EXHIBIT 10.13 SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement ("Agreement") is dated September __,
1998 between FACTORY CARD OUTLET CORP., a Delaware corporation (the "Company"),
and XXXXXXX X. XXXXXXX ("Executive").
RECITALS
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The Company and Executive desire to provide an orderly and amicable
arrangement with respect to the cessation of Executive's employment as President
and Chief Executive Officer and service as a director of the Company, and to
resolve claims between the parties relating to his employment, the cessation of
his employment, the Employment Agreement dated as of April 10, 1995 (the
"Employment Agreement") between the Company and Executive (a copy of which is
attached to this Agreement as Exhibit A), and otherwise.
AGREEMENT
---------
In consideration of the foregoing recitals, the agreements set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Company and Executive agree as follows:
1. Resignation.
(a) Executive confirms his resignation as of May 22, 1998 (the
"Separation Date") as President and Chief Executive Officer of the Company, as a
director of the Company, as a director and officer of each subsidiary of the
Company for which Executive served in such capacity, and of any other position
or office with respect to the Company or any of its subsidiaries, including as a
legal representative or trustee of any employee benefit plan or trust of the
Company or any of its subsidiaries. Executive waives any and all right to
perform services in any capacity, including that of an employee, independent
contractor or otherwise, for the Company or any its subsidiaries.
(b) As a result of his voluntary resignation and the cessation of his
employment, effective on the Separation Date, Executive ceased to perform any
duties or be entitled to or eligible for any compensation or benefits except as
expressly provided in this Agreement (which compensation and benefits are
enhancements provided in lieu of any other compensation and benefits to which he
would otherwise be entitled pursuant to the Employment Agreement or otherwise).
As outlined below, the Company offers and Executive accepts a special separation
and severance package.
2. Special Separation and Severance Package.
(a) The Company will pay to Executive no later than five business days
after the date of this Agreement $24,615.40, representing four weeks unused
vacation time accrued by Executive through the Separation Date.
(b) The Company will reimburse Executive for any unreimbursed
reasonable business expenses incurred and paid for by Executive prior to the
Separation Date consistent with the Company's policies in effect with respect to
travel, entertainment and other business expenses, and upon Executive's
providing to the Company reasonably acceptable documentation of such expenses
within 90 days after the Separation Date.
(c) Subject to Sections 2(e) and 14, the Company will pay to
Executive, on each regular bi-weekly payroll date during the 12-calendar month
period beginning on June 1, 1998 (the "Severance
Period"), an amount equal to $12,307.70. Executive acknowledges his receipt of
all of amounts payable pursuant to this Section 2(c) through and including the
Company's September 18, 1998 payroll date.
(d) Subject to Sections 2(e) and 14, if Executive would have otherwise
been entitled to receive a performance-based bonus for the fiscal year ending
January 30, 1999, Executive shall receive a lump-sum payment equal to the amount
(if any) that would be payable based upon the extent of the Company's
achievement of the performance targets heretofore established under the
Company's Management Incentive Plan for such fiscal year and assuming that
Executive were to have remained continuously employed by the Company until the
date such bonuses are paid. Such amount shall be paid to Executive concurrently
with the Company's payment of the annual bonus (if any) for such fiscal year to
other participants in the Management Incentive Plan.
(e) If, during any calendar month of the Severance Period, Executive
performs services as an employee, officer, consultant or independent contractor
("Services") of or to any company, entity or person other than the Company or
any of its subsidiaries (a "New Employer") for which Services Executive receives
or becomes entitled to receive any payments or other compensation (whether
monetary or nonmonetary, vested or subject to any forfeiture condition,
contingent or non-contingent, or current or deferred) ("New Compensation"), (i)
Executive shall within no more than five business days after the end of such
month notify the Company in writing of the nature, amount and payor of such New
Compensation received or to be received by Executive (including without
limitation the information specified in the form of certificate attached to this
Agreement as Exhibit B) and (ii) the amounts otherwise payable by the Company
pursuant to Sections 2(c) or 2(d) shall be reduced (but not below zero) by the
aggregate fair market value of all such New Compensation paid or payable to
Executive. In addition, Executive shall, no more than five business days after
the end of the Severance Period, deliver to the Company a certificate in the
form attached as Exhibit B to this Agreement. To the extent that Executive shall
have received or become entitled to receive New Compensation in respect of
Services performed during the Severance Period which New Compensation is, by
reason of Executive's failure to give timely notice as required by this Section,
not offset against amounts otherwise payable to Executive pursuant to Sections
2(c) or 2(d), the Company shall be entitled to recover from Executive an amount
equal to the fair market value of such New Compensation, together with (i)
interest on such amount at a rate equal to the prime lending rate (as announced
from time to time in The Wall Street Journal) plus 200 basis points or, if
lower, the highest interest rate permitted by applicable law and (ii) all
reasonable attorneys' fees and expenses incurred by the Company in recovering
such amount.
