EXHIBIT 10(j)
EMPLOYMENT AGREEMENT
BY AND AMONG
FEDERAL TRUST BANK,
FEDERAL TRUST CORPORATION
AND
JAMES V. SUSKIEWICH
THIS EMPLOYMENT AGREEMENT ("Agreement") is being entered into by and
among Federal Trust Bank, a federally chartered stock savings bank which has
its principal office in Winter Park, Florida ("Bank"), Federal Trust
Corporation, a Florida corporation ("Corporation") and James V. Suskiewich
("Employee").
WITNESSETH:
WHEREAS, the Employee is the President and Chief Executive Officer of
the Bank and has developed an intimate and thorough knowledge of the Bank's
business methods and operations;
WHEREAS, THE CORPORATION'S PRIMARY SUBSIDIARY IS THE BANK;
WHEREAS, the retention of the Employee's services for and on behalf of
the Bank is of material importance to the preservation and enhancement of the
value of both the Bank's and the Corporation's business; and
WHEREAS, the Employee, the Bank, through its Board of Directors, and the
Corporation, through its Chief Executive Officer and President, have agreed
to enter into this Agreement in order to update and clarify Employee's
relationship with the Bank and to comply with current government regulations;
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the Bank, the Corporation and the Employee do hereby agree as follows:
I. TERM OF EMPLOYMENT
SECTION 1.1 The Bank shall employ the Employee as its President and
Chief Executive Officer, as hereinafter provided, and the Employee hereby
accepts said employment and agrees to render such services to the Bank on the
terms and conditions set forth in this Agreement commencing on the Effective
Date as defined in Section 8.5 herein and terminating September 30, 1997,
unless further extended or terminated in accordance with the terms and
conditions hereinafter set forth. During the term of this Agreement, the
Employee agrees to perform such duties as are customarily performed by one
holding the position of President and Chief Executive Officer of a financial
institution. The Bank's Board of Directors shall review this Agreement and
the Employee's performance on or before September 15, 1996, and annually
thereafter, in order to determine whether to extend this Agreement. The
decision to extend the term of this Agreement for an additional year is
within the sole discretion of the Board of Directors. References herein to
the term of this Agreement shall refer both to the initial term and
successive terms.
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SECTION 1.2 During the term of this Agreement, the Employee shall
perform such executive services for the Bank as may be consistent with his
titles and from time to time be assigned to him by the Bank's Board of
Directors.The Employee shall devote his best efforts, including such portion
of his time and effort to the affairs and business of the Bank as is
customarily provided by a President and Chief Executive Officer of a
financial institution.
SECTION 1.3 The services of the Employee shall be rendered
principally in Winter Park, Florida, but he shall do such traveling on behalf
of the Bank as may be reasonably required.
II. COMPETITIVE ACTIVITIES
SECTION 2.1 Employee agrees that during the term of his employment
hereunder, except with the express consent of the Bank's Board of Directors,
he will not, directly or indirectly, engage or participate in, become a
director of, or render advisory or other services for, or in connection with,
or become interested in, or make any financial investment in any firm,
corporation, business entity or business enterprise competitive with or to
any business of the Bank; PROVIDED, however, that the Employee shall not
thereby be precluded or prohibited from owning passive investments, including
investments in the securities of other financial institutions, so long as
such ownership does not require him to devote substantial time to management
or control of the business or activities in which he has invested.
SECTION 2.2 Employee agrees and acknowledges that by virtue of his
employment hereunder, he will maintain an intimate knowledge of the
activities and affairs of the Bank, including trade secrets and other
confidential matters. As a result, also because of the special, unique, and
extraordinary services that the Employee is capable of performing for the
Bank or one of their competitors, the Employee recognizes that the services
to be rendered by him hereunder are of a character giving them a peculiar
value, the loss of which cannot be adequately or reasonably compensated for
by damages. Employee, therefore, agrees that during the term of this
Agreement, and for a period of six (6) months after either a voluntary
termination by the Employee (except for a termination effected pursuant to
the provisions of Section 7.10 herein) or due to a termination resulting from
termination of the Employee for cause, the Employee shall not:
(a) divulge any matter pertaining to the activities and affairs of the
Bank, including without limitation, trade secrets and other confidential
matters except as may be required by law; and
(b) become employed, directly or indirectly, whether as an employee,
independent contractor, consultant, or otherwise, in the financial services
industry with any business enterprise or business entity competitive with or
to any business of the Bank, which either maintains offices or does business
in Orange County, Florida.
