policies from time to time in effect.
(b) Grant of Initial Options. In connection with the execution
and delivery of this Agreement by the Employee, the Company is granting
to the Employee options ("Initial Options") to purchase 350,000 shares
of Company Common Stock, $.001 par value ("Common Stock"), at a
purchase price of $10.00 per share, of which options to purchase
100,000 shares of Common Stock shall vest immediately and options to
purchase the remaining 250,000 shares of Common Stock will vest in
thirty-six equal increments over the thirty-six month period beginning
on the first anniversary of the Commencement Date, all as provided in
the Stock Option Agreements of even date herewith between the Company
and the Employee.
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(c) Grant of Subsequent Options. In connection with his
continued employment by the Company, on the first anniversary of the
Commencement Date, and on each of the subsequent anniversaries thereof
during the Employment Term, the Company agrees to grant the Employee
options ("Subsequent Options") to purchase at least 15,000 shares of
Common Stock at a purchase price equal to the Fair Market Value (as
defined in (d) below) of the Common Stock on the date of grant, which
options shall vest in twenty-five percent increments over a four-year
period with the first twenty-five percent to vest on the first
anniversary of the date of grant. Each grant of these Subsequent
Options shall be pursuant to specific terms set forth in a stock option
agreement between the Company and the Employee.
(d) Fair Market Value. "Fair Market Value" means as of any
date, the value of Common Stock determined as follows:
(i) If the Common Stock is listed on any established
stock exchange or a national market system, including without
limitation the National Market System of the National Association of
Securities Dealers, Inc. Automated Quotation ("NASDAQ") System, the
Fair Market Value of a share of Common Stock shall be the closing sales
price for such stock (or the closing bid, if no sales were reported) as
quoted on such system or exchange (or the exchange with the greatest
volume of trading in Common Stock) on the last market trading day prior
to the day of grant of the particular Subsequent Options and as
reported in the Wall Street Journal or such other source as the
Compensation Committee deems reliable;
(ii) If the Common Stock is quoted on the NASDAQ
System (but not on the National Market System thereof) or is regularly
quoted by a recognized securities dealer but selling prices are not
reported, the Fair Market Value of a share of Common Stock shall be the
average between the high bid and low asked prices for the Common Stock
on the last market trading day prior to the day of grant of the
particular Subsequent Options and as reported in the Wall Street
Journal or such other source as the Compensation Committee deems
reliable; or
(iii) In the absence of an established market for the
Common Stock, the Fair Market Value shall be determined in good faith
by the Compensation Committee.
6. Confidential Information. The Employee hereby covenants,
agrees and acknowledges as follows:
(a) The Employee has and will have access to and will
participate in the development of or be acquainted with confidential or
proprietary information and trade secrets related to the business of
the Company and any present or future subsidiaries or affiliates of the
Company (collectively with the Company, the "Companies"), including but
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not limited to (i) customer lists; related records and compilations of
information; the identity, lists or descriptions of any new customers,
referral sources or organizations; financial statements; cost reports
or other financial information; contract proposals or bidding
information; business plans; training and operations methods and
manuals; personnel records; software programs; reports and
correspondence; and management systems, policies or procedures,
including related forms and manuals; (ii) information pertaining to
future developments such as future marketing or acquisition plans or
ideas, and potential new business locations and (iii) all other
tangible and intangible property, which are used in the business and
operations of the Companies but not made public. The information and
trade secrets relating to the business of the Companies described
hereinabove in this paragraph (a) are hereinafter referred to
collectively as the "Confidential Information", provided that the term
Confidential Information shall not include any information (A) that is
or becomes generally publicly available (other than as a result of
violation of this Agreement by the Employee), (B) that the Employee
receives on a nonconfidential basis from a source (other than the
Companies or their representatives) that is not known by him to be
bound by an obligation of secrecy or confidentiality to any of the
Companies or (C) that was in the possession of the Employee prior to
disclosure by the Companies.
