EXHIBIT 99.1
Flexible Stock Incentive Plan
ADVANCED LOGIC RESEARCH, INC.
FLEXIBLE STOCK INCENTIVE PLAN
1. ESTABLISHMENT, PURPOSE, AND DEFINITIONS.
(a) There is hereby adopted the Flexible Stock Incentive
Plan (the "Plan") of Advanced Logic Research, Inc. (the "Company").
The Plan shall have three components: a stock option component, a
stock bonus/stock purchase component and a stock appreciation
rights component.
(b) The purpose of this Plan is to provide incentives to
selected individuals ("Participants") for increased efforts and
successful achievements on behalf of or in the interests of the
Company and its affiliates and to maximize the rewards due them for
such increased efforts and successful achievements.
(c) The stock option component is intended to provide a
means whereby Participants may be given an opportunity to purchase
shares of Stock, (as defined in Paragraph 3 of the Plan) of the
Company (the "Stock") pursuant to (i) options which may qualify as
incentive stock options under Section 422A of the Internal Revenue
Code as amended from time to time (referred to as "incentive stock
options"), or (ii) options which may not so qualify (referred to as
"nonqualified stock options"). The stock bonus/stock purchase
component is intended to provide a means whereby Participants may
receive bonuses of Stock or the right to purchase Stock, including
Stock subject to such restrictions, if any, imposed by the
committee of the Board of Directors of the Company charged with
administering the Plan (the "Committee"). The stock appreciation
rights component is intended to provide a means whereby
Participants may receive compensation based on appreciation in the
value of the Stock. Stock appreciation rights may be granted
either separately or in tandem with stock options, as determined by
the Committee.
(d) The term "affiliates" as used in the Plan means
parent or subsidiary corporations, as defined in Section 425(e) and
(f) of the Internal Revenue Code (but substituting "the Company"
for "employer corporation"), including parents or subsidiaries
which become such after adoption of the Plan.
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2. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the Committee.
The Committee shall consist of at least three members of the Board
of Directors of the Company (the "Board") or such lesser number of
members of the Board as permitted by Rule 16b-3 promulgated under
the Securities Exchange Act of 1934. None of the members of the
Committee shall be, while serving on the Committee or for one year
thereafter, or shall have been for the year preceding appointment
to the Committee, eligible to receive a grant or award under the
Plan or any other plan of the Company or its affiliates under which
the participants are entitled to acquire Stock (including
restricted Stock), stock options, stock bonuses, related rights or
stock appreciation rights of the Company or any of its affiliates.
Members of the Committee shall serve at the pleasure of the Board.
(b) The Committee may from time to time determine which
employees of the Company or its affiliates or other individuals
shall be granted options, Stock bonuses, stock appreciation rights
or the right to purchase Stock under the Plan, the terms thereof,
and the number of shares for which an option or options, bonuses of
Stock, rights to purchase Stock and stock appreciation rights may
be granted. The Committee may, in its discretion, at the time of
granting bonuses of Stock or rights to purchase Stock impose such
restrictions on transfer of the shares of Stock covered thereby
(such as, without limitation, permitting transfer only in
installments over a period of years or following retirement, death
or termination of employment) as it may deem to be in the best
interests of the Company and/or the Participant concerned, or the
Participant's successor-in-interest, and in so doing may subject
such shares to a substantial risk of forfeiture while so
restricted.
(c) If restrictions on transfer of Stock are imposed,
the Committee may, in its sole discretion, accelerate, in whole or
in part, the time for lapsing of the restrictions on disposition of
shares of such Stock in the event that any financial hardship may
arise with respect to a Participant who has been issued restricted
Stock hereunder, or any successor-in-interest of such Participant
(including, without limitation, any financial hardship to a
successor-in-interest of such Participant occasioned by death taxes
becoming payable as a result of such Participant's death), or in
the event of any change in existing tax or other applicable laws,
regulations or rulings which would have a substantial adverse
effect on Participant's treatment of the additional compensation
provided for herein for tax purposes thereby resulting in financial
hardship to a Participant.
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(d) If restrictions on transfer of Stock are imposed,
the certificates evidencing such shares of Stock awarded hereunder,
although issued in the name of the Participant concerned, shall be
held by the Company or a third party designated by the Committee in
escrow subject to delivery to the Participant or to the Company at
such times and in such amounts as shall be directed by the Board
under the terms of this Plan.