Employee agrees that breach of any of these covenants by the Employee
shall constitute irreparable harm to the Bank for which the Bank does not
have an adequate remedy at law, and that Bank is, therefore, entitled to
immediate injunctive or other equitable relief to restrain the Employee from
violating the provisions of this Agreement. The right to such injunctive and
equitable relief shall survive the termination for cause of the Employee by
the Bank or the
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voluntary termination of this Agreement by the Employee except if such
termination is affected pursuant to the provisions of Section 7.10 herein.
Employee hereby agrees that the duration of the anticompetitive covenant
set forth herein is reasonable, and its geographic scope not unduly
restrictive.
III. COMPENSATION
SECTION 3.1 The Bank will compensate and pay the Employee for
services during the term of the Agreement at a minimum base salary of
$120,000 per year for the year ending December 31, 1995, with annual salary
increases, if any, thereafter in an amount determined by the Board of
Directors.
SECTION 3.2 Employee will be entitled to receive an annual
performance bonus to be considered by the Bank's Board of Directors on a
subjective basis which, amongst other criteria, will consider the Employee's
performance and the performance of the Bank. Any bonuses awarded the
Employee by the Bank from time to time shall not be considered as nor
constitute part of the Employee's base salary for the purposes of this
Agreement.
IV. PARTICIPATING IN RETIREMENT AND MEDICAL PLANS,
LIFE INSURANCE AND DISABILITY
SECTION 4.1 Except as otherwise stated herein, the Employee shall be
entitled to participate in and receive the benefits of any plans of the Bank
relating to pension, profit-sharing, ESOP, or other retirement benefits.
Except as otherwise stated herein, the Employee shall also be entitled
to participate in and receive the benefits of any plans of Bank relating to
medical coverage or reimbursements that the Bank may adopt for the benefit of
their employees. The Bank shall also provide hospitalization coverage and
expenses for the Employee and his spouse.
SECTION 4.2 (a) If the Employee shall become disabled or incapacitated
to the extent that he is unable to perform his duties as President and Chief
Executive Officer of Bank, he shall nevertheless continue to receive the
following percentages of his compensation, exclusive of any benefits which
may be in effect for employees of the Bank, under Section 4.1 of this
Agreement for the following periods of his disability: 100% for the first six
(6) months and 75% thereafter for the remaining term of this Agreement. Upon
returning to active duties, the Employee's full compensation as set forth in
this Agreement shall be reinstated. In the event that the Employee returns
to active employment on other than a full-time basis, then his compensation
(as set forth in Section 3.1 of this Agreement) shall be reduced in
proportion to the time spent in said employment.
(b) There shall be deducted from the amounts paid to the Employee
hereunder during any period of disability, as described in Section 4.2(a)
herein, any amounts actually paid to the Employee pursuant to any disability
insurance or other similar such program which the Bank has
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instituted or may institute on behalf of their employees for the purpose of
compensating employees in the event of disability.
(c) For the purpose of this Agreement, the Employee shall be deemed
disabled or incapacitated if the Employee, due to physical or mental illness,
shall have been absent from his duties with the Bank, on a full-time basis
for three (3) consecutive months; provided that, if the Employee shall not
agree with a determination to terminate him because of disability or
incapacity, the question of the Employee's ability shall be submitted to an
impartial and reputable physician selected by the parties hereto and such
physician's determination on the question of disability or incapacity shall
be binding.
V. ADDITIONAL COMPENSATION AND BENEFITS
SECTION 5.1 During the term of this Agreement, the Employee will be
entitled to participate in and receive the benefits of any stock option,
stock ownership, profit-sharing, or other plans, benefits and privileges
given to employees and executives of the Bank which are currently in effect
at the execution of this Agreement or which may come into existence
thereafter to the extent the Employee is otherwise eligible and qualifies to
so participate in and receive such benefits or privileges. The Bank or
theCorporation shall not make any changes in such plans, benefits or
privileges which would adversely affect the Employee's rights or benefits
thereunder, unless such change occurs pursuant to a program applicable to all
executive officers (Vice President or above) of the Bank and does not result
in a proportionately greater adverse change in the rights of or benefits to
the Employee as compared with any other executive officer of the Bank.
