EXHIBIT 10.43
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered on March 22,2007, by and betweenProxyMed, Inc.,a Florida corporation,d/b/a MedAvant Healthcare Solutions(the "Company"), andPeter E. Fleming, III (“Executive”).
WHEREAS, upon the terms and subject to the conditions of this Agreement, the Companydesires to employ the Executive, and Executive is willing to accept such employment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forthhereinafter and other good and valuable considerations, the receipt and sufficiency of which are herebyacknowledged, the Company and the Executive intending to be legally bound agree as follows:
1. Term. The initial term of the Agreement shall commence on March 26, 2007, (the “EffectiveDate”), and shall continue for three (3) years and shall be automatically renewed from year to yearthereafter (hereafter, the initial term and any renewals thereof shall constitute the “Term”), unless eitherparty provides the other party with notice of its intent not to renew this Agreement not less than ninety(90) days nor more than 120 days prior to the expiration of the then-current term or unless thisAgreement is earlier terminated in accordance with its terms.
2. Position; Duties; Loyalty.
a)Position. Executive will be employed by Company and shall render service to Companyas itsGENERAL COUNSEL, reporting to the Chief Executive Officer or their designees, pursuant tothe terms, provisions and conditions hereinafter set forth.
b)Location. The location as to where the Executive’s duties are to be performed will bedetermined at the reasonable discretion of the Company.
c)Duties. Executive shall be employed by Company on a full-time, exclusive basis.Executive will be required to travel on business, as is customary and usual for Executive’s position.Executive shall perform such duties and have such authority and responsibilities customarilyaccompanying his/her position and as reasonably directed by the Chief Executive Officer of theCompany consistent with the Executive's position. Executive shall perform the duties and have theauthority and responsibilities customarily accompanying those of GENERAL COUNSEL of a publiccompany, including without limitations, those prescribed b y the Company’s By-laws or as may beassigned to the Executive from time to time by the Company’s Board of Directors.
d)Loyalty. Executive shall devote the full working time required for Executive’s positionand shall give Executive’s best efforts to the business of the Company and to the performance of theduties and obligations described in this Agreement. Except as maybe authorized in writing by the ChiefExecutive Officer of the Company, Executive shall not, directly or indirectly, alone, or as a partner,officer, director or shareholder of any other institution, be engaged in any other commercial activitieswhatsoever, or continue or assume any other corporate affiliations except for (i) an Affiliate; (ii) passiveinvestments; and (iii) minimal time utilized for business activities that do no t compete with the businessof the Company or its subsidiaries. As used herein, the term “Affiliate” shall refer to any entity that isowned or controlled by, under common ownership or control with, or which owns or controls theCompany or any of its subsidiaries, now or in the future.
3. Compensation and Expenses.
a)Salary. In consideration for the services rendered by the Executive under thisAgreement, Company shall pay the Executive a monthly base salary of$18,750.00 per month (“BaseSalary”) in accordance with the Company's customary payroll practices. Executive performance reviews(with or without a wage increase) will be conducted at least annually or as otherwise agreed to by theparties in writing. The Company shall adjust Executive’s Base Salary for any wage increases approvedin writing by the Board of Directors or its Compensation Committee in its sole discretion. As usedherein, the term “Base Compens ation” shall refer collectively to (i) Executive’s Base Salary, adjusted forany wage increases, (ii) the Options (as defined in Section 3(b)), (iii) future options granted pursuant toany Stock Option Plans (as defined in Section 3(b)), (iv) any Bonuses, (v) any bonuses to whichExecutive may be entitled pursuant to any Bonus Plan, (vi) Vacation; and (vii) Benefits.
b)Bonus. The Executive shall be entitled to and may earn such bonuses (“Bonuses”) asmay be awarded from time to time by the Board of Directors of the Company, sitting as a whole or incommittee, in its sole discretion, including pursuant to any bonus plan (“Bonus Plan”) implemented bythe Company, and to participate in any stock option plans (“Stock Option Plans”) or other Bonus Planswhich the Company may now have or in the future develop and for which the Executive qualifies foreligibility under the terms of such plan.
c)Expenses. Company shall promptly pay or reimburse the Executive for all reasonablebusiness expenses actually incurred or paid by the Executive in the performance of Executive’s serviceshereunder in accordance with the policies and procedures of the Company, provided that Executiveproperly accounts therefore.
d)Tax Withholding. The Company shall have the right to deduct or withhold from allcompensation due Executive hereunder any and all sums required, including without limitation forFederal income, social security and Medicare taxes and all state and local taxes now applicable or thatmay be enacted and become applicable in the future.
