EXHIBIT 10.5
FORM OF EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of this __ day of
_________, 1998, by and between Edward B. Romanov, Jr. ("Employee") and
ElderTrust, a Maryland real estate investment trust ("Employer").
BACKGROUND
The Board of Trustees of the Employer (the "Board of Trustees")
recognizes that the Employee's contribution to the growth and success of the
Employer will be substantial. The Board desires to provide for the employment of
the Employee. The Employee is willing to commit himself to serve the Employer,
on the terms and conditions herein provided.
In order to effect the foregoing, the Employer and the Employee wish to
enter into an employment agreement on the terms and conditions set forth below.
Accordingly, in consideration of the premises and the respective covenants and
agreements of the parties herein contained, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Employment and Duties. Employer shall employ Employee as Employer's
President and Chief Executive Officer during the term of employment set forth in
Section 2 hereof. Employee shall perform the duties of the President and Chief
Executive Officer of Employer and shall provide to Employer such other services
befitting Employee's position as are reasonably requested of him from time to
time by the Board of Trustees of Employer, including responsibility for the
following: (i) implementation of the Company's investment and growth strategies
including establishment of investment policies; (ii) review, analysis and
execution of investment decisions; (iii) maximization of return on portfolio;
(iv) procurement of capital; (v) oversight of investor relations; (vi) assurance
of proper financial reporting and securities law compliance; and (vii)
establishment of corporate governance and employee policies. Employee shall have
supervision and control over, and responsibility for, the business and affairs
of Employer as provided in the Bylaws of Employer, subject to the direction of
Employer's Board of Trustees. Employee shall report only to the Board of
Trustees of Employer and his powers and authority shall be superior to those of
any officer or employee of Employer. Employee shall devote his full time,
energy, skill and best efforts to the business and affairs of Employer provided,
however, that nothing herein shall preclude Employee from serving as a director,
trustee, officer of, or partner in, any other firm, trust, corporation or
partnership or from pursuing personal investments, as long as such activities do
not interfere with Employee's performance of his duties hereunder. Employee
agrees to serve, without additional compensation, as a trustee of the Employer
and a trustee or director of any of its subsidiaries and in one or more
executive offices of any of the Employer's subsidiaries.
2. Term. The term of Employee's employment under this
Agreement shall be a three year period commencing on the closing date (the
"Effective Date") of the Company's initial public offering of its common shares
of beneficial interest, par value $.01 per share ("Common Shares") and ending on
the third anniversary of the Effective Date, unless further extended or sooner
terminated in accordance with the other provisions hereof (the "Term"). On the
third anniversary of the Effective Date and on the last day of every second
contract year thereafter, the Term shall be automatically extended for two
years. The last day of the Term, as from time to time extended, is hereinafter
referred to as the "Expiration Date." Employer or Employee may elect to
terminate the automatic extension of the Term set forth in this section by
giving written notice of such election not less than one ( 1 ) year prior to the
end of the then current term. The Effective Date shall be confirmed by the
parties in writing.
3. Compensation.
3.1 Base Salary. Employer shall pay to Employee as his base
compensation for all services rendered hereunder an annual base salary of
$250,000 per year ("Base Salary"), for the first contract year, increasing to
such higher rate as may from time to time be determined by the Board of
Trustees, payable in accordance with Employer `s normal payroll practices for
employees. Employer shall deduct or cause to be deducted from the Base Salary
all taxes and amounts required by law to be withheld. Employee's Base Salary
shall be reviewed by the Board of Trustees no less frequently than annually,
with the first such review to be made one year after the Effective Date.
3.2 Benefits. During the Term, subject to the other
provisions of this Agreement, Employee shall be entitled to participate and
shall be included in any savings, 401(k), pension, profit-sharing, group
medical, group life, group disability or similar plan adopted by Employer now
existing, or established hereafter, to the extent he is eligible under the
general provisions thereof.
3.3 Discretionary Bonuses. During the term of this
Agreement, Employee shall be entitled to such bonuses as may be authorized,
declared, and paid by the Board of Trustees in its sole discretion. The Board of
Trustees shall review Employee's entitlement to a bonus no less frequently than
annually, with the first such review to be made one year after the Effective
Date.
3.4 Distribution Equivalent Rights. Employee will
participate in Employer's 1998 Share Option and Incentive Plan (the "Plan") and
will receive a grant of 37,500 Distribution Equivalent Rights ("Rights").
