Exhibit 10.22
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of August 5, 1993, and as amended as
of November 9, 1993, by and between Home Office Reference Laboratory, Inc.,
with offices in Lenexa, Kansas (hereinafter referred to as "HORL") and Bert H.
Hood, a resident of the State of Texas (hereinafter referred to as "Officer");
WITNESSETH:
WHEREAS, HORL desires Officer to manage the operations, financial affairs and
strategic direction of HORL, serving as Chairman of the Board and as a member
of the Executive Committee of the Board of Directors; and
WHEREAS, it is the intention and desire of the parties to enter into a formal
agreement whereby two principal purposes will be served, to wit:
A. HORL will have the benefit of the substantial expertise of Officer for
at least the period covered by this Agreement; and
B. Officer will manage and be responsible for the operations, financial
affairs and strategic direction of HORL during the term hereinafter defined and
will be motivated by the compensation as set forth herein;
NOW, THEREFORE, in consideration of the employment of Officer by HORL and of
the mutual promises, covenants, representations and warranties contained
herein, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
SECTION I
EMPLOYMENT AND TERM
1.1 Employment. HORL hereby employs Officer and Officer hereby accepts such
employment and agrees to perform the duties described in Section 2 of this
Agreement.
1.2 Term.
(a) Base Term. The term of employment shall commence on the date hereof
and shall continue for a period of three (3) years therefrom (the "Base Term"),
or until terminated as otherwise provided herein.
(b) Termination Subsequent to Change in Control. Notwithstanding any other
provision of this Agreement to the contrary, in the event that (i) a change of
control of HORL shall occur at any time during which Officer is in the
full-time employment of HORL or its successor and (ii) within one (1) year
after such a change in control, Officer's employment with HORL or its successor
is terminated by HORL or its successor for any reason other than permanent
disability, death or normal retirement, or is voluntarily terminated by Officer
for any reason at his sole discretion, HORL will promptly pay to Officer as
termination compensation the lump sum amount described below.
The lump sum compensation payable shall be equal to three (3) times the average
annual compensation includable in Officer's gross income for the most recent
five (5) taxable years ending before the date of the change in control. If
Officer has been an employee of HORL for less than 5 years, Officer's lump sum
payment shall be equal to 3 times the average annual compensation includable in
Officer's gross income based on the portion of the 5 year period during which
Officer performed services for HORL. To the extent that any amount required to
be paid hereunder would constitute an "excess parachute payment" within the
meaning of Section 280G(b) of the Internal Revenue Code of 1986, that excess
amount need not be paid.
For purposes of this Section 1.2(b), a "change of control" shall be deemed to
have taken place if there shall have occurred (i) the sale or other disposition
resulting in the transfer of legal or beneficial ownership of, or the right to
vote, more than fifty percent (50%) of the outstanding capital stock of HORL to
one or more third-party purchasers unaffiliated with Seafield Capital
Corporation, its shareholders or affiliates (as the term "affiliate" is defined
in Rule 12b-2 promulgated by the Securities and Exchange Commission under the
Securities Exchange Act of 1934), except in connection with an underwritten
public offering of the common stock of HORL, (ii) a merger or consolidation of
HORL with or into any entity other than Seafield Capital Corporation or its
affiliates, (iii) a sale or other transfer of substantially all of the assets
of HORL to any person or entity other than Seafield Capital Corporation or its
affiliates, (iv) the sale or other disposition resulting in the transfer of
legal or beneficial ownership of, or the right to vote, more than fifty percent
(50%) of the outstanding capital stock of Seafield Capital Corporation to one
or more third-party purchasers (other than the affiliates of Seafield Capital
Corporation), except in connection with an underwritten public offering of the
common stock of Seafield Capital Corporation, (v) a merger or consolidation of
Seafield Capital Corporation with or into any entity other than the affiliates
of Seafield Capital Corporation, or (vi) a sale or other transfer of
substantially all of the assets of Seafield Capital Corporation to any person
or entity other than the affiliates of Seafield Capital Corporation.