4. Benefits.
a)Vacation. The Executive shall be entitled to a yearly vacation of four (4) weeks duringthe first year of this Agreement, and thereafter such additional time as may be provided by the Companyin writing in its then-current policies or otherwise, at full pay to be accrued and taken in accordance withthe Company’s policies in effect from time to time (“Vacation”). Vacation shall accrue ratably duringeach calendar year in accordance with Company policies. Vacation not taken in one calendar year maybe carried over to the following calendar year subject to any limitations set forth in the Company policiesin effect from time to time. Executive shall not be entitled to receive any additional compensation fromthe Company for Executive’s failure to take all of Executive’s granted vacation time. In the eventExecutive's employment is terminated pursuant to Section 5(b) below, any vacation time used but notearned at the time of termination shall be deducted from any monies owed to Executive.
b)Participation in Benefit Plans. Executive shall be eligible for and entitled to receive allother benefits and perquisites (“Benefits”) offered or extended to other senior executives of theCompany.
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5. Termination.
a)Involuntary Termination for Death or Disability. This Agreement shall terminateimmediately upon Executive’s death. The Company may terminate Executive’s employment with theCompany for Disability. For purposes of this Agreement, "Disability" is defined to mean the inability ofExecutive due to illness or physical or mental infirmity (as determined by a physician selected byExecutive and acceptable to the Company) to perform Executive’s duties hereunder on a full-time basisfor six (6) consecutive months with reasonable accommodation by the Company. Upon termination dueto death or Disability, Executive or Executive’s beneficiary or estate or legal representative shall beentitled to receive the amounts payable under Section 5(c).
b)Termination by Company For Cause. The Company may terminate Executive'semployment with the Company at any time “For Cause” effective immediately, unless stated otherwise inwriting, upon giving written notice thereof to Executive, which notice shall state with reasonablespecificity the facts supporting the termination “For Cause.” “For Cause” shall include the following:
(i) Conviction of, or pleading guilty to, a felony or any crime involving moralturpitude, fraud, dishonesty or theft or engaging in any act which is a violation of any law or regulationprotecting the rights of employees or;
(ii) Failure by Executive to satisfactorily perform the duties stated herein or tosubstantially perform such duties in accordance with any tasks, goals, and objectives as assigned fromtime to time by the Company in writing, if Executive has not corrected or remedied, or has notcommenced to correct or remedy, such unsatisfactorily or non-substantial performance of such specifiedduties within thirty (30) days (or such other time as may be provided in writing by the Company) ofExecutive’s actual receipt of such written notice; or
(iii) Executive’s gross negligence or willful misconduct relating to the Company thatis materially injurious to the Company; or
(iv) Executive’s excessive use of alcohol or illegal drugs that (A) interferes with theperformance of Executive’s duties hereunder; and (B) continues even after written warning regardingsuch excessive use is actually received by Executive; or
(v) Executive’s abandonment of his position or termination of this Agreement for“No Good Reason;” or
(vi) Any material breach by Executive of this Agreement or of any of the Company’sapplicable written policies then in effect, including without limitations, the Company’s Code of Ethicsfor Officers and Directors with written notice thereof by the Company, provided such notice is actuallyreceived by Executive and an appropriate period to cure such material breach, if such breach is curable,is given and has expired.
Upon the Company’s termination of this Agreement and Executive's employment For Cause, theExecutive shall be entitled to, and the Company shall pay the Executive the following “For CauseSeparation Pay”: the Executive’s Base Salary and benefits through the effective date of termination at theExecutive’s then current rate (including any applicable pro rated bonus and accrued vacation pay).Except as provided for herein or in any other written agreement, the Company shall have no otherliabilities or obligations to Executive upon payment in full of the For Cause Separation Pay.