Employee will be assigned an account under the Plan (the "Distribution
Equivalent Account") which will be credited with distribution equivalents as and
when distributions on the Common Shares are declared and paid by the Board of
Trustees, which distribution equivalents will be in an amount equal to the
distribution amount per Common Share declared and paid by the Board of Trustees
at any time, multiplied by the number of Rights credited to Employee as of such
time. Any such distribution equivalents credited to Employee's Distribution
Equivalent Account will be deemed to be reinvested in Common Shares upon receipt
at a rate equal to the distribution yield rate on the Common Shares as of the
first day of each fiscal year, compounded quarterly. Employee's interest in the
Distribution Equivalent Account will vest at a rate of 20% per year over five
years; provided, however, that Employee's interest in the Distribution
Equivalent Account will become fully vested on a Change in Control (as defined
below). Notwithstanding the foregoing, during the first year following the
Effective Date, the distribution yield rate shall be deemed to equal the Prime
Rate as determined from time to time by Mellon Bank, N.A.
3.5 Share Options. On the Effective Date, Employee will be
granted options to purchase 300,000 Common Shares pursuant to the Plan (the
"Initial Options"). The option exercise price for the Initial Options will be
the offering price per Common Share in Employer's initial public offering. Of
the Initial Options, Options for 150,000 Common Shares will vest immediately and
Options for 150,000 Common Shares will vest at a rate of 50,000 per year
beginning on the first anniversary of the Effective Date; provided, however,
that these latter Initial Options will become fully vested on a Change in
Control. Employee may be granted additional options to purchase Common Shares
pursuant to the Plan at any time and from time to time as the Board of Trustees
determines in its sole discretion. Any such additional options granted to
Employee will be subject to the terms of the Plan.
3.6 Fringe Benefits.
3.6.1 Vacation. Employee shall be entitled to five
weeks of vacation during each year.
3.6.2 Reimbursement of Expenses. Employee is authorized
to incur ordinary, necessary and reasonable expenses in the course of Employer's
business. Employer shall reimburse Employee for such expenses upon presentation
by Employee of an itemized account of such expenditures in accordance with
Employer's established policy, unless such expenses have been paid directly by
Employer.
3.7 Entire Compensation. The compensation provided for in this
Section 3 shall be the full consideration for the services to be rendered by
Employee to Employer hereunder.
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4. Termination.
4.1 Notice of Termination. Any termination by Employer or
by Employee shall be communicated by written Notice of Termination to the other
party hereto. As used in this Agreement, "Notice of Termination" means a notice
specifying the termination provision in this Agreement relied upon and setting
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Employee's employment under the provision specified.
As used in this Agreement, "Date of Termination" shall mean the date specified
in the Notice of Termination.
4.2 Grounds for Termination.
4.2.1 Termination upon Death. Employee's employment
with Employer and all of Employee's rights to compensation and benefits
hereunder shall automatically terminate upon his death, except that Employee`s
heirs, personal representatives or estate shall be entitled to any unpaid
portion of his Salary and accrued benefits up to the Date of Termination and
shall also be entitled to reimbursement for any expenses incurred by Employee
hereunder. In addition, Employee's heirs, personal representatives or estate
shall be entitled to receive the bonus, if any, earned by Employee prior to
death (in accordance with Section 3.3 hereof); all of Employee's Initial Options
shall vest; and if the termination event occurs (a) prior to the third
anniversary of the Effective Date, they will receive 60% or (b) after the third
anniversary, they will receive 100% of Employee's Distribution Equivalent
Account.
4.2.2 Termination Upon Disability. If Employee
becomes disabled, Employee shall continue to receive all of his compensation and
benefits in accordance with Section 3 for a period of six (6) months following
the Onset of Disability (as defined in this Section 4.2.2). Any amounts due to
Employee as compensation under this Section 4.2.2 shall be reduced, dollar
dollar, by any amounts received by Employee under any disability insurance
policy or plan provided to Employee by Employer. "Onset of Disability" means the
first day on which Employee shall be unable to attend to the regular affairs of
Employer on a full time basis by reason of physical or mental incapacity,
sickness or infirmity. If Employee's disability continues for more than six (6)
months after the Onset of Disability or for periods aggregating more than nine
(9) months during any twenty-four (24) month period, then Employer shall have
the right to terminate Employee's employment immediately upon notice, and all of
his rights to compensation and benefits hereunder shall simultaneously
terminate, except that Employee shall be entitled to any unpaid portion of his
Salary, bonus and accrued benefits up to the Date of Termination and to any
benefits which are to be continued or paid after the Date of Termination in
accordance with the terms of the corresponding benefit plans.