In the event of termination of employment under the circumstances described
above, HORL shall pay to Officer the installments of his base salary through
the date of termination of employment, any annual incentive bonus for the
previous year if such has been approved but not paid and the lump sum amount as
termination compensation described above, and any remaining term of this
Agreement shall be cancelled. Such payments to Officer and the arrangements
provided for by any stock option or other agreement between HORL and Officer in
effect at the time and by any other applicable plan of HORL will constitute the
entire obligation of HORL to Officer with respect to such termination, and will
also constitute full settlement of any claim under law or in equity that
Officer might otherwise assert against HORL or any of its employees on account
of such termination.
(c) Annual Extension. Commencing on the third anniversary of this
Agreement and on each succeeding anniversary thereafter, unless HORL notifies
Officer in accordance with the immediately following sentence that Officer's
employment under this Agreement will not be extended, this Agreement and
Officer's employment under this Agreement shall automatically and without
further action be extended for one (1) year from such anniversary on the same
terms and conditions as are set forth herein. If HORL elects not to extend
Officer's employment under this Agreement as provided in the preceding
sentence, it shall do so by notifying Officer in writing at least sixty (60)
days prior to the applicable anniversary date of this Agreement. If HORL
elects not to extend Officer's employment under this Agreement as provided
above, such election shall be treated as a termination of Officer without cause
within the meaning of Section 9.1(e) of this Agreement and HORL shall pay to
Officer, in addition to any other sums which may be due to Officer, the lump
sum severance payment provided for in Section 9.1(e).
SECTION 2
DUTIES
2.1 General Duties. Officer shall serve HORL in the capacities of Chairman of
the Board of Directors and as a member of the Board of Directors and of the
Executive Committee of the Board of Directors of HORL and shall perform such
duties and responsibilities as are customarily performed by persons acting in
such capacities. Officer shall be responsible for (i) maintaining and
expanding the insurance laboratory testing business currently conducted by
HORL, (ii) establishing, directing, administering and coordinating the
acquisition and growth objectives of HORL, including, without limitation,
diversification into the clinical laboratory testing business, as assistance to
and in accordance with the policies and objectives established by the Board of
Directors, and (iii) the performance of such other duties in relation to HORL
consistent with Officer's position as Chairman of the Board of Directors of
HORL as shall from time to time be assigned to Officer by the Board of
Directors.
2.2 Full Time. During the term hereof, Officer agrees to devote his full
time, attention and skill to the performance of his duties as Chairman of the
Board of Directors of HORL.
2.3 Best Efforts. Officer agrees that he will at all times faithfully,
industriously and to the best of his ability, experience and talents, perform
all of the duties that may be required of and from him by the Board of
Directors as described above.
2.4 Indemnification and D & O Insurance. HORL shall provide to Officer
coverage under HORL's director and officer liability insurance and
indemnification rights, whether provided by HORL or Seafield Capital
Corporation or otherwise, as fully and to the same extent as the same are
provided to other directors and top level executive officers of HORL.
SECTION 3
BASE SALARY
3.1 Annual Base Salary. HORL shall pay Officer, and Officer shall accept from
HORL in full payment for Officer's full time services hereunder, compensation
at the rate of Two Hundred Thousand Dollars ($200,000) per annum, payable
monthly in periodic equal installments during the year. Such salary shall be
reviewed from time to time, but not less often than annually, by the Board of
Directors of HORL and will be subject to such increases, but not decreases, as
the Board of Directors of HORL may determine, having due regard for the efforts
of Officer and the results, both financial and otherwise, of HORL's operations
during Officer's tenure as Chairman of the Board of Directors.
3.2 Reimbursement of Expenses. HORL shall reimburse Officer for such
reasonable out-of-pocket expenses as are incurred by Officer in order to render
the services contemplated hereunder.
3.3 Tax Withholdings. HORL shall deduct from the compensation payable to
Officer all federal, state, and local income tax, social security, FICA, FUTA
and other withholdings as required by law.
SECTION 4
BONUSES AND FRINGE BENEFITS
4.1 Signing Bonus. As an incentive to induce Officer to enter into this
Agreement, HORL shall pay Officer upon his execution of this Agreement a
signing bonus of Sixty Thousand Dollars ($60,000).
4.2 Annual Incentive Bonus. During the term hereof, Officer shall be eligible
to receive an annual incentive bonus based upon the performance of HORL in
relation to pre-determined financial goals established by the Compensation
Committee of the Board of Directors of HORL after consultation with Officer.