3. Executive Benefits.
(a) To the extent that any stock option granted to Executive by the
Company had become exercisable as of the Separation Date, Executive shall be
entitled to exercise such option during the first 90 days after the Separation
Date, but in no event after the expiration of the term of such option. Effective
as of the Separation Date, Executive shall not (i) be entitled to exercise any
stock option to the extent that such option had not become exercisable as of the
Separation Date or (ii) eligible to be granted any additional stock options.
(b) Subject to Sections 3(f) and 14, the Company shall continue
Executive's health insurance coverage (as in effect immediately prior to the
Separation Date) until the earlier of (i) the end of the Severance Period or
(ii) the first date on which Executive becomes covered under any other group
health plan (as an employee or otherwise) which does not contain any exclusion
or limitation with respect to any preexisting condition of Executive; provided
that Executive shall pay the Company on a monthly basis the portion of the
periodic cost of such continued coverage equal to the dollar amount of such
periodic cost that was payable by Executive immediately prior to the Separation
Date. As and to the extent provided by the Consolidated Omnibus Budget
Reconciliation Act of 1985 ("COBRA"), Executive will be eligible to continue his
health insurance benefits at his own expense for up to 18 months following the
end of Severance Period
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and, later, to convert such benefits to an individual policy. Executive will be
provided with a separate notice of his COBRA rights.
(c) Subject to Sections 3(f) and 14, the Company shall continue
Executive's life insurance and accidental death and dismemberment insurance
(ADD) coverage during the first 12 months after the Separation Date as such
coverage was in effect immediately prior to the Separation Date; provided that
Executive shall pay the Company on a monthly basis the portion of the periodic
cost of each provision of such continued coverage equal to the dollar amount of
the periodic cost of such provision that was payable by Executive immediately
prior to the Separation Date.
(d) In lieu of continued long-term disability insurance ("LTD")
coverage, the Company shall within five business days after the date of this
Agreement pay to Executive $2,073.60, which amount represents 200% of the
Company's good-faith estimate of the portion of the Company's aggregate annual
premium cost for its LTD policy that is attributable to Executive's LTD coverage
as in effect immediately prior to the Separation Date.
(e) Subject to Section 14, the Company shall continue to pay to
Executive a car allowance during the Severance Period in the amount of $803.75
per month.
(f) Except as expressly provided in this Agreement or in an employee
benefit plan of the Company, Executive shall not be entitled to receive any
severance payments or any other benefits or compensation from the Company.
(g) Nothing in this Agreement shall preclude the Company from amending
or terminating any employee benefit plan, program or practice at any time in
compliance with applicable law.
4. Restrictive Covenants. Executive acknowledges and affirms his
continuing obligations under Section 14 of the Employment Agreement, including
without limitation his obligations with respect to competitive employment and
the solicitation of employees, suppliers or customers of the Company and
acknowledges that such obligations continue in accordance with their terms after
the Separation Date. Executive shall, during the Restriction Period (as defined
in the Employment Agreement), notify the Company in writing before he obtains
employment with or performs services for any Competitive Business (as defined in
the Employment Agreement). If Executive engages in such competitive activity
without first obtaining the Company's express prior written consent, the
Company's obligation to pay Executive any amounts pursuant to Sections 2(c) or
2(d) shall immediately terminate and the Company shall be entitled to recover
from Executive all amounts paid pursuant to such Sections on or after the first
date on which Executive engages in such competitive activity. The Company will
not seek to recover any amounts or benefits provided to Executive prior to his
engagement in competitive activity, but the Company's remedies for Executive's
breach of the Employment Agreement, including but not limited to injunctive
relief, are not otherwise limited.