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c)Termination by Company Without Cause. The Company may terminate “Without Cause”Executive’s employment with the Company or this Agreement at any time for any or no reason uponthirty (30) Days written notice. Such termination by Company shall be deemed to be “without cause” bythe Company. In the event of termination by the Company pursuant to this Section, Executive shallexecute a full and complete release of any and all claims against the Company in a form satisfactory tothe Company, in which event, for a period of six (6) months commencing from the effective date oftermination, the Executive shall be entitled to and shall receive, and the Compan y shall pay the following“Without Cause Separation Pay”: (i) An amount equal to Executive's Base Salary as of the date oftermination; plus (ii) a pro rata portion of any accrued vacation not already taken and of any bonus thatwould have been paid to Executive under any bonus plan which is adopted by the Company'sCompensation Committee or Board of Directors in such year if the Company and Executive had met thetargeted goals to the date of termination; plus (iii) the continuation for three (3) months from theeffective date of termination of all of Executive’s benefits including, without limitation, all insuranceplans, on the same terms and conditions as had been provided to Executive prior to the termination, all ofthe foregoing which shall be payable in accordance with the Company's customary payroll practices thenin effect, plus (iv) any unvested options shall be vested as of the date of termination.
d)Termination by Executive For Good Reason. Executive may terminate this Agreement for“Good Reason” by giving the Company thirty (30) days prior written notice (the “Notice Period”) to thateffect, specifically stating Executive’s Good Reason for terminating in sufficient detail to allow theCompany to respond effectively to the notice, with the termination becoming effective on the 31st dayafter such notice is actually received by the Company (the “Termination Date”), unless the Company atits option cures any alleged breach, if curable, on or before the Termination Date, or if the breach is notcapable of being cured within the Notice Period, Company made good faith efforts to cure any allegedbreach prior to the Termination Date. The stated Good Reason must be one or more of any of the reasonsdefined as a “Good Reason” herein. As used in this Agreement, a “Good Reason” means termination byExecutive only for any one or more of the following reasons:
(i) Any reduction of Executive’s then-current Base Salary without Executive’s priorwritten consent; or
(ii) Any material breach of this Agreement by the Company, not cured or in theprocess of being cured by the Company as provided herein after the Company receives not less than 30days prior written notice by the Executive.
An Executive’s termination for any of the foregoing Good Reasons shall be treated thesame as a termination “Without Cause” by the Company for purposes of calculating separation pay,entitling the Executive to the Without Cause Separation Pay set forth in Section 5(c).
e)Termination by Executive for No Good Reason. Executive may terminate thisAgreement for any reason (other than a Good Reason) or no reason at any time with not less than thirty(30) days prior written notice to the Company (such termination shall be called a termination for "NoGood Reason"). After the Company receives notice of a termination for No Good Reason, the Companymay by written notice to the Executive cause the effective date of any such termination to be acceleratedwithout causing such termination to be considered a termination by the Company Without Cause.Executive’s termination for No Good Reason shall be treated the same as a termination “For Cause” bythe Company for purposes of calculating separation pay, entitling the Executive to the For CauseSeparation Pay set forth in Section 5(b). For avoidance of doubt, a termination by Executive for anyreason that is also a Good Reason shall be treated as a termination by Executive for Good Reason as setforth in Section 5(d).
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f)Return of Company Property. Upon any termination of this Agreement, Executive shallimmediately return to the Company all property of the Company in Executive's possession, includingConfidential Information (as defined below). Executive acknowledges that the Company may withholdany compensation and benefits owed to Executive hereunder until all such property is returned in goodcondition, normal wear and tear excepted.
g)Change in Control. If, within ninety (90) days prior to a Change of Control, as defined inExecutive's Stock Option Agreement, the Agreement terminates for any reason (other than pursuant toSection 5(b) or (e) above), then, (i) any unvested options shall vest as of the date of the Change ofControl and shall remain vested and exercisable as specified in Executive's Stock Option Agreement, and(ii) Executive shall receive, and the Company shall pay the Executive, the “Without Cause SeparationPay” set forth in Section 5(c) above.