Bonuses for less than a full year of service may be granted at the discretion
of the Compensation Committee.
4.3 Annual Vacation. Officer shall be entitled to an annual vacation period
of four weeks, non-cumulative.
4.4 Stock Option. Simultaneously with the execution and delivery of this
Agreement, the Long-Term Incentive Plan Committee of the Board of Directors of
HORL has granted to Officer under the HORL Long-Term Incentive Plan a
Non-Qualified Stock Option Agreement of even date herewith, in the form which
is attached as Exhibit A hereto, for Two Hundred Thousand (200,000) shares of
the common stock of HORL.
4.5 Purchase of Texas Residence. To assist Officer in relocating his personal
residence from Irving, Texas to the Greater Kansas City area, HORL shall cause
Officer's personal residence in Irving, Texas to be purchased for a purchase
price net to Officer equal to the average of the fair market values of
Officer's personal residence established by two (2) independent appraisers
satisfactory to HORL and to Officer.
4.6 Other Fringe Benefits. Officer shall be entitled to participate in such
fringe benefit programs as HORL may make available from time to time to
executive employees, which shall include reasonable hospital and major medical
insurance coverage, long term disability and life insurance in amounts and on
terms no less favorable than those provided to other executive officers of
HORL. Further, HORL will provide Officer, at HORL's option, with an automobile
of a type in keeping with his executive position, or with an automobile
allowance sufficient as a substitute therefor.
SECTION 5
NON-COMPETITION
5.1 Restrictive Covenants. In consideration for Officer's employment with
HORL and in further consideration for the compensation provided to Officer in
Sections 3 and 4 hereof, Officer agrees that during the term of his employment
pursuant to this Agreement, and for a period of two (2) years after the
termination for any reason of his employment pursuant to this Agreement, he
will not, without the prior written consent of HORL, directly or indirectly,
individually or in concert with others, or through the medium of any other
corporation, partnership, syndicate, association, joint venture, or other
entity or as an employee, officer, director, agent, consultant or affiliate,
compete with HORL, within the hereinafter described region, in (i) the urine or
blood chemistry testing or analysis business for the insurance industry, or
(ii) the urine or blood chemistry container or other supply business for the
insurance industry, or (iii) any other business engaged in by HORL as of the
date of the termination of Officer's employment with HORL, and Officer will not
solicit or accept any such business described in any of subparts (i) through
(iii) above and which competes with HORL from any customer who is served by
HORL as of the date of the termination of Officer's employment pursuant hereto,
or cause or induce any present or future employee of HORL to leave the employ
of HORL to accept employment with Officer or with any such entity or person.
The region referred to above shall consist of any territory in which HORL or
any of its representatives or agents, as of the date of the termination of
Officer's employment pursuant hereto, provides, sells, offers for sale or
solicits the sale of urine or blood chemistry testing or analysis, or urine or
blood chemistry containers or other supplies related thereto, or other services
or products. HORL and Officer agree that in the event that any provision of
this Section 5.1 is void or constitutes an unreasonable restriction against
Officer, such provision shall not be rendered void, but shall apply with
respect to such time or territory or to such other extent as may constitute a
reasonable restriction under the circumstances. The foregoing provisions shall
not prohibit Officer from owning not more than 3% of the total shares of all
classes of stock outstanding of any publicly held company.
5.2 Injunctive Relief. HORL shall be entitled to appropriate injunctive
relief in any court of competent jurisdiction to enforce its rights under
Sections 5, 6, 7 and 8 of this Agreement, in addition to any other rights and
remedies available to HORL at law or in equity, it being agreed that any
violation of Sections 5, 6, 7 or 8 of this Agreement by Officer is reasonably
likely to cause irreparable damage to HORL which will be difficult or
impossible to value in monetary damages.
5.3 Charitable Activities. Nothing in this Section 5 shall be construed as
preventing Officer from engaging in charitable, professional, religious or
civic activities such as serving on a school board, or as a member of or
officer of a professional organization, provided such activity or organization
does not compete directly with HORL.