5. Confidentiality. Executive acknowledges and affirms his continuing
obligations under Section 13 of the Employment Agreement, including without
limitation his obligations with respect to trade secrets and other confidential
information pertaining to the business of the Company and its subsidiaries and
acknowledges that such obligations continue in accordance with their terms after
the Separation Date.
6. Remedies. Executive acknowledges that the services rendered by him
are of a special, unique and extraordinary character, and that any violation of
this Agreement would be likely to be highly injurious to the Company or its
successors in interest with respect to the resulting disruption in their
management. By reason of the foregoing, if, during the term of this Agreement
Executive violates any provisions of Sections 4 or 5, the Company or its
successors in interest shall be entitled, in addition to any other remedies that
they may have, including money damages, to an injunction to be issued by a court
of competent jurisdiction, restraining him from committing or continuing any
violation of this Agreement.
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If, at any time, Executive violates, to any material extent, any of the
covenants or agreements set forth in Sections 4 or 5, the Company shall have the
right to immediately terminate all of its obligations to make any further
payments under Section 2.
7. Releases and Covenants Not To Xxx.
(a) Executive, for himself, his legal representatives, assigns, heirs,
distributees, devisees, legatees, administrators, personal representatives and
executors (collectively, the "Executive Releasing Parties"), releases and
forever discharges the Company, its present or past subsidiaries and affiliates,
and their respective successors and assigns, and their respective present or
past officers, trustees, directors, shareholders, employees and agents of each
of them (collectively, the "Executive Released Parties"), from any and all
claims, demands, actions, liabilities and other claims for relief and
remuneration whatsoever (including without limitation attorneys' fees and
expenses), whether known or unknown, absolute, contingent or otherwise (each, a
"Claim"), arising or which could have arisen up to and including the date of his
execution of this Agreement, including without limitation those arising out of
or relating to Executive's employment or cessation and termination of
employment, the Employment Agreement or any other written or oral agreement, any
change in Executive's employment status, any benefits or compensation, any
tortious injury, breach of contract, wrongful discharge (including any claim for
constructive discharge), infliction of emotional distress, slander, libel or
defamation of character, and any Claims arising under Title VII of the Civil
Rights Act of 1964 (as amended by the Civil Rights Act of 1991), the Americans
With Disabilities Act, the Rehabilitation Act of 1973, the Equal Pay Act, the
Fair Labor Standards Act, the Older Workers Benefits Protection Act, the Age
Discrimination in Employment Act, the Illinois Human Rights Act, the Illinois
Wage Payment and Collection Act, the Employee Retirement Income Security Act of
1974, or any other federal, state or local statute, law, ordinance, regulation,
rule or executive order, any tort or contract claims, and any of the claims,
matters and issues which could have been asserted by Executive against the
Company or its subsidiaries in any legal, administrative or other proceeding;
provided, however, that the foregoing release does not apply to (i) any Claim
under or based on this Agreement or (ii) any vested benefit Executive may have
as of the Separation Date under any applicable employee benefit plan of the
Company.
(b) Executive further agrees on behalf of himself and the Executive
Releasing Parties (i) not to assert any Claim against the Executive Released
Parties which Claim has been released pursuant to Section 7(a) and (ii) not to
file or commence any proceeding in any forum in respect of any such released
Claim. Executive agrees to indemnify and hold harmless each of the Executive
Released Parties in respect of any such Claim or proceeding. If Executive files
or commences any proceeding in respect of such Claim, Executive shall forfeit,
as of the date of the institution of such proceeding, any right to continue to
receive the compensation and benefits provided in Section 2, and Executive shall
forthwith return to the Company all payment and benefit amounts previously made
to him pursuant to this Agreement.