Nothing paid to the Employee under any plan or arrangement presently in
effect or made available in the future shall be deemed to be in lieu of the
salary payable to the Employee pursuant to Section 3.1 herein.
SECTION 5.2 Employee agrees to maintain his minimum capital stock
investment in the Corporation ($50,000 stock purchase made in September, 1993
for as long as this Agreement remains in effect. Upon voluntary termination
for good reason as defined in Section 7.10(a) involuntary termination (other
than for just cause as defined herein or as provided in Sections 7.5, 7.7 and
7.7) the Corporation agrees to repurchase from the Employee at book value or
the fair market value, whichever is greater, any capital stock which he may
own in the Corporation. In the event the Corporation is dissolved, liquidated
or reorganized where the Bank is the surviving entity, and the Employee
voluntarily terminates his employment for good reason or is involuntarily
terminated (other than for just cause), the Bank agrees to repurchase from
the Employee at book value or the fair market value, whichever is greater,
any capital stock which he may then own in the Bank; PROVIDED, HOWEVER, that
such repurchase shall not be required to the extent that, the repurchase
would cause the Bank to fail to meet its minimum capital requirements.
SECTION 5.3 Employee shall be entitled to four (4) weeks paid
vacation.
VI. EXPENSES
SECTION 6.1 The Bank shall reimburse the Employee or otherwise
provide for or pay for all reasonable expenses incurred by the Employee in
furtherance or in connection with the business of the Bank including, but not
by way of limitation, automobile and traveling expenses, and all reasonable
entertainment expenses (whether incurred at the Employee's residence, while
traveling,
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or otherwise), subject to such reasonable limitations as may be established
by the Bank's Board of Directors.
SECTION 6.2 The Bank shall provide the Employee with an automobile for
transportation during the term of employment.
VII. TERMINATION
SECTION 7.1 The Bank shall have the right, at any time upon prior
written notice of termination satisfying the requirements of Section 7.10(c)
hereunder, to terminate the Employee's employment hereunder, including
termination for just cause. For the purpose of this Agreement, termination
for just cause shall mean termination for personal dishonesty, incompetence,
willful misconduct, material breach of fiduciary duty, intentional failure to
perform the duties stated in this Agreement, willful violation of any law,
rule or regulation (other than traffic violations or similar offenses),
willful violation of a final cease-and-desist order, willful or intentional
breach or negligence or misconduct in the performance of such duties or
material breach of any provision of this Agreement as determined by a court
of competent jurisdiction or in final agency action by a federal or state
regulatory agency having jurisdiction over the Bank. For purposes of this
Section, no act, or failure to act, on the Employee's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without reasonable belief that his action or omission was in the
best interest of the Bank; provided that any act or omission to act by the
Employee in reasonable reliance upon an opinion of counsel to the Bank shall
not be deemed to be willful.
SECTION 7.2 In the event the Employee is terminated for just cause
pursuant to Section 7.1 herein, the Employee shall have no right to
compensation or other benefits for any period after such date of termination.
If the Employee is terminated by the Bank other than for just cause pursuant
to Section 7.1 herein, and other than in connection with a change in control
of the Bank, as defined herein, the Employee's right to compensation and
other benefits under this Agreement shall be as set forth in Sections 7.10(e)
and (f) herein. In the event the Employee is terminated by the Bank but in
connection with a change in control of the Bank as defined herein, the
Employee's right to compensation and other benefits under this Agreement
shall be as set forth in Sections 7.10(d)(e) and (f) herein.
SECTION 7.3 Employee shall have the right, upon prior written notice
of termination of not less than thirty (30) days satisfying the requirements
of Section 7.10(c) herein, to terminate his employment hereunder, but in such
event, the Employee shall have no right after the date of termination to
compensation or other benefits as provided in this Agreement, unless such
termination is for "good reason", as defined, in Section 7.10(a) herein. If
the Employee provides a notice of termination for good reason, the date of
termination shall be the date on which the notice of termination is given.