(e) The Committee shall have the sole authority, in its
absolute discretion, to adopt, amend, and rescind such rules and
regulations as, in its opinion, may be advisable in the
administration of the Plan, to construe and interpret the Plan, the
rules and regulations, and the instruments evidencing options,
bonuses of Stock, rights to purchase Stock and stock appreciation
rights granted under the Plan and to make all other determinations
deemed necessary or advisable for the administration of the Plan.
All decisions, determinations, and interpretations of the Board
shall be binding on all Participants in the Plan.
3. STOCK SUBJECT TO THE PLAN.
(a) Stock shall mean Common Stock, without par value, of
the Company or such stock as the Common Stock may be changed as
contemplated by subparagraph 3(c) below.
(b) Options, bonuses of Stock or rights to purchase
Stock may be granted under the Plan from time to time to eligible
persons to purchase an aggregate of not more than the greater of 5%
of authorized shares of Stock or 15% of shares outstanding as of
the close of business on the last day of the Company's prior fiscal
year. Notwithstanding the foregoing, the number of shares
available for grants of incentive stock options shall be limited to
15% of the authorized shares on the date this Plan is adopted. If
any option is surrendered for cash or for any other reason (except
surrender for shares of Stock) or ceases to be exercisable in whole
or in part, the shares which were subject to such option but as to
which the option had not been exercised shall continue to be
available under the Plan. Any shares of Stock forfeited to the
Company pursuant to the Plan shall continue to be available under
the Plan.
(c) If there shall be any change in the Stock subject to
the Plan, including Stock subject to any option granted hereunder,
through merger, consolidation, reorganization, reincorporation, or
other similar change in the corporate structure of the Company,
appropriate
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adjustments may be made by the Committee in order to preserve but
not to increase the benefits to Participants, including adjustments
in the aggregate number of shares subject to the Plan and the
number of shares and the price per share subject to outstanding
options and outstanding rights to purchase Stock granted hereunder.
Consistent with the foregoing, in the event that the outstanding
Common Stock of the Company is changed into another class or series
of capital stock of the Company, outstanding options or rights to
purchase Stock granted under the Plan shall become options or
rights to purchase such other class or series and the provisions of
this subparagraph 3(c) shall apply to such new class or series.
4. ELIGIBILITY.
Persons who shall be eligible to have granted to them
options, Stock bonuses, rights to purchase Stock, or stock
appreciation rights provided for by the Plan shall be such
individuals in the service of the Company or its affiliates as the
Committee in its discretion determines, should be awarded such
incentives given the best interests of the Company; provided,
however that (i) incentive stock options may only be granted to
employees of the Company or its affiliates, (ii) any person holding
10% or more of the Company's outstanding Stock or any affiliate of
any such 10% shareholder shall not be eligible to receive options,
Stock bonuses, rights to purchase Stock or stock appreciation
rights under the Plan; members of the Committee shall not be
eligible to receive options, Stock bonuses, rights to purchase
Stock or stock appreciation rights while serving on the Committee
and for one year thereafter.
5. EXERCISE PRICE FOR OPTIONS GRANTED UNDER THE PLAN; STOCK
PURCHASE PRICE.
The exercise price of the Stock covered by each incentive
stock option shall not be less than the per-share fair market value
of such Stock on the date the option is granted. The price of an
incentive stock option, of a nonqualified stock option, or other
right to purchase Stock granted under the Plan shall be subject to
adjustment to the extent provided in subparagraph 3(c), above.
The exercise price of the Stock covered by a nonqualified
stock option or the purchase price for other rights to purchase
Stock (other than an incentive stock option) granted under the Plan
shall be the price determined by the Committee on the date the
option or right is granted, but in no event less than 85% of the
per-share fair market value of the Stock on the grant date. Stock
bonuses may be granted by the Committee under the Plan without the
payment of consideration, in any form by the
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Participant, or such consideration as is necessary to comply with
applicable law.
6. TERMS AND CONDITIONS OF OPTIONS; STOCK BONUSES AND RIGHTS
TO PURCHASE RESTRICTED STOCK.