(c) The Company, for itself and each of its subsidiaries and their
respective assigns, and to the extent it is legally able to do so, for their
respective present or past officers, trustees, directors, shareholders,
employees and agents (in each case solely relating to the scope of their
employment or in their corporate capacities and to the extent such person is
making a claim on behalf of the Company) (the "Company Releasing Parties")
hereby releases and forever discharges Executive from any and all Claims arising
or which could have arisen up to and including the date of the execution of this
Agreement, out of or relating to Executive's employment, cessation of employment
or change in employment status, the termination of prior agreements with him, or
the performance of his duties on behalf of the Company; including any act,
omission, occurrence, or other matters related to such employment, and any of
the claims, matters and issues which could have been asserted by the Company
against Executive in any legal, administrative, or other proceeding; provided,
however, that the foregoing release does not apply to (i) any Claim under or
based on this Agreement, (ii) any act or omission involving fraud; an
intentional tort; willful, reckless or grossly negligent misconduct; criminal
activity; or the receipt by Executive, directly or indirectly, of any financial
or other
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personal benefit to which he is not entitled, or (iii) any obligation of
Executive with respect to Sections 13 or 14 of the Employment Agreement.
(d) The Company further agrees on behalf of itself and the Company
Releasing Parties (i) not to assert any Claim against Executive which Claim has
been released pursuant to Section 7(c) and (ii) not to file or commence any
proceeding in any forum in respect of any such released Claim. The Company
agrees to indemnify and hold harmless Executive in respect of any such Claim or
proceeding.
8. No Charges or Complaints Filed. Executive represents that he has not
filed any complaints or charges against the Company with any local, state or
federal agency or court. If any such complaint or charge was filed on his
behalf, Executive shall take all reasonable steps necessary to effectuate
withdrawal of such complaint or charge.
9. No Liability Admitted. Executive and the Company acknowledge that
neither execution of this Agreement nor performance of its terms shall
constitute an admission by Executive or the Company of any wrongdoing in
connection with any matter, including (without limitation) the matters set forth
in Section 7.
10. No Detrimental Communications.
(a) Executive will not disclose or cause to be disclosed any negative,
adverse or derogatory comments or information about the Company, about any
product or service provided by the Company, or about the Company's prospects for
the future, except as may be required by legal process.
(b) The Company will not disclose or cause to be disclosed any
negative, adverse or derogatory comments or information about Executive, except
as may be required by legal process; provided, however, that the Company may (i)
provide factual information regarding the beginning and ending dates of
Executive's employment by the Company and the positions which he held during
such employment and (ii) make all disclosures which, based on the advice of
legal counsel, the Company reasonably believes to be required by securities or
other law.
11. Further Assistance. For a period of three years after the Separation
Date, Executive shall from time to time provide the Company with such assistance
and cooperation as the Company may from time to time request in connection with
any investigation, claim, dispute, judicial, legislative, administrative or
arbitral proceeding, or litigation (any of the foregoing, a "Proceeding")
arising out of matters within the knowledge of Executive and related to his
position as an employee or director of the Company. Such assistance and
cooperation shall include providing information, declarations or statements to
the Company, meeting with attorneys or other representatives of the Company, and
preparing for and giving truthful testimony in connection with any Proceeding or
related deposition. In any such instance, Executive shall provide such
assistance and cooperation at times and in places mutually convenient for the
Company and Executive and which do not unreasonably interfere with Executive's
business or personal activities. The Company shall (i) pay Executive's
reasonable out-of-pocket costs and expenses in connection with such assistance
and cooperation, whenever provided, and (ii) if after the end of the Severance
Period, the Company shall require Executive to provide more than three days of
assistance or cooperation pursuant to this Section during any calendar month,
the Company shall pay Executive a consulting fee equal to $1,200 for each such
day in excess of three days; provided that clause (ii) of this sentence shall
not apply to any assistance or cooperation provided by Executive pursuant to
this Section during the Severance Period or to any testimony provided by
Executive at any time pursuant to this Section in connection with any Proceeding
or related deposition.