SECTION 7.4 If the Employee is suspended from office and/or
temporarily prohibited from participating in the conduct of the Bank's
affairs pursuant to notice served under Section 8(e)(3) or Section 8(g)(1) of
the Federal Deposit Insurance Act ("FDIA") (12 U.S.C. Section 1818[e][3] and
Section 1818[g][1]), Bank's obligations under this Agreement shall be
suspended as of the date of service, unless stayed by appropriate
proceedings. If the charges in the notice are
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dismissed, the Bank may, in its discretion: (i) pay the Employee all or part
of the compensation withheld while its obligations under this Agreement were
suspended, and (ii) reinstate (in whole or in part) any of its obligations
which were suspended.
SECTION 7.5 If the Employee is removed from office and/or permanently
prohibited from participating in the conduct of the Bank's affairs by an
order issued under Section 8(e)(4) or Section 8(g)(1) of the FDIA (12 U.S.C.
Sections 1818[e](4] and [g][1]), all obligations of the Bank under this
Agreement shall terminate as of the effective date of the order, but vested
rights of the Employee and the Bank as of the date of termination shall not
be affected.
SECTION 7.6 All obligations under this Agreement may be terminated
pursuant to 12 C.F.R. Section 563.39(b)(5) (except to the extent that it is
determined that continuation of the Agreement for the continued operation of
Bank is necessary): (i) by the Director of the Office of Thrift Supervision
("OTS"), or his/her designee, at the time the Federal Deposit Insurance
Corporation ("FDIC") or Resolution Trust Corporation enters into an agreement
to provide assistance to or on behalf of Bank under the authority contained
in Section 13(c) of the FDIA (12 U.S.C. Section 1823[c]); or (ii) by the
Director of the OTS, or his/her designee, at the time the Director or his/her
designee approves a supervisory merger to resolve problems related to
operation of Bank or when Bank is determined by the Director of the OTS in
final agency action to be in an unsafe or unsound condition, but vested
rights of the Employee and the Bank as of the date of termination shall not
be affected.
SECTION 7.7 If Bank is in default, as defined in Section 3(x)(1) of
the FDIA (12 U.S.C. Section 1813[x][1]) to mean an adjudication or other
official determination by any court of competent jurisdiction, the
appropriate federal banking agency or other public authority pursuant to
which a conservator, receiver or other legal custodian is appointed for the
Bank, all obligations under this Agreement shall terminate as of the date of
default, but vested rights of the Employee and the Bank as of the date of
termination shall be not affected.
SECTION 7.8 In the event that the Employee is terminated in a manner
which violates any provisions of this Agreement, as determined by a court of
competent jurisdiction, the Employee shall be entitled to reimbursement for
all reasonable costs, including attorneys fees, in challenging such
termination. Further, because of economic disparity between the Bank and the
Employee, the Bank and the Corporation (jointly and severally) agree to pay
for the Employee's reasonable attorneys' fees and costs up to $20,000 to
enforce the terms of this Agreement or recovered damages for breach of this
agreement as follows; up to $10,000 at the commencement of litigation or the
mediation proceedings and up to an additional $10,000 during the course of
litigation or the mediation proceedings. In the event the Employee is
unsuccessful in his claim or defense, the Employee shall reimburse the Bank
and/or the Corporation for any attorney' fees, expenses and costs that have
been advanced. If the Employee is successful, any attorneys' fee award will
be reduced by the amount of attorney's fees and costs that have been
advanced. Such reimbursement shall be in addition to all rights to which the
Employee is otherwise entitled under this Agreement.
SECTION 7.9 This Agreement shall be terminated upon the death of the
Employee during the term of this Agreement; PROVIDED that, if the Employee
has heirs, the estate of the Employee shall be entitled to receive payment in
an amount equal to 75% of the Employee's total annual compensation, at the
date of death, as calculated in accordance with Section 3.1 herein, for the
remainder of the term of this Agreement or twelve (12) months, whichever is
longer. Unless
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alternative arrangements are made by the Bank and the legal representative of
the Employee's estate, such payment shall be made in one installment due and
payable within thirty (30) days of the Employee's death.