SECTION 6
CONFIDENTIAL INFORMATION
6.1 Confidentiality. During the term of and at any time after the termination
of this Agreement, Officer will hold in trust and confidence and will not
divulge, disclose or convey to any person, firm, corporation or other entity
and will keep secret and confidential all trade secrets, proprietary
information and confidential information heretofore or hereafter acquired by
him concerning HORL, Head Office Reference Laboratory Ltd., or Seafield Capital
Corporation, and will not use for himself or others the same in any manner,
except to the extent that such information should become no longer a trade
secret, proprietary or confidential. Such trade secrets, proprietary
information and confidential information shall be deemed to include, but shall
not be limited to, information, whether written or not:
(a) of a technical nature, such as but not limited to, technology,
inventions, discoveries, improvements, processes, formulae, ideas, know-how,
methods, compositions, computer software programs or research projects,
including the identity of research organizations and researchers,
(b) of a business nature, such as but not limited to information
concerning costs, profits, supplies, suppliers, marketing, sales or lists of
customers, and
(c) pertaining to future developments, such as but not limited to
information concerning research and development or future marketing methods.
The restrictions contained above shall not apply to:
(i) information which at the time of disclosure by HORL to Officer is in
the public domain; or
(ii) information which at the time of disclosure by HORL to Officer
constituted confidential information hereunder, but which thereafter becomes
part of the public domain by publication or otherwise through no fault of
Officer.
SECTION 7
DEVELOPMENTS
7.1 Developments. Officer will promptly disclose to HORL (in form
satisfactory to HORL) all information, technology, inventions, discoveries,
improvements, processes, formulae, ideas, know-how, methods, compositions,
research projects, computer software programs and developments, whether or not
patentable or copyrightable (collectively "Information"), that Officer by
himself or in conjunction with any other person or entity conceives, makes,
develops or acquires during the term of this Agreement, and that:
(a) are or relate or pertain to the assets, properties, or existing or
contemplated business or research activities or HORL, or
(b) are suggested by, arise out of or result from, directly or indirectly,
Officer's association with HORL, or
(c) arise out of or result, directly or indirectly, in part or fully, from
the use of HORL's time, labor, materials facilities or other resources
(collectively "Developments").
Any Information fitting within any of the descriptions contained in subsections
(a), (b) or (c) of this Section 7.1 that is disclosed to any other person, firm
or other entity by Officer or used in any manner by Officer within one (1) year
following the termination of this Agreement shall be presumed to have been
conceived, made, developed or acquired during the term of this Agreement and,
thus, to constitute a Development.
7.2 Assignment to HORL. Officer hereby assigns, transfers and conveys to HORL
all of his right, title and interest in and to any and all such Developments,
which Developments shall become and remain the sole and exclusive property of
HORL. At any time and from time to time, upon the request of HORL, Officer
will execute and deliver any and all instruments, documents and papers, give
evidence and do any and all other acts which, in the reasonable opinion of
counsel for HORL, are or may be necessary or desirable to document such
transfer, or to enable HORL to file and process applications for and to
acquire, maintain and enforce any and all patents, trademarks, registrations or
copyrights with respect to any such Developments, or to obtain any extension,
validation, re-issue, continuance or renewal of any such patent, trademark or
copyright. HORL will be responsible for the preparation of any such
instruments, documents and papers and for the implementation of any such
proceedings and will reimburse Officer for all reasonable expenses incurred by
him in compliance with the provisions of this paragraph.
SECTION 8
PROPERTY OF HORL
8.1 All correspondence, notes, recordings, documents and other materials and
reproductions thereof pertaining to any aspect of the business of HORL shall be
the property of and shall be delivered to and retained by HORL upon termination
of this Agreement.
SECTION 9
TERMINATION
9.1 Termination. Officer's employment pursuant to this Agreement shall
terminate upon the occurrence of any of the following events:
(a) Death. In the event that Officer dies during the term of this
Agreement, HORL shall pay to his executors or administrators an amount equal to
the installments of his base salary payable for the month in which he dies and
any annual incentive bonus for the previous year if such has been approved but
not paid, and such payments, together with the arrangements provided for by any
stock option or other agreement between HORL and Officer in effect at the time
and by any other applicable plan of HORL will constitute the entire obligation
of HORL to Officer and will also constitute full settlement of any claim under
law or in equity that Officer's executors, heirs or assigns or any other person
claiming under or through him might otherwise assert against HORL or any of its
employees on account of his death.