6. Covenants of Executive.
a) Executive agrees that during the Term of this Agreement and for one (1) year followingits expiration or termination for any or no reason, including without limitation, “For Cause”, “WithoutCause”, “For Good Reason”, or “No Good Reason”, Executive will not, directly or indirectly, without theprior written consent of the Company, induce or solicit any person employed or hereafter employed bythe Company to leave the employ of the Company, or solicit, recruit, hire or attempt to solicit, recruit orhire any person employed by the Company.
b) Executive agrees that for a period of two (2) years after the expiration or termination ofthis Agreement for any or no reason, including without limitation, “For Cause”, “Without Cause”, “ForGood Reason”, or “No Good Reason”, Executive will not, directly or indirectly, without the prior writtenconsent of the Company, solicit or attempt to solicit, divert or take away, or attempt to divert or takeaway, Customers or their laboratory business from the Company and/or the Company’s then-currentAffiliates. As used in the preceding sentence, the term “Customer” shall include, however known toExecutive as of the date of such termination or expiration, (i) any current end-user of the Company’s orits then-current Affiliates’ products or services, or any potential end-user thereof with whom theCompany or its then-current Affiliates have had contact with within the preceding six (6) months; (ii) anycurrent suppliers of the Company’s or its then-current Affiliates; and/or (iii) vendor of the Company orits then-current Affiliates or reseller of the Company or its then-current Affiliates; and/or (iv) theirAffiliates, successors or assigns.
c) Executive agrees and acknowledges that Executive will disclose promptly to theCompany every discovery, improvement and invention made, conceived or developed by Executiveduring the entire period of employment (whether or not during working hours) which discoveries,improvements or inventions are capable of use in any way in connection with the business of theCompany. To the fullest extent permitted by law, all such discoveries, inventions and improvements willbe deemed works made-for-hire. Executive grants and agrees to convey to Company or its nominee theentire right, title and interest, domestic and foreign, which Executive may have in such discoveries,improvements or inventions, or a lesser interest therein, at the op tion of Company. Executive furtheragrees to promptly, upon request, sign all applications for patents, copyrights, assignments and otherappropriate documents, and to perform all acts and to do all things necessary and appropriate to carry outthe intent of this section, whether or not Executive is still an employee of the Company at the time ofsuch requests.
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d) Executive agrees and acknowledges that the Confidential Information of the Company isvaluable, special and unique to its business, that such business depends on such ConfidentialInformation, and that the Company wishes to protect such Confidential Information by keeping itconfidential for the exclusive use and benefit of the Company. Based on the foregoing, Executive agreesto undertake the following obligations with respect to such Confidential Information:
(i) Executive agrees to keep any and all Confidential Information in trust for the useand benefit of the Company;
(ii) Executive agrees that, except as required by Executive's duties or authorized inwriting by the Company, Executive will not at any time during and for a period of three (3) years afterthe termination of Executive’s employment with the Company, disclose, directly or indirectly, anyConfidential Information of the Company to any third party; except as may be required by applicable lawor court order, in which case Executive shall promptly notify Company so as to allow it to seek aprotective order if it so elects;
(iii) Executive agrees to take all reasonable steps necessary, or reasonably requestedby the Company, to ensure that all Confidential Information of the Company is kept confidential for theuse and benefit of the Company and its subsidiaries; and
(iv) Executive agrees that, upon termination of Executive’s employment by theCompany or at any other time the Company may in writing so request, Executive will promptly deliver tothe Company all materials constituting Confidential Information (including all copies and derivativesthereof) that are in the possession of or under the control of Executive. Executive further agrees that, ifrequested by the Company to return any Confidential Information pursuant to this Subsection (iv),Executive will not make or retain any copy or extract from such materials.
For the purposes of this Section 6(d), "Confidential Information" means any and allinformation, including derivative works, developed by or for the Company or entrusted to the Companyin confidence by its customers, of which Executive gained knowledge by reason of Executive’semployment by the Company, which is not generally known in any industry in which the Company is ormay become engaged, but does not apply to information which is generally known to the public or thetrade, unless such knowledge results from an unauthorized disclosure by Executive. ConfidentialInformation includes, but is not limited to, any and all information developed by or for the Companyconcerning plans, marketing and sales methods, materials, pr ocesses, business forms, procedures, devicesused by the Company, its suppliers and customers with which the Company had dealt with prior toExecutive's termination of employment with the Company, plans for development of new products,services and expansion into new areas or markets, internal operations, and any trade secrets, proprietaryinformation of any type owned by the Company, together with all written, graphic and other materialsrelating to all or any part of the same. The Company will receive all materials, including, softwareprograms, source code, object code, specifications, documents, abstracts and summaries developed inconnection with Executive's employment. Executive acknowledges that the programs and documentationdeveloped in connection with Exe cutive's employment with the Company shall be the exclusive propertyof the Company, and that the Company shall retain all right, title and interest in such materials, includingwithout limitation patent and copyright interests. Nothing herein shall be construed as a license from theCompany to Executive to make, use, sell or copy any inventions, ideas, trade secrets, trademarks,copyrightable works or other intellectual property of the Company during the Term of this Agreement orsubsequent to its termination.