SECTION 7.10(a) Employee may terminate his employment hereunder for
good reason. For purposes of this Agreement, "good reason" shall mean (i) a
failure by the Bank to comply with any material provision of this Agreement,
which failure has not been cured within ten (10) days after a notice of such
noncompliance has been given by the Employee to the Bank or the Corporation;
or (ii) subsequent to a change in control as defined in Section 7.10(b)
herein and without the Employee's express written consent, any of the
following shall occur: the assignment to the Employee of any duties
inconsistent with the Employee's positions, duties, responsibilities and
status with the Bank immediately prior to a change in control of the Bank or
the Corporation; a change in the Employee's reporting responsibilities,
titles or offices as in effect immediately prior to a change in control of
the Bank or the Corporation; any removal of the Employee from, or any failure
to re-elect the Employee to, any of such positions, except in connection with
a termination of employment for just cause, disability, death, or removal
pursuant to Sections 7.1 or 7.5 herein; a reduction by the Bank in the
Employee's annual salary as in effect immediately prior to a change in
control; the failure of the Bank to continue in effect any bonus, benefit or
compensation plan, life insurance plan, health and accident plan or
disability plan in which the Employee is participating at the time of a
change in control of the Bank or the Corporation, or the taking of any action
by the Bank which would adversely affect the Employee's participation in or
materially reduce the Employee's benefits under any of such plans, or the
transfer of the Employee to any location outside of the Greater Metro Orlando
Area or the assignment of substantial duties to the Employee to be completed
outside the Greater Metro Orlando Area without the prior consent of the
Employee.
(b) For purposes of this Agreement, a "change in control" shall mean
a change in control with respect to either Bank or the Corporation as defined
in 12 C.F.R. Section 574.4(a) or (b) of the OTS regulations.
(c) Any termination of the Employee's employment by the Bank or by
the Employee shall be communicated by written notice of termination to the
other party hereto. For purposes of this Agreement, a "notice of
termination" shall mean a dated notice which shall: (i) indicate the specific
termination provision in the Agreement relied upon; (ii) set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Employee's employment under the provision so indicated;
(iii) specify a date of termination, which shall be not less than thirty (30)
days nor more than forty-five (45) days after such notice of termination is
given, except in the case of Bank's termination of the Employee's employment
for just cause pursuant to Section 7.1 herein, in which case the notice of
termination may specify a date of termination as of the date of such notice
of nermination is given; and (iv) be given in the manner specified in Section
8.3 herein.
(d). In the event of a change in control as provided in Section 7.10(b)
above, the Corporation agrees to pay the Employee a special incentive bonus
equal to two times the Employee's annual salary then in effect, times the
price/book value ratio at which the Bank or the Corporation is acquired. If
the Employee accepts employment with either the acquiror or the Bank after
the acquisition, the Employee shallbe entitled to a special incentive bonus
equal to two times 50% of the Employee's annual salary then in effect, times
the price/book value ratio at which the Bank or the Corporation was acquired.
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(e) If the Employee shall terminate his employment for good reason as
defined in of Section 7.10(a)(i) herein, or if the Employee is terminated by
the Bank for other than just cause pursuant to Section 7.1 herein, then in
lieu of any further salary payments to the Employee for periods subsequent to
the date of termination, the Employee shall be paid, as severance, an amount
which would equal the Employee's total annual compensation for the remainder
of the term of the Agreement, plus any special incentive bonus which the
Employee would have been entitled to under Section 7.10(b) herein, should a
change in control of the Bank or the Corporation occur within twelve (12)
months of the Employees' voluntary termination for good reason. Such payment
to be made in substantially equal semi-monthly installments on the fifteenth
and last days of each month until paid in full.
(f) Unless the Employee is terminated for just cause pursuant to
Section 7.1 herein, pursuant to Section 7.5 herein, or pursuant to a
termination of employment by the Employee for other than good reason, the
Bank shall maintain in full force and effect, for the continued benefit of
the Employee for the remaining term of this Agreement, or twelve (12) months
(whichever is longer), all employee benefit plans and programs in which the
Employee was entitled to participate immediately prior to the date of
termination, provided that the Employee's continued participation is possible
under the general terms and provisions of such plans and programs. Further,
the Bank shall pay for the same or similar benefits if such benefits are
available to the employee on an individual or group basis as a result of
contractual or statutory provisions requiring or permitting such availability
including, but not limited to, health insurance covered under COBRA.