(b) The Employee shall not disclose, use or make known for his
or another's benefit any Confidential Information or use such
Confidential Information in any way except as is in the best interests
of the Companies in the performance of the Employee's duties under this
Agreement. The Employee may disclose Confidential Information when
required by a third party and applicable law or judicial process, but
only after providing immediate notice to the Company of any third
party's request for such information, which notice shall include the
Employee's intent to disclose any Confidential Information with respect
to such request.
(c) The Employee acknowledges and agrees that a remedy at law
for any breach or threatened breach of the provisions of this Section 6
would be inadequate and, therefore, agrees that the Companies shall be
entitled to seek injunctive relief in addition to any other available
rights and remedies in case of any such breach or threatened breach by
the Employee; provided, however, that nothing contained herein shall be
construed as prohibiting the Companies from pursuing any other rights
and remedies available for any such breach or threatened breach.
(d) The Employee agrees that upon termination of his
employment with the Company for any reason, the Employee shall
forthwith return to the Company all Confidential Information in
whatever form maintained (including, without limitation, computer discs
and other electronic media).
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(e) The obligations of the Employee under this Section 6
shall, except as otherwise provided herein, survive the termination of
the Employment Term and the expiration or termination of this
Agreement.
(f) Without limiting the generality of Section 11 hereof, the
Employee hereby expressly agrees that the foregoing provisions of this
Section 6 shall be binding upon the Employee's heirs, successors and
legal representatives.
7. Termination of Employment.
(a) The Employee's employment hereunder shall be terminated
upon the occurrence of any of the following:
(i) death of the Employee;
(ii) the Employee's inability to perform his duties
on account of disability or incapacity for a period of one hundred
eighty (180) or more days, whether or not consecutive, within any
period of twelve (12) consecutive months;
(iii) the Company giving written notice, at any time,
to the Employee that the Employee's employment is being terminated for
"Cause" (as defined in (b) below);
(iv) the Company giving written notice, at any time,
to the Employee that the Employee's employment is being terminated or
is not being renewed, other than pursuant to clause (i), (ii) or (iii)
above ("Without Cause");
(v) the Employee terminates his employment hereunder
because the Company, solely due to an Executive Management Stockholder
Block (as defined in (c) below), fails to consummate an initial public
offering of its Common Stock within one (1) year of the Commencement
Date; or
(vi) the Employee terminates his employment hereunder
for any reason whatsoever (whether by reason of retirement, resignation
or otherwise), other than in accordance with (v) above ("Without Good
Reason").
(b) Cause. The following actions, failures and events by or
affecting the Employee shall constitute "Cause" for termination within
the meaning of clause (iii) of Section 7 (a) above:
(i) an indictment for or conviction of the Employee
of, or the entering of a plea of nolo contendere by the Employee with
respect to, having committed a felony;
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(ii) abuse of controlled substances or alcohol or
acts of dishonesty or moral turpitude by the Employee that are
detrimental to one or more of the Companies;
(iii) acts or omissions by the Employee that the
Employee knew were likely to damage the business of one or more of the
Companies;
(iv) negligence by the Employee in the performance
of, or disregard by the Employee of, his material obligations under
this Agreement or otherwise relating to his employment, which
negligence or disregard continue unremedied for a period of fifteen
(15) days after written notice thereof to the Employee; or
(v) failure by the Employee to obey the reasonable
and lawful orders and policies of the Board of Directors that are
consistent with the provisions of this Agreement.
(c) Executive Management Stockholder Block. For purposes of
this Agreement, an "Executive Management Stockholder Block" means the
decision by the Company's Executive Management Stockholders (as that
term is defined in the Stockholders Agreement, dated as of July 23,
1998, among the Company and the stockholders party thereto, as the same
may be amended or modified from time to time) to not consent to an
initial public offering by the Company of its Common Stock; provided,
however, that an Executive Management Stockholder Block shall not be
deemed to have occurred if a decision or action by the Board of
Directors or the holders of the Company's Series A Convertible
Preferred Stock, $.001 par value, prevents the consummation of such an
initial public offering.