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4.2.3 Termination for Cause. At any time during the
Term, Employer may terminate Employee's employment hereunder for Cause (as
defined herein), effective immediately upon notice to Employee, if at a duly
convened meeting of the Board of Trustees of which Employee was given reasonable
advance notice and at which Employee and his counsel had the opportunity to be
heard, a resolution was duly adopted by the affirmative vote of not less than
two-thirds of the entire membership of the Board of Trustees finding that, in
the good faith judgment of the Board of Trustees, (1) an event (which is
described in the resolution in reasonable detail) constituting Cause has
occurred, and (2) either Employee had a reasonable opportunity to take remedial
action but failed or refused to do so, or an opportunity to take remedial action
would not have been meaningful or appropriate under the circumstances. For
purposes of this Agreement, Cause shall mean: (1) Employee willfully breaches or
fails to diligently perform any or all of his duties under this Agreement (other
than such failure resulting from Employee's incapacity due to physical or mental
illness) and Employee continues to do so after demand for substantial
performance is delivered by the Employer that specifically identifies the manner
in which the Employer believes the Employee has not diligently performed his
duties under this Agreement, (2) Employee commits an act of dishonesty or breach
of trust, (3) Employee willfully violates or breaches any of the material
provisions of this Agreement, (4) Employee's act or omission to act results in
or is intended to result directly in unjust gain to or personal enrichment of
Employee at Employer's expense, or (5) Employee is indicted for or convicted of
a felony, including, without limitation, involving larceny, embezzlement or
moral turpitude.
Notwithstanding anything to the contrary contained
herein, except for an act set forth in subsection (5) above, the term "Cause"
shall not include any act or omission to act of the Employee:
(1) if such act or omission has been approved by the
Board of Trustees of Employer; or
(2) which is the result of bad judgment or negligence
on the part of the Employee.
On termination of this Agreement pursuant to this
Section 4.2.3, all rights to compensation and benefits of Employee shall cease
as of the Date of Termination, except Employee shall be entitled to any unpaid
portion of his Salary and benefits earned to the Date of Termination. The
Employee shall have the option to have assigned to him at no cost and with no
apportionment of prepaid premiums any assignable insurance policy owned by the
Employer and relating specifically to the Employee.
4.2.4 Termination without Cause. This Agreement may
be terminated by the corporation upon thirty (30) days' prior written notice
without Cause being assigned therefor upon affirmative vote of a majority of the
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members of the Board of Trustees entitled to vote on the matter. On termination
of this Agreement without Cause, Employee shall be entitled to the payments he
would have received had the Agreement been terminated under the provisions of
Section 4.2.3, all of his Initial Options shall vest, and shall, in addition, be
entitled to severance compensation equal to two times his then current Base
Salary and most recent annual bonus, if any. In addition, if the Agreement is
terminated without cause (a) prior to the third anniversary of the Effective
Date, Employee will receive 60% or (b) after the third anniversary Employee will
receive 100%, of his Distribution Equivalent Account.
4.2.5 Termination for "Good Reason". Employee may,
upon thirty (30) days' prior written notice, terminate this Agreement for Good
Reason if (1) Employer elects to terminate the automatic extension of the Term,
(2) if Employer significantly changes Employee's duties or reduces Employee's
responsibility or authority or (3) other than at the request of Employee,
Employer transfers Employee to a location that results in a commuting distance
for Employee that is more than ten (10) miles greater than Employee's commute as
of the Effective Date. If Employee terminates this Agreement for Good Reason, he
shall be entitled to the payments he would have received under Section 4 .2.3,
all of his Initial Options shall vest and shall, in addition, be entitled to
receive severance compensation equal to two (2) times his then current Base
Salary and most recent annual bonus, if any. In addition, if the Agreement is
terminated for Good Reason (a) prior to the third anniversary of the Effective
Date, Employee will receive 60% or (b) after the third anniversary, Employee
will receive 100% of his Distribution Equivalent Account.
4.3 Mitigation. Employee shall not be required to mitigate
the amount of any payment provided-for in Section 4 by seeking employment or
otherwise. Employer shall not be entitled to set off against the amounts payable
to Employee hereunder any amounts earned by Employee in other employment after
termination of his employment with Employer hereunder or any amounts which might
have been earned by Employee in other employment had he sought such other
employment. The amounts payable to Employee hereunder shall not be treated as
damages but as severance compensation to which Employee is entitled by reason of
termination of his employment in the circumstances contemplated by this
Agreement.
4.4 Procedure Upon Termination. On termination of
employment regardless of the reason, Employee shall promptly return to Employer
all documents (including copies) and other property of Employer, including
without limitation, customer lists, manuals, letters, materials , reports, and
records in his possession or control no matter from whom or in what manner
acquired.
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5. Employee's Covenants.