12. Confidentiality. Executive shall keep confidential the existence of
this Agreement, as well as all of its terms and conditions, and shall not
disclose the existence, terms or conditions of this Agreement to any Person
except to his attorney, accountant, and members of his immediate family who have
agreed to keep
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confidential the existence, terms and conditions of this Agreement; and except
that Executive may inform any prospective employer that the reason for his
separation from employment with the Company was to pursue other opportunities.
In the event that Executive believes he is compelled by law to divulge the
existence, terms or conditions of this Agreement, he will notify the Company in
writing of the basis for that belief before actually divulging the information,
in order to permit the Company to take steps to protect its interests. Executive
will cooperate with the Company in all reasonable respects to permit the Company
to oppose such disclosure. Executive represents that, as of the date of this
Agreement, he has not disclosed the existence, terms or conditions of this
Agreement, except as permitted by this Section. The Company shall not disclose
the existence, terms or conditions of this Agreement, except to the extent
necessary to further the Company's legitimate business interests or as may be
required by legal process or by applicable law, rule or regulation.
13. Voluntary Agreement. Executive acknowledges and represents that he
(i) has read this Agreement, (ii) has consulted with legal counsel prior to
executing this Agreement, (iii) understands the legal effect and binding nature
of this Agreement; and (iv) is acting voluntarily and with full knowledge of his
actions in executing this Agreement. Further, Executive acknowledges that he
has been given at least 21 days to fully consider entering into this Agreement
before its execution.
14. Revocation. This Agreement may be revoked by Executive within the
first seven days after his execution of this Agreement, in which case this
Agreement shall not become effective or enforceable and all terms of this
Agreement shall become null and void. Notwithstanding any provision of this
Agreement to the contrary, Executive shall in no event be entitled to any
payment pursuant to Sections 2(c) or (d) before the expiration of such seven-day
revocation period. If not revoked during this seven-day revocation period, this
Agreement shall remain in full force and effect.
15. Legal Fees. The Company shall reimburse the Executive for the fees
and expenses (not in excess of $5,000) incurred by him for legal services
performed on or prior to the date of this Agreement in connection with the
negotiation and execution of this Agreement.
16. Governing Law; Disputes. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Illinois,
without giving effect to its conflict or choice of law provisions. Any action
brought to enforce this Agreement may be brought in a state or federal court of
competent jurisdiction located in DuPage County, Illinois. Executive submits to
the jurisdiction of any state court located in DuPage County, Illinois or any
federal court located in the Northern District of Illinois and waives the
defense of an inconvenient forum to the maintenance of any action in such
jurisdiction. Each party agrees that, if any action is brought to enforce this
Agreement in a state court outside of DuPage County, Illinois or any federal
court outside of the Northern District of Illinois, such party consents to a
transfer to a state court located in DuPage County, Illinois or a federal court
located in the Northern District of Illinois, and will accept service of process
and other papers by any method permitted by the rules of the court to which such
action is transferred.
17. Notices. For purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
delivered personally, sent by certified, registered or express mail, postage
prepaid, or by overnight delivery service and shall be deemed to have been duly
given when delivered or three days after mailing (in the case of communications
sent by mail), as follows:
If to the Company:
Factory Card Outlet Corp.
0000 Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
Attention: Chairman of the Board
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with a copy to:
Xxxxxxxxxxxx Xxxx & Xxxxxxxxx
0000 Xxxxx Xxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxx X. Xxxxx, Esq.
If to Executive:
Xxxxxxx X. Xxxxxxx
0000 X. Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxx 00000
with a copy to:
Xxxxxx Xxxxxx & Zavis
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxxx, Esq.
Notice may also be given at 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.
18. Waiver. No provision of this Agreement may be modified, waived or
discharged unless such waiver, modification or discharge is agreed to in writing
signed by Executive and the Company. No waiver by either party hereto at any
time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time.
19. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed shall be deemed to be an original
but both of which together will constitute one and the same instrument.
20. Withholding. The Company shall withhold from all benefits and other
amounts due or otherwise payable to Executive hereunder in order to comply with
any federal, state, local or other income or other tax laws requiring
withholding with respect to compensation and benefits provided to Executive
pursuant to this Agreement, or to comply with any personal or voluntary
deduction, including without limitation the employee contribution for any
insurance plan in which Executive participates, or other deductions authorized
by law or that have been requested by Executive during the course of his
employment.