8. Payments Upon Termination.
(a) Termination Without Cause. In the event that the
Employee's employment is terminated by the Company Without Cause during
the period between the Commencement Date and the date six months
following the Commencement Date (the "Initial Period"), then the
Company shall pay to the Employee, as severance pay or liquidated
damages or both, monthly payments at the rate per annum of his Salary
at the time of such termination for a period of:
(i) eighteen (18) months after such termination if
such termination occurs in the first month of the Initial
Period;
(ii) seventeen (17) months after such termination if
such termination occurs in the second month of the Initial
Period;
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(iii) sixteen (16) months after such termination if
such termination occurs in the third month of the Initial
Period;
(iv) fifteen (15) months after such termination if
such termination occurs in the fourth month of the Initial
Period;
(v) fourteen (14) months after such termination if
such termination occurs in the fifth month of the Initial
Period;
(vi) thirteen (13) months after such termination if
such termination occurs in the sixth month of the Initial
Period; and
(vii) twelve (12) months after such termination if
such termination occurs after the end of the Initial Period.
(b) Termination by the Employee due to an Executive Management
Stockholder Block. In the event that the Employee's employment is
terminated by the Employee pursuant to clause (v) of Section 7(a) above
during the ninety (90) day period following the date of such Executive
Management Stockholder Block, then:
(i) the Company shall pay to the Employee, as
severance pay or liquidated damages or both, monthly payments
at the rate per annum of his Salary at the time of such
termination for a period of twenty-four (24) months after such
termination; and
(ii) the Company shall, upon the request therefor by
the Employee as described below, purchase up to 100,000 shares
of Common Stock acquired by the Employee pursuant to the
exercise of Initial Options upon the following terms and
conditions (the "Employee's Put"):
(1) The Employee's Put may be exercised by
Employee at any time during the thirty (30) day
period following the Employee's termination by giving
written notice thereof ("Put Notice") to the Company
specifying the amount of shares (up to the maximum
referred to above) of Common Stock the Employee
wishes to sell to the Company (the "Put Securities").
The date of exercise of the Employee's Put shall be
the date of the Put Notice.
(2) Within 30 days following receipt of the
Put Notice, the Company shall deliver to the Employee
a notice (the "Company Notice") stating the purchase
price per share of the Put Securities determined in
accordance with clause (4) hereof and a date and
place for closing of the purchase (the
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"Put Closing"), which date shall be within ninety
(90) days after the date the Company receives the Put
Notice or, in the event an appraiser is hired
pursuant to clause (4) hereof, within ninety (90)
days after receipt of such appraiser's determination
of the purchase price of the Put Securities.
(3) At the Put Closing, the Company shall
pay to the Employee the purchase price of the Put
Securities by check or wire transfer. At such Put
Closing, the Employee shall execute and deliver to
the Company such stock powers and such other
instruments of transfer as counsel for the Company
deems necessary to validly and effectively transfer
title to the Put Securities to the Company, free and
clear of any lien, claim or encumbrance.
(4) The purchase price per share of the Put
Securities shall be the Fair Market Value (as defined
in Section 5(d) above) of the Common Stock on the
date of exercise of the Employee's Put. In the event
that such Fair Market Value was determined by the
Compensation Committee as described in Section
5(d)(iii) above, the Employee shall have the right to
disagree with such determination and elect, within
ten (10) days of receipt of the Company Notice, to
have the Company select a recognized business
appraiser to calculate the purchase price of the Put
Securities which shall be the fair market value
thereof. The determination of the purchase price by
such appraiser will be binding on both parties. All
costs and expenses of the appraisal, including,
without limitation, all fees of the appraiser, shall
be borne by the Company.