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e) Executive acknowledges that there is no general geographical restriction contained inthis Section 6 because the Company’s and/or Affiliates’ Customers are not confined to one geographicalarea or operate on a national level. Notwithstanding the foregoing, if a court of competent jurisdictionwere to determine that any of the foregoing covenants would be held to be unreasonable in time ordistance or scope, the time or distance or scope may be reduced by appropriate order of the court to thatdeemed reasonable.
f) Executive confirms that Executive is not bound by the terms of any agreement with anyprevious Company or other party which restricts in any way Executive’s use or disclosure of informationor Executive’s engagement in any business, except as Executive may disclose in a separate scheduleattached to this Agreement prior to Company’s and Executive’s execution of this Agreement. Further,Executive represents that Executive has delivered to the Company prior to executing this Agreement trueand complete copies of any agreements disclosed on such attached schedule. Executive represents to theCompany that Executive’s execution of this Agreement, employment with the Company and theperformance of Executive& #146;s proposed duties for the Company will not violate any obligations Executivemay have to any such previous Company or other party. In any work for the Company, Executive willnot disclose or make use of any information in violation of any agreements with or rights of any suchprevious Company or other party, and will not bring to the premises of the Company any copies or othertangible embodiments of non-public information belonging to or obtained from any such previousemployment or other party. In the event of breach of this subsection (f) Executive hereby agrees todefend, indemnify and hold harmless the Company, its officers, directors, employees, agents (the"Indemnified Parties") from any and all damages, suits, claims, liabilities, actions (individually andcollectively, the "Indemnity Event") arising or resulting from such breach. In the event of any IndemnityEvent, the Indemnified Parties shall provide Executive with timely written notice of same, and thereafterExecutive shall at its own expense defend, protect and hold harmless the applicable indemnified Partiesagainst said Indemnity Event. If the Executive should fail to so defend and/or indemnify and saveharmless the Indemnified Parties, then in such instance the Indemnified Parties shall have full rights todefend, pay or settle said Indemnity Event on their behalf without notice to Executive and with full rightsto recourse against Executive for all fees, costs, expenses and payments made or agreed to be paid todischarge said Indemnity Event.
g)Assistance in Litigation. Executive shall upon reasonable notice, furnish suchinformation and proper assistance to the Company as it may reasonably require in connection with anylitigation in which the Company is, or may become, a party either during or after Executive’semployment with the Company.
h)Injunctive Relief.
i) Executive acknowledges and agrees that the covenants and obligations containedin this Section 6 relate to special, unique and extraordinary matters and that a violation of any of theterms of this Section will cause the Company irreparable injury for which adequate remedies at law arenot available. Therefore, Executive agrees that the Company shall be entitled (without having to post abond or other surety) to an injunction, restraining order, or other equitable relief from any court ofcompetent jurisdiction, restraining the Executive from committing any violation of the covenants andobligations set forth in this Section 6.
ii) The Company's rights and remedies under this Section 6 are cumulative and arein addition to any other rights and remedies the Company may have pursuant to the specific provisions ofthis Agreement and at law or in equity.