21. Non-Admission. Nothing contained in this Agreement, nor any actions
taken by any party hereto in connection herewith, shall constitute, be construed
as, or be deemed to be, an admission of fault, liability, or wrongdoing of any
kind whatsoever on the part of any party hereto. The Company asserts that at
all times its treatment of Executive is, was and has been fully consistent with
the requirements of the law and the Company's policies and Executive
acknowledges the Company's assertion.
22. Validity. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction or other authority to be
invalid, void or unenforceable, the remainder of the terms, covenants and
restrictions of this Agreement shall remain in full force and effect and in no
way shall affect, impair or invalidate this Agreement. If any court determines
that any provision of Section 4 of this Agreement or Section 14 of the
Employment Agreement is unenforceable because of the duration or geographical
scope of
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such provision, such court shall have the power to reduce the duration or scope
of such provision, as the case may be, and, in its reduced form, such provision
shall then be enforceable.
23. Entire Agreement. Except as otherwise expressly provided in this
Agreement, this Agreement contains the entire agreement between the parties
hereto with respect to the transactions contemplated hereby and supersedes all
previous oral and written agreements and all prior or contemporaneous oral
negotiations, commitments and understandings. Neither party has made, and
neither party has relied upon, any representation or warranty in connection with
this Agreement except as expressly set forth herein.
24. Assignment of Interests. Executive warrants that he has not assigned,
transferred or purported to assign or transfer any claim of Executive against
the Company.
25. Representations. Each party represents that (a) prior to executing
this Agreement, it had the opportunity to review this Agreement with counsel of
its choice, (b) it has read this Agreement, knows its contents, and understands
that its terms are legally binding, (c) it has entered into this Agreement
voluntarily and has not been pressured or coerced in any way into signing this
Agreement.
26. Sections. Except where otherwise indicated by the context, any
reference to a "Section" shall be to a section of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
first date set forth above.
FACTORY CARD OUTLET CORP.
By:_____________________________
Xxxxxxx X. Xxxxx
Chairman of the Board, President
and Chief Executive Officer
EXECUTIVE:
________________________________
Xxxxxxx X. Xxxxxxx
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Exhibit A
[copy of Employment Agreement to be attached here]
Exhibit B
CERTIFICATE
I, Xxxxxxx X. Xxxxxxx, hereby certify and represent as follows to Factory
Card Outlet Corp. (the "Company") pursuant to Section 2(e) of the Separation and
Release Agreement dated as of September __, 1998 (the "Separation Agreement")
between me and the Company:
Check one of the following:
____ During the Severance Period (as defined in the Separation Agreement), I
did not perform any services as an employee, officer, consultant or independent
contractor of any company, entity or person (other than the Company or its
subsidiaries) for which services I did receive or was entitled to receive any
payment or other compensation.
OR
____ During the Severance Period, I did perform services as an employee,
officer, consultant or independent contractor of or to any company, entity or
person or company and, by reason of such services, received or became entitled
to receive payments or other compensation (whether monetary or non-monetary,
current or deferred, contingent or non-contingent, or vested or subject to any
forfeiture condition) as follows:
Aggregate amount of cash compensation
(before deductions or withholding): _____________________________________
Description of non-cash compensation: _____________________________________
Description of any contingencies
or vesting conditions: _____________________________________
Period during which services performed: _____________________________________
Company, person or entity for whom
services performed: _____________________________________
(Attach additional pages if necessary.)
* * * *
All of the information set forth above is true, correct and complete.
Dated: ________________, 199_ _____________________________________
Xxxxxxx X. Xxxxxxx
B - 1
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INDIVIDUAL ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS.
COUNTY OF DUPAGE )
On the _____ day of _______________, 199__, before me personally appeared
Xxxxxxx X. Xxxxxxx, known to me or proved to me on the basis of satisfactory
evidence to be the individual described in and who acknowledged the foregoing
instrument and swore and acknowledged that he executed the same as his free act
and deed.
________________________________________________
Notary Public
My commission expires __________________________
B-2
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