(c) Payments Limited. Notwithstanding anything to the contrary
expressed or implied herein, except as required by applicable law and
except as set forth in Sections 8(a) and (b) above, neither the Company
nor any of its affiliates shall be obligated to make any payments to
the Employee or on his behalf of whatever kind or nature by reason of
the Employee's cessation of employment (including, without limitation,
by reason of termination of the Employee's employment by the Company
for Cause, Without Cause or otherwise), other than (i) such amounts, if
any, of his Salary as shall have accrued and remained unpaid as of the
date of said cessation and (ii) such other amounts, if any, which may
be then otherwise payable to the Employee pursuant to the terms of the
Company's benefits plans or pursuant to clause (v) of Section 5(a)
above.
(d) Interest. No interest shall accrue on or be paid with
respect to any portion of any payments under this Section 8.
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9. Non-Assignability.
(a) Neither this Agreement nor any right or interest
hereunder shall be assignable by the Employee or his
beneficiaries or legal representatives without the Company's prior
written consent; provided, however, that nothing in this Section 9(a)
shall preclude the Employee from designating a beneficiary to receive
any benefit payable hereunder upon his death or incapacity. This
Agreement may not be assigned by the Company except with the Employee's
prior written consent, provided, however, that the Company may assign
this Agreement to an affiliate of the Company with the financial
resources to fulfill the Company's obligations hereunder.
(b) Except as required by law, no right to receive payments
under this Agreement shall be subject to anticipation, commutation,
alienation, sale, assignment, encumbrance, charge, pledge, or
hypothecation or to exclusion, attachment, levy or similar process or
to assignment by operation of law, and any attempt, voluntary or
involuntary, to effect any such action shall be null, void and of no
effect.
10. Restrictive Covenants.
(a) Competition. During the Employment Term and, in the event
the Employee's employment is terminated, during the period (the
"Applicable Continuation Period") following such termination and
continuing until (i) the last payment is made to the Employee pursuant
to Section 8(a) or (b) hereof, as the case may be, or (ii) in the case
of a termination of the Employee's employment pursuant to Section
7(a)(iii) or (vi) hereof, the first anniversary of the date of such
termination, the Employee will not directly or indirectly (as a
director, officer, executive employee, manager, consultant, independent
contractor, advisor or otherwise) engage in competition with, or own
any interest in, perform any services for, participate in or be
connected with any business or organization which engages in
competition with any of the Companies within the meaning of Section
10(d), provided, however, that the provisions of this Section 10(a)
shall not be deemed to prohibit the Employee's ownership of not more
than two percent (2%) of the total shares of all classes of stock
outstanding of any publicly held company, or ownership, whether through
direct or indirect stock holdings or otherwise, of not more than one
percent (1%) of any other business.
(b) Non-Solicitation. During the Employment Term and during
the Applicable Continuation Period, the Employee will not directly or
indirectly induce or attempt to induce any employee of any of the
Companies to leave the employ of the Company or such subsidiary or
affiliate, or in any way interfere with the relationship between any of
the Companies and any employee thereof.
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(c) Non-Interference. During the Employment Term and during
the Applicable Continuation Period, the Employee will not directly or
indirectly hire, engage, send any work to, place orders with, or in any
manner be associated with any supplier, contractor, subcontractor or
other business relation of any of the Companies if such action by him
would have an adverse effect on the business, assets or financial
condition of any of the Companies, or materially interfere with the
relationship between any such person or entity and any of the
Companies.
(d) Certain Definitions.
(i) For purposes of this Section 10, a person or
entity (including, without limitation, the Employee) shall be deemed to
be a competitor of one or more of the Companies, or a person or entity
(including, without limitation, the Employee) shall be deemed to be
engaging in competition with one or more of the Companies, if such
person or entity conducts, or, to the knowledge of the Employee, plans
to conduct, the Specified Business (as hereinafter defined) as a
significant portion of its business in any of the markets served by the
Companies or, in the case of a person or entity pursuing a business
strategy of providing telecommunications infrastructure services
anywhere in the continental United States.