(a) Each option granted pursuant to the Plan shall be
evidenced by a written stock option agreement executed by the
Company and the person to whom such option is granted. The option
agreement shall designate whether the option is an incentive stock
option or a non-qualified stock option. If restrictions are
imposed on Stock bonuses or rights to purchase Stock, the Stock
issued thereunder shall be subject to a written agreement executed
by the Company and the Participant to whom the Stock bonus or right
to purchase Stock is granted.
(b) The term of each stock option shall be for no more
than ten years and no stock option shall be granted more than ten
years after the earlier of (i) the date the Plan was adopted or
(ii) the date the Plan was approved by the shareholders.
(c) In the case of incentive stock options, the
aggregate fair market value (determined as of the time such option
is granted) of the Stock with respect to incentive stock options
which are exercisable for the first time by such individual during
any calendar year (under this Plan and any other plans of the
Company, its parent or subsidiaries, if any) shall not exceed the
amount specified in Section 422A(d) of the Internal Revenue Code,
as amended, or any successor provision in effect at the time an
incentive stock option becomes exercisable.
(d) The stock option agreement or agreement covering
Stock issued under the Plan may contain such other terms,
provisions, and conditions as may be determined by the Committee
and not inconsistent with this Plan. If an option, or any part
thereof, is intended to qualify as an incentive stock option, the
stock option agreement shall contain those terms and conditions
which are necessary to so qualify it. No option or stock
appreciation right granted under the Plan may be exercised prior to
six months after the date of grant nor may any Stock bonus or
shares of Stock acquired pursuant to any other right to purchase
Stock under the Plan be sold prior to six months after the date
such Stock was acquired by a Participant.
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7. USE OF PROCEEDS.
Cash proceeds realized from the sale of Stock pursuant to
Stock issued under the Plan shall constitute general funds of the
Company.
8. AMENDMENT SUSPENSION OR TERMINATION OF THE PLAN.
(a) The Board may at any time suspend or terminate the
Plan, and may amend it from time to time in such respects as the
Board may deem advisable provided that such amendment, suspension
or termination complies with all applicable state and federal
requirements and requirements of any stock exchange on which the
stock is then listed, including any applicable requirement that the
Plan or an amendment to the Plan be approved by the shareholders.
The Plan will in all events terminate on _________________.
(b) No option, Stock bonus, right to purchase Stock or
stock appreciation right may be granted during an suspension or
after the termination of the Plan, and no amendment, suspension or
termination of the Plan shall, without the Participant's consent,
alter or impair any rights or obligations under any option, Stock
bonus, right to purchase Stock or stock appreciation right granted
under the Plan; provided, however, that the Board shall have the
right to amend, suspend or terminate any option, Stock bonus, right
to purchase restricted stock or stock appreciation right to
(a) convert outstanding incentive stock options into nonqualified
stock options, (b) provide for a forfeiture of the Participant's
rights in the event the Participant competes with the Company or
(c) if the Participant is an employee, in the event the Participant
is terminated for cause.
9. ASSIGNABILITY OF OPTIONS.
Each option or right to purchase Stock granted pursuant
to this Plan shall, during the Participant's lifetime, be
exercisable only by him, and neither the option nor any right to
purchase Stock shall be transferable by the Participant by
operation of law or otherwise other than by will or the laws of
descent and distribution.
10. PAYMENT UPON EXERCISE.
Payment of the purchase price upon exercise of any option
or right to purchase Stock granted under this Plan shall be made in
whole or in part with (i) cash, (ii) stock or stock rights held by
the Participant, (iii) notes, or (iv) such other valuable
consideration as the Committee, in its discretion, determines and
is consistent with the
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Plan's purpose and applicable law. Any Stock used to exercise
options to purchase Stock shall be valued at its fair market value
on the date of the exercise of the option or the date the Stock is
purchased. Any notes used to exercise options or to purchase Stock
shall be full recourse, interest-bearing obligations containing
such terms as the Committee shall determine.