(b) Disability. In the event that Officer continues unable to fully
perform his duties and responsibilities hereunder by reason of illness, injury
or mental or physical disability or incapacity for ninety (90) consecutive
days, during which time he shall continue to be compensated for monthly
installments of base salary and any annual incentive bonus for the previous
year if such has been approved but not paid, Officer's employment pursuant to
this Agreement may be terminated by HORL, and such payments, together with the
arrangements provided for by any stock option or other agreement between HORL
and Officer in effect at the time and by any other applicable plan of HORL will
constitute the entire obligation of HORL to Officer and will also constitute
full settlement of any claim under law or in equity that Officer might
otherwise assert against HORL or any of its employees on account of such
termination. Officer agrees, in the event of any dispute under this Section
9.1, to submit to a physical examination by a reputable licensed physician
selected by HORL and to accept HORL's decision based on the results thereof.
(c) Voluntary Termination. Officer's employment may be voluntarily
terminated upon Officer giving sixty (60) days' prior written notice to HORL.
In the event Officer voluntarily terminates his employment, HORL shall pay to
Officer an amount equal to his base salary payable through the date of
termination of employment and any annual incentive bonus for the previous year
if such has been approved but not paid, and such payments, together with the
arrangements provided for by any stock option or other agreement between HORL
and Officer in effect at the time and by any other applicable plan of HORL will
constitute the entire obligation of HORL to Officer and will also constitute
full settlement of any claim under law or in equity that Officer might
otherwise assert against HORL or any of its employees on account of his
termination.
(d) Termination for Cause. Officer's employment may be terminated by HORL
at any time for cause. In the event that Officer is terminated by HORL for
cause, HORL shall pay to Officer his base salary which may have accrued to the
date of termination and any annual incentive bonus for the previous year if
such has been approved but not paid, and such payments, together with the
arrangements provided for by any stock option or other agreement between HORL
and Officer in effect at the time and by any other applicable plan of HORL will
constitute the entire obligation of HORL to Officer and will also constitute
full settlement of any claim under law or in equity that Officer might
otherwise assert against HORL or any of its employees on account of his
termination. Only the following actions, failures or events by or affecting
Officer shall constitute "cause" for termination of Officer by HORL (i) willful
and continued failure by Officer to substantially perform his duties provided
herein after a written demand for substantial performance is delivered to
Officer by the Board of Directors of HORL, which demand identifies with
reasonable specificity the manner in which Officer has not substantially
performed his duties, and Officer fails to comply with such demand within a
reasonable time; (ii) the engaging by Officer of gross misconduct or gross
negligence materially injurious to HORL; (iii) Officer's conviction of having
committed a felony; or (iv) HORL's fiscal year earnings from operations
(excluding investment income and provision for income taxes) determined in
accordance with generally accepted accounting principles (excluding
extraordinary, unusual or nonrecurring gains or losses), shall be less than
$14,000,000. Notwithstanding the foregoing, Officer shall not be deemed to have
been terminated by HORL for cause unless and until there shall have been
delivered to him a copy of a resolution duly adopted by the affirmative vote of
not less than a majority of the entire membership of the Board of Directors of
HORL finding that, in the good faith opinion of the Board of Directors, HORL
has cause for the termination of employment of Officer as set forth in any of
clauses (i) through (iv) above and specifying the particulars thereof in
reasonable detail. The findings of the Board of Directors shall not be binding
on the arbitrators or other finders of fact in connection with any litigation
or dispute arising out of this Agreement.
(e) Termination Without Cause. In the event that HORL terminates
Officer's employment for reasons other than death, disability, or cause as
listed in subsection (d) above, then in addition to any other sums to which
Officer may be entitled under this Agreement, HORL shall pay to Officer, on or
before the last day of employment, a lump sum severance payment equal to (i)
the installments of base salary due for the balance of the then current term of
this Agreement, plus (ii) the annual base salary payable to Officer by HORL
immediately prior to termination of employment, which payments, together with
the arrangements provided for by any stock option or other agreement between
HORL and Officer in effect at the time and by any other applicable plan of HORL
will constitute the entire obligation of HORL to Officer and will also
constitute full settlement of any claim under law or in equity that Officer
might otherwise assert against HORL or any of its employees on account of his
termination.