(g) Employee shall not be required to mitigate the amount of any
payment provided for in Sections 7.10(d) and (e) of this Agreement by seeking
other employment or otherwise.
VIII. MISCELLANEOUS
SECTION 8.1 Notwithstanding anything to the contrary herein
contained, the payment or obligation to pay any monies, or granting of any
rights or privileges to the Employee as provided in this Agreement shall not
be in lieu or derogation of the rights and privileges that the Employee now
has under any plan or benefit presently outstanding.
SECTION 8.2 This Agreement may not be modified, changed, amended, or
altered except in writing signed by the Employee or by his duly authorized
representative, and by a duly authorized representative of the Bank.
SECTION 8.3 All notices given or required to be given herein shall be
in writing, sent by United States first-class certified or registered mail,
postage prepaid, by way of overnight carrier or by hand delivery. If to the
Employee (or to the Employee's spouse or estate upon the Employee's death)
notice shall be sent to Employee's last-known address, and if to the Bank
and/or the Corporation, notice shall be sent to the respective corporate
headquarters. All such notices shall be effective when deposited in the mail
if sent via registered mail, or upon delivery if by hand delivery or sent via
overnight carrier. Either party, by notice in writing, may change or
designate the place for receipt of all such notices.
SECTION 8.4 No course of conduct by the Bank, the Corporation or the
Employee and no delay or omission of the Bank, the Corporation or the
Employee to exercise any right or power given under this Agreement shall: (i)
impair the subsequent exercise of any right or power, or (ii)
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be construed to be a waiver of any default or any acquiescence in or consent
to the curing of any default while any other default shall continue to exist,
or be construed to be a waiver of such continuing default or of any other
right or power that shall theretofore have arisen. Any power and/or remedy
granted by law and by this Agreement to any party hereto may be exercised
from time to time, and as often as may be deemed expedient. All such rights
and powers shall be cumulative to the fullest extent permitted by law.
SECTION 8.5 The "Effective Date" of this Agreement shall be
retroactive to September 1, 1995.
SECTION 8.6 All references herein to particular sections of a statute,
rule or regulation or to a particular disclosure item or schedule shall also
be deemed to be a reference to any successor section, statute, rule,
regulation, disclosure item or schedule.
SECTION 8.7 The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability
of any other provision of this Agreement, which shall remain in full force
and effect.
SECTION 8.8 This Agreement supersedes and replaces all previous
employment agreements or amendments thereto among the Bank, the Corporation
and the Employee.
IX. SUCCESSORS, ETC.
SECTION 9.1 This Agreement shall inure to the benefit of and be
binding upon the Employee, and to the extent applicable, his heirs, assigns,
executors, and personal representatives, and to the Bank and the Corporation,
their successors, and assigns, including, without limitation, any person,
partnership, or corporation which may acquire all or substantially all of the
Bank's or the Corporation's assets and business, or with or into which the
Bank or the Corporation may be consolidated or merged, and this provision
shall apply in the event of any subsequent merger, consolidation, or
transfer, unless such merger or consolidation or subsequent merger or
consolidation is a transaction of the type which would result in termination
under Sections 7.6 and 7.7 herein.
SECTION 9.2 This Agreement is personal to each of the parties and
neither party may assign or delegate any of their rights or obligations under
this Agreement without the prior written consent of the other party.
X. APPLICABLE LAW AND VENUE
SECTION 10.1 This Agreement shall be governed in all respects and be
interpreted by and under the laws of Florida, except to the extent that such
law may be preempted by applicable federal law, including regulations,
opinions or orders duly issued by the OTS or FDIC ("Federal Law"), in which
event this Agreement shall be governed and be interpreted by and under
Federal Law.
SECTION 10.2 The venue for any litigation concerning the enforcement of
this Agreement or a breach of this Agreement shall be Orange County, Florida.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
on this 26th day of January, 1996.
FEDERAL TRUST BANK
By: /s/ George W. Foster
- -------------------------------- --------------------------------
Witness George W. Foster
Chairman of the Board
FEDERAL TRUST CORPORATION
By: /s/ James T. Bell
- -------------------------------- --------------------------------
Witness James T. Bell
Chief Executive Officer and
President
/s/ James V. Suskiewich
- -------------------------------- --------------------------------
Witness James V. Suskiewich
(Employee)
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