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7. Miscellaneous.
a)Attorney's Fees. In the event a proceeding is brought to enforce or interpret any part ofthis Agreement or the rights or obligations of any party to this Agreement, each party shall pay their ownfees and expenses, including reasonable attorney's fees and costs.
b)Successors and Assigns. This Agreement and the benefits hereunder are personal to theCompany and are not assignable or transferable by the Executive. Subject to the foregoing, thisAgreement shall be binding upon and inure to the benefit of the Company and the Executive, and theExecutive's heirs and legal representatives, and the Company's successors and assigns.
c)Governing Law. This Agreement shall be construed in accordance with and governed bythe law of the State of Florida, without regard to the application of Florida’s principles of conflict oflaws.
d)Arbitration. Except for disputes relating to Section 6(d) of this Agreement or anyinjunctions, any and all disputes or controversies that shall arise under or in connection with thisAgreement or in any other way related to Executive's employment by the Company, includingtermination of employment, shall be submitted to a panel of three arbitrators under the National Rules forthe Resolution of Employment Disputes of the American Arbitration Association then in effect. Theparties hereby acknowledge that the Federal Arbitration Act takes precedence over any state arbitrationstatutes, rules and regulations. Each of the arbitrators shall be qualified and experienced in employmentrelated matters with at least one arbitrator being a licensed attorney. The arbitrators must base theirdetermination solely on the terms and conditions of this Agreement and the law in the State of Florida.The arbitrators shall have the authority to award any remedies that a court may order or grant, except thatthey will have no authority to award punitive damages or any other damages not measured by theprevailing party’s actual damages, and may not, in any event, make any ruling, finding or award that doesnot conform to the terms and conditions of this Agreement. Arbitration shall be held in Fort Lauderdale,Florida, and the parties hereby agree to accept service of process served in accordance with the Noticesprovision of this Agreement and in the personal juri sdiction and venue as set out herein. Both partiesexpressly covenant and agree to be bound by the decision of the arbitrators as the final determination ofthe matter in dispute. Judgment upon the award rendered by the arbitrators may be entered into any courthaving jurisdiction thereof.
e)Notices. All notices and other communications required or permitted to be given underthis Agreement shall be in writing and shall be deemed to have been given if delivered personally or sentby certified mail, return receipt requested, postage prepaid, to the parties to this Agreement addressed tothe Company’s then-current Chief Executive Officer at its then principal office, as notified to Executive,or to the Executive at Executive’s most current address as shown in Executive’s personnel file, or toeither party hereto at such other address or addresses as Executive or it may from time to time specify forsuch purposes in a notice similarly given.
f)Modification; Waiver. No provisions of this Agreement may be modified, waived ordischarged unless such modification, waiver or discharge is approved by a duly authorized officer of theCompany and is agreed to in a writing signed by the Executive and such officer. No waiver by eitherparty hereto at any time of any breach by the other party hereto of, or compliance with, any condition orprovision of this Agreement to be performed by such other party shall be deemed a waiver of similar ordissimilar provisions or conditions at the same or at any prior or subsequent time.
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g)Headings. The headings in this Agreement are for convenience of reference only andshall not control or affect the meaning or construction of this Agreement.
h)Validity. The invalidity or unenforceability of any one or more provisions of thisAgreement shall not affect the validity or enforceability of any other provision of this Agreement, whichshall remain in full force and effect.
i)Severability. The invalidity of any one or more of the words, phrases, sentences, clausesor sections contained in this Agreement shall not affect the enforceability of the remaining portions ofthis Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, andif any one or more of the words, phrases, sentences, clauses or sections contained in this Agreement shallbe declared invalid, this Agreement shall be construed as if such invalid word or words, phrase orphrases, sentence or sentences, clause or clauses, or section or sections had not been inserted.
k)Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original but all of which together will constitute one and the sameinstrument.
l)Surviving Provisions. Any portion of this Agreement which by it nature survives thetermination of this Agreement, including Section 6, shall survive the termination of this Agreement.
m)Entire Agreement. Except as modified by this Agreement, all of Executive’s benefitsand obligations are as set forth in the Company’s policies in effect from time to time. Other than theCompany’s policies in effect from time to time, as modified herein, no agreements or representations,oral or otherwise, express or implied, with respect to the subject matter hereof have been made by eitherparty, which are not set forth expressly in this Agreement. This Agreement constitute the final and entireagreement between the parties, and supersedes all prior written and oral agreements, understandings, orcommunications with respect to the subject matter of this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date and yearfirst above written.
| COMPANY | | EXECUTIVE |
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| By: | | /s/ JOHN G. LETTKO | | By: | | /s/ PETER E. FLEMING III |
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| | | Signature | | | | Signature |
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| Print Name: | JOHN G. LETTKO | | Print Name: | PETER E. FLEMING III |
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