(ii) For purposes of this Agreement, "Specified
Business" means (A) providing outsourced telecommunications
infrastructure services to local or long distance telecommunications
providers or engaging in any business conducted by the Company at the
time of termination of the Employee's employment with the Company or
(B) conducting, operating, carrying out or engaging in the business of
managing any entity described in clause (A).
(e) Certain Representations of the Employee. In connection
with the foregoing provisions of this Section 10, the Employee
represents that his experience, capabilities and circumstances are such
that such provisions will not prevent him from earning a livelihood.
The Employee further agrees that the limitations set forth in this
Section 10 (including, without limitation, time and territorial
limitations) are reasonable and properly required for the adequate
protection of the current and future businesses of the Companies. It is
understood and agreed that the covenants made by the Employee in this
Section 10 (and in Section 6 hereof) shall survive the expiration or
termination of this Agreement.
(f) Injunctive Relief. The Employee acknowledges and agrees
that a remedy at law for any breach or threatened breach of the
provisions of Section 10 hereof would be inadequate and, therefore,
agrees that the Company and any of its subsidiaries or affiliates shall
be entitled to seek injunctive relief in addition to any other
available rights and remedies in cases of any such breach or threatened
breach; provided, however, that nothing contained herein shall be
construed as prohibiting the Company or any of its
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affiliates from pursuing any other rights and remedies available for
any such breach or threatened breach.
11. Binding Effect. Without limiting or diminishing the effect
of Section 9 hereof, this Agreement shall inure to the benefit of and be binding
upon the parties hereto and their respective heirs, successors, legal
representatives and assigns.
12. Notices. All notices which are required or may be given
pursuant to the terms of this Agreement shall be in writing and shall be
sufficient in all respects if given in writing and (i) delivered personally,
(ii) mailed by certified or registered mail, return receipt requested and
postage prepaid, (iii) sent via a nationally recognized overnight courier or
(iv) sent via facsimile confirmed in writing to the recipient, if to the Company
at the Company's principal place of business, and if to the Employee, at his
home address most recently filed with the Company, or to such other address or
addresses as either party shall have designated in writing to the other party
hereto, provided, however, that any notice sent by certified or registered mail
shall be deemed delivered on the date of delivery as evidenced by the return
receipt.
13. Law Governing. This Agreement shall be governed
by and construed in accordance with the laws of the State of New
York.
14. Severability. The Employee agrees that in the event that
any court of competent jurisdiction shall finally hold that any provision of
Section 6 or 10 hereof is void or constitutes an unreasonable restriction
against the Employee, the provisions of such Section 6 or 10 shall not be
rendered void but shall apply with respect to such extent as such court may
judicially determine constitutes a reasonable restriction under the
circumstances. If any part of this Agreement other than Section 6 or 10 is held
by a court of competent jurisdiction to be invalid, illegible or incapable of
being enforced in whole or in part by reason of any rule of law or public
policy, such part shall be deemed to be severed from the remainder of this
Agreement for the purpose only of the particular legal proceedings in question
and all other covenants and provisions of this Agreement shall in every other
respect continue in full force and effect and no covenant or provision shall be
deemed dependent upon any other covenant or provision.
15. Waiver. Failure to insist upon strict compliance with any
of the terms, covenants or conditions hereof shall not be deemed a waiver of
such term, covenant or condition, nor shall any waiver or relinquishment of any
right or power hereunder at any one or more times be deemed a waiver or
relinquishment of such right or power at any other time or times.
16. Entire Agreement; Modifications. This Agreement
constitutes the entire and final expression of the agreement of the parties with
respect to the subject matter hereof and supersedes all prior agreements, oral
and written, between the parties hereto with respect to the subject matter
hereof. This Agreement may be modified or amended only by an instrument in
writing signed by both parties hereto.
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17. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Company and the Employee have duly
executed and delivered this Agreement as of the day and year first above
written.
LEXENT INC.
By: /s/ Xxxxx X'Xxxx
--------------------------------------
Name:
Title:
/s/ Xxxxxx X. XxXxx, Xx.
--------------------------------------
Xxxxxx X. XxXxx, Xx.
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