11. STOCK APPRECIATION RIGHTS.
(a) The Committee may, under such terms and conditions
as it deems appropriate, authorize the issuance of stock
appreciation rights evidenced by a written stock appreciation right
agreement (which, in cases of tandem options, may be part of the
stock option agreement to which the right relates) executed by the
Company and the person to whom such right is granted. The stock
appreciation right agreement may contain such terms, provisions and
conditions as may be determined by the Committee and not
inconsistent with the Plan. In addition, the Committee may
authorize the surrender by an optionee of all or part of an
unexercised option and authorize a payment in consideration thereof
of an amount equal to the difference obtained by subtracting the
option price of the shares then subject to exercise under such
option from the fair market value of the Stock represented by such
shares on the date of surrender, provided that the Committee
determines that such settlement is consistent with the purpose of
the Plan. Such payment may be made in shares of Stock valued at
their fair market value on the date of surrender of such option or
in cash, or partly in shares and partly in cash. Acceptance of
such surrender and the manner of payment shall be in the discretion
of the Committee.
(b) The Committee shall have the authority in its
discretion to grant the holder of any option the right ("Cash-out
Right") to surrender all or part of his unexercised option
("Related Option") to the Company for cancellation under the
circumstances set forth below (whether or not such Related Option
is then exercisable) and to receive upon such surrender the cash
payment described in subparagraph (b)(i) below; provided that no
Related Option shall be surrendered pursuant to a Cash-out Right
until the expiration of six months from the date of grant of such
Cash-out Right. A Cash-out Right may not be granted except in
connection with a Related Option. A Cash-out Right may be granted
either at the time of the grant of the Related Option or at any
time thereafter during its term. Upon the surrender of a Related
Option pursuant to a Cash-out Right, the Related Option shall cease
to be exercisable to the extent of the shares of Stock as to which
the Related Option
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is surrendered and cancelled. Upon the exercise or termination of
a Related Option, a Cash-out Right shall concurrently cease to be
available to the optionee to the extent of the shares of stock as
to which the Related Option is exercised or terminated. Each Cash-
out Right grant shall be on such terms and conditions as the
Committee may prescribe that are not inconsistent with this Plan
and shall be evidenced by the stock option agreement contemplated
by paragraph 6.
(i) The term "Offer" as used in this subparagraph
11(b) shall mean any tender offer or exchange offer for shares of
Stock, other than one made by the Company. An Offer shall be
deemed to have commenced for the purposes of this Plan when all of
the material terms of the tender offer or exchange offer shall have
been publicly disclosed or on such earlier date as shall be
determined by the Committee.
(ii) The term "Reorganization Agreement" as used in
this subparagraph 11(b) shall mean a definitive agreement for the
merger, consolidation or other similar reorganization of the
Company, involving a change in or an exchange of the Stock, or a
definitive agreement for the sale of all or substantially all of
the assets of the Company.
(iii) The term "Transaction Price per Share" as used
in this subparagraph 11(b) shall mean the highest price per share
of Stock (i) paid in the Offer or (ii) provided for in the
Reorganization Agreement during the period beginning on the 60th
day prior to the date on which the Related Option is surrendered
pursuant to the Cash-out Right and ending on such date of
surrender. Any securities or property that are part or all of the
consideration paid for Stock in the Offer or provided for in
exchange for Stock pursuant to the Reorganization Agreement shall
be valued in determining the Transaction Price per Share at the
valuation placed on such securities or property by the Committee.
(iv) In the case of an Offer, an optionee may
surrender his Related Option pursuant to a Cash-out Right only
during the period beginning on the first day following the date of
public disclosure of the first purchase of shares of Stock pursuant
to the Offer and ending on the 30th day following such date. Under
a Cash-out Right, an optionee may surrender his or her Related
Option in whole or in part; provided that, in its discretion, the
Committee may limit the percentage of shares as to which such
Related Option is surrendered to the lesser of (i) 50% or (ii) the
percentage that the number of shares of Stock purchased in
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the Offer bears to the total number of shares of Stock tendered or
exchanged in the Offer (including as "Stock" for such purposes any
shares of Stock represented by securities of the Company
convertible into Stock that are tendered or exchanged in the
Offer).
(v) In the case of a Reorganization Agreement, an
optionee may surrender his Related Option pursuant to a Cash-out
Right only during the period (i) beginning with the later of the
execution of the Reorganization Agreement or approval, if required,
of the Reorganization Agreement by the Company's shareholders and
appropriate regulatory agencies, and (ii) ending with the earlier
of the consummation of the transactions contemplated by the
Reorganization Agreement or the termination of such Reorganization
Agreement.