SECTION 10
SURVIVAL
10.1 Notwithstanding the termination of Officer's employment pursuant to the
provisions of Section 9 hereof, or the expiration of the term of this
Agreement, Officer's obligations under Sections 5, 6, 7 and 8 hereof, the
provisions for injunctive relief against Officer in Sections 5.2 and 12.2
hereof and the provisions for arbitration in Section 12.1 hereof shall continue
in full force and effect. Any right, power or obligation imposed or conferred
upon HORL or the Board of Directors of HORL by the terms of this Agreement
shall inure to the benefit of and be binding upon any person or entity into
which HORL is consolidated or merged and the Board of Directors or other
governing body of any such corporation or other entity.
SECTION 11
ASSISTANCE IN LITIGATION
11.1 Officer shall, upon reasonable notice, furnish such information and
assistance to HORL as may reasonably be required by HORL in connection with any
litigation in which HORL or any of its subsidiaries or affiliates is or may
become a party.
SECTION 12
ARBITRATION
12.1 Methods. Except as provided in Section 12.2 below, any difference,
controversy, claim or dispute between the parties arising out of this
Agreement, or the breach thereof, shall be settled by binding arbitration
before a panel of three arbitrators selected as follows: each party shall
select one neutral arbitrator from the American Arbitration Association's
approved list of arbitrators. The two arbitrators so selected by the parties
shall select a third neutral arbitrator and the three so selected shall settle
the dispute under the duly promulgated Commercial Arbitration Rules of the
American Arbitration Association or its successor. The arbitration shall be
conducted in Lenexa, Kansas. The award of the arbitrators may be entered as a
judgment in any Court in the State of Kansas or in any court having
jurisdiction thereof.
12.2 Injunctive Relief. Notwithstanding Section 12.1 above, HORL shall be
entitled to seek judicial injunctive relief to enforce its rights under
Sections 5, 6, 7 and 8 of this Agreement as provided in Section 5.2 hereof.
SECTION 13
MISCELLANEOUS
13.1 Assignment by Officer. This is a personal Agreement on the part of
Officer and may not be sold, assigned, transferred or conveyed by Officer.
This Agreement may not be sold, assigned, transferred or conveyed by HORL except
in connection with a merger, consolidation or sale of all or substantially all
of the assets of HORL and then only to the successor to HORL's operations.
13.2 Entire Agreement. This Agreement contains the entire agreement among the
parties hereto and there are no representations, inducements, promises,
agreements, arrangements, or undertakings, oral or written, among the parties
as to the subject matter covered.
13.3 Severability. Should any part of this Agreement be declared invalid for
any reason, such invalidity shall not affect the validity of any remaining
portion hereof and such remaining portion shall continue in full force and
effect as if this Agreement had been originally executed without including the
invalid part.
13.4 Governing Law. This Agreement and its performance shall be interpreted
and construed in accordance with the laws of the State of Kansas.
13.5 Titles. Titles and captions in no way define, limit, extend or describe
the scope of this Agreement or the intent of any provision hereof.
13.6 Amendments. No changes, alterations, modifications, additions, or
qualifications to the terms of this Agreement shall be made or be binding
unless made in writing and executed by the parties in the same manner as the
Agreement.
13.7 No Waiver. Failure by either party to enforce any right granted by this
Agreement shall not constitute a waiver of such right and waiver of any
provision of this Agreement shall not constitute a waiver of any other
provision.
13.8 Notices. Any notice, instrument or communication required or permitted
under this Agreement shall be deemed to have been effectively given and made if
in writing and when served by personal delivery to the party for whom it is
intended, or three business days after being deposited, postage prepaid,
registered or certified mail, return receipt requested, in the United States
mail, addressed to the party for whom it is intended at the following
addresses, or at such other addresses as the party to be notified may have
designated in writing to the other:
Officer: Bert H. Hood
1621 Cottonwood Valley Circle
Irving, Texas 75038
HORL: Home Office Reference Laboratory
10310 W. 84th Terrace
Lenexa, Kansas 66214
Attn: Board of Directors
13.9 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day
and year first above written.
HOME OFFICE REFERENCE LABORATORY, INC.
By:
W. Thomas Grant II
Bert H. Hood