(vi) Upon a proper surrender by an optionee of his
Related Option for cancellation pursuant to a Cash-out Right, the
optionee shall receive a cash payment with respect to each share of
Stock covered by the Cash-out Right equal to the difference between
(i) the Transaction Price per Share and (ii) the per-share exercise
price of the surrendered Related Option.
12. WITHHOLDING TAXES.
(a) Shares of Stock issued hereunder shall be delivered
to a Participant only upon payment by such person to the Company of
the amount of any withholding tax which may be imposed thereon
under the provisions of the Internal Revenue Code as then in effect
or any law of any other taxing jurisdiction requiring such
withholding tax.
(b) The Committee may, under such terms and conditions
as it deems appropriate, authorize a Participant to satisfy
withholding tax obligations under this paragraph 12 by electing to
have the Company withhold from the Stock to be issued to the
Participant shares of Stock having a fair market value equal to the
amount of the withholding tax required to be withheld.
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EXHIBIT "A"
AMENDMENTS TO
FLEXIBLE STOCK INCENTIVE PLAN
The following sections to the Advanced Logic Research,
Inc. Flexible Stock Incentive Plan are hereby amended to read in
their entirety as follows:
2. ADMINISTRATION OF THE PLAN.
(a) The Plan shall be administered by the
Committee. The Committee shall consist of two or more members of
the Board of Directors of the Company (the "Board") or such lesser
number of members of the Board as permitted by Rule 16b-3
promulgated under the Securities Exchange Act of 1934, as amended,
("Rule 16b-3"). None of the members of the Committee shall
receive, while serving on the Committee, or during the year
preceding appointment to the Committee, a grant or award of equity
securities under (i) the Plan or (ii) any other plan of the Company
or its affiliates under which the participants are entitled to
acquire Stock (including restricted Stock), stock options, stock
bonuses, related rights or stock appreciation rights of the Company
or any of its affiliates, other than pursuant to transactions in
any such other plan which do not disqualify a director from being a
disinterested person under Rule 16b-3. Members of the Committee
shall serve at the pleasure of the Board.
3. STOCK SUBJECT TO THE PLAN.
(b) Options, bonuses of Stock or rights to purchase
Stock may be granted under the Plan from time to time to eligible
persons to purchase an aggregate of not more than the greater of 5%
of authorized shares of Stock or 15% of shares outstanding as of
the close of business on the last day of the Company's prior fiscal
year. Notwithstanding the foregoing, the number of shares
available for grants of incentive stock options shall be limited to
15% of the authorized shares on the date this Plan is adopted.
Should one or more outstanding options under this Plan expire or
terminate for any reason prior to exercise in full, then the shares
subject to the portion of each option not so exercised shall be
available for subsequent option grant or share issuance under the
Plan. Shares subject to any option or portion thereof surrendered
or cancelled in accordance with Paragraph 10 or 12, repurchased by
the Company pursuant to its repurchase rights under the Plan or
otherwise surrendered for cancellation
EXHIBIT "A"
under Paragraph 12 shall not be available for subsequent option
grant or stock issuance under the Plan.
6. TERMS AND CONDITIONS OF OPTIONS; STOCK BONUSES AND
RIGHTS TO PURCHASE RESTRICTED STOCK.
(d) The stock option agreement or agreement
covering Stock issued under the Plan may contain such other terms,
provisions, and conditions as may be determined by the Committee
and not inconsistent with this Plan. If an option, or any part
thereof, is intended to qualify as an incentive stock option, the
stock option agreement shall contain those terms and conditions
which are necessary to so qualify it. No option or stock
appreciation right granted under the Plan may be exercised prior to
six months after the date of grant nor may any Stock bonus or
shares of Stock acquired pursuant to any other right to purchase
Stock under the Plan be sold prior to six months after the date
such Stock was acquired by a Participant who is at the time of such
grant or issuance required to file reports under Section 16(a) of
the Securities Exchange Act of 1934, as amended.
9. ASSIGNABILITY OF OPTIONS.
Each option or right to purchase Stock granted
pursuant to this Plan shall, during the Participant's lifetime, be
exercisable only by him, and neither the option nor any right to
purchase Stock shall be transferable by the Participant by
operation of law or otherwise other than by will, the laws of
descent and distribution or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code, or Title I
of the Employee Retirement Income Security Act of 1974, as amended,
or the rules thereunder, or otherwise as permitted by Rule 16b-3.
10. PAYMENT UPON EXERCISE.
Payment of the purchase price upon exercise of any
option or right to purchase Stock granted under this Plan shall be
made in whole or in part with (i) cash or, (ii) such other
consideration as the Committee, in its discretion, determines
(including, without limitation, Stock or Stock rights held by the
Participant, withholding of shares otherwise delivered upon
exercise of an option and/or notes) and is consistent with the
Plan's purpose and applicable law. Any Stock used to exercise
options to purchase Stock (including Stock withheld upon the
exercise of an option to pay the purchase price of the shares of
Stock as to which the option is exercised) shall be valued at its
fair market value on the date of the exercise of the option. Any
notes used to exercise options or to purchase Stock shall be full
recourse, interest-bearing obligations containing such terms as the
Committee shall determine. If
2.
accepted by the Committee in its discretion, such consideration
also may be paid through a broker-dealer sale and remittance
procedure pursuant to which the Participant (I) shall provide
irrevocable written instructions to a designated brokerage firm to
effect the immediate sale of the purchased shares and remit to the
Company, out of the sale proceeds available on the settlement date,
sufficient funds to cover the aggregate option price payable for
the purchased shares plus all applicable Federal and State income
and employment taxes required to be withheld by the Company in
connection with such purchase and (II) shall provide written
directives to the Company to deliver the certificates for the
purchased shares directly to such brokerage firm in order to
complete the sale transaction.
12. WITHHOLDING TAXES.
(b) The Committee may, under such terms and
conditions as it deems appropriate, authorize a Participant to
satisfy withholding tax obligations under this Paragraph 12 by
delivering shares of Stock or by electing to have the Company
withhold from the Stock to be issued to the Participant shares of
Stock, in each case having a fair market value equal to the amount
of the withholding tax required to be withheld.
3.
EXHIBIT "B"
AMENDMENT #2 TO
ADVANCED LOGIC RESEARCH, INC.
FLEXIBLE STOCK INCENTIVE PLAN
The Advanced Logic Research, Inc. Flexible Stock
Incentive Plan (the "Plan") is hereby amended, effective January 4,
1995 as follows:
1. Section V.C. of Article One is hereby amended in its
entirety to read as follows:
C. Should any change be made to the Common Stock
issuable under the Plan by reason of any stock split, stock
dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a
class without the Corporation's receipt of consideration, then
appropriate adjustments shall be made to (i) the maximum number
and/or class of securities issuable under the Plan, (ii) the
maximum number and/or class of securities for which any one
individual participating in the Plan may be granted stock options,
separately exercisable stock appreciation rights and direct stock
issuances in the aggregate over the term of the Plan, (iii) the
number and/or class of securities for which automatic option grants
are to be subsequently made per non-employee Board member under the
Automatic Option Grant Program, (iv) the number and/or class of
securities and price per share in effect under each option
outstanding under either the Discretionary Option Grant or
Automatic Option Grant Program and (v) the number and/or class of
securities and price per share in effect under each outstanding
option incorporated into this Plan from the 1990 Plan. Such
adjustments to the outstanding options are to be effected in a
manner which shall preclude the enlargement or dilution of rights
and benefits under such options. The adjustments determined by the
Plan Administrator shall be final, binding and conclusive.
2. There is hereby added a new subsection D to
Section V of Article One of the Plan to read as follows:
D. From and after March 31, 1994, in no event may any
one individual participating in the Plan be granted stock options,
separately exercisable stock appreciation rights and receive direct
stock issuances exceeding 500,000 shares in the aggregate over the
term of the Plan, subject to periodic adjustment for certain
changes in the Company's capital structure in accordance with the
provisions of this Section V.C.
3. Except as modified by this plan amendment, the
terms and provisions of the Advanced Logic Research, Inc. Flexible
Stock Incentive Plan as in effect on the date hereof shall continue
in full force and effect.
IN WITNESS WHEREOF, Advanced Logic Research, Inc. has
caused this plan amendment to be executed on its behalf by its
duly-authorized officer effective as of January 4, 1995.
ADVANCED LOGIC RESEARCH, INC.
By ________________________________
Title: ____________________________