5.1 Discoveries. Employee shall communicate to Employer and
preserve as confidential information of Employer each discovery, idea, design,
invention and improvement relating in any manner to Employer's business, whether
or not patentable and whether or not reduced to practice, which is conceived,
developed or made by Employee, whether alone, or jointly with others, at any
time during the Term hereof (such discoveries, ideas, designs, inventions and
improvements are referred to as "Employee's Discoveries"). All of Employee's
Discoveries shall be Employer's exclusive property, and all of Employee's right,
title and interest therein are hereby irrevocably assigned to Employer, Employee
shall not, except with Employer's express prior written consent, or except in
the proper course of his employment with Employer, use any of Employee's
Discoveries for his own benefit or the benefit of any Person (as defined
herein), or disclose any of Employee's Discoveries to any outside Person through
publication or in any other manner.
For purposes of this Agreement, the term "Person" means a
natural person, corporation, partnership, trust, estate, joint venture, sole
proprietorship, government (and any branch or subdivision thereof), governmental
agency, association, cooperative or other entity.
5.2 Nondisclosure. At all times during and after the Term,
Employee shall keep confidential and shall not, except with Employer's express
prior written consent, or except in the proper course of his employment with
Employer, directly or indirectly, communicate, disclose, divulge, publish or
otherwise express, to any Person, or use for his own benefit or the benefit of
any Person, any trade secrets, confidential or proprietary knowledge or
information, no matter when or how acquired, concerning the conduct and details
of Employer's business, including without limitation names of customers and
suppliers, marketing methods, unique financing methods, trade secrets, policies,
prospects and financial condition. For purposes of this Section 5.2,
confidential information shall not include any information which is now known by
or readily available to the general public or which becomes known by or readily
available to the general public other than as a result of any improper act or
omission of Employee.
5.3 Non-competition. During the Term hereof and for a
period of two (2) years thereafter, Employee shall not, except with Employer's
express prior written consent, directly or indirectly, in any capacity, for the
benefit of any Person:
(1) communicate with or solicit any Person who is or
during such period becomes a customer, supplier, employee, salesman, agent or
representative of Employer, in any manner which interferes or might interfere
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with such Person's relationship with Employer, or in an effort to obtain such
Person as customer, supplier, employee, salesman, agent, or representative of
any business in competition with Employer within 100 miles of any office or
facility owned, leased or operated by Employer.
(2) Establish, engage, own, manage, operate, join or
control, or participate in the establishment, ownership (other than as the owner
of less than 1% of the stock of a corporation whose shares are publicly traded),
management, operation or control of, or be a director, trustee, officer,
employee, salesman, agent or representative of, or be a consultant to, any
Person in any business in competition with Employer, at any location within 100
miles of any office or facility owned, leased or operated by Employer, or act or
conduct himself in any manner which he would have reason to believe inimical or
contrary to the best interests of Employer.
5.4 Enforcement. Employee acknowledges that any breach by
him of any of the covenants and agreements of this Section 5 ("Covenants") will
result in irreparable injury to Employer for which money damages could not
adequately compensate Employer, and therefore, in the event of any such breach,
Employer shall be entitled, in addition to all other rights and remedies which
Employer may have at law or in equity, to have an injunction issued by any
competent court enjoining and restraining Employee and/or all other Persons
involved therein from continuing such breach. The existence of any claim or
cause of action which Employee or any such other Person may have against
Employer shall not constitute a defense or bar to the enforcement of any of the
Covenants. If Employer is obliged to resort to litigation to enforce any of the
Covenants which has a fixed term, then such term shall be extended for a period
of time equal to the period during which a material breach of such Covenant was
occurring, beginning on the date of a final court order (without further right
of appeal) holding that such a material breach occurred or, if later, the last
day of the original fixed term of such Covenant.
5.5 Consideration. Employee expressly acknowledges that the
Covenants are a material part of the consideration bargained for by Employer
and, without the agreement of Employee to be bound by the Covenants, Employer
would not have agreed to enter into this Agreement.
5.6 Scope. If any portion of any Covenant or its
application is construed to be invalid, illegal, or unenforceable, then the
other portions and their application shall not be affected thereby and shall be
enforceable without regard thereto. If any of the Covenants is determined to be
unenforceable because of its scope, duration, geographical area or similar
factor, then the court making such determination shall have the power to reduce
or limit such scope, duration, area or other factor, and such Covenant shall
then be enforceable in its reduced or limited form.
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6. Miscellaneous.
6.1 Notices. All notices, requests, demands, consents or
other communications required or permitted to be given under this Agreement
shall be in writing and shall be deemed to have been duly given if and when (1)
delivered personally, (2) mailed by first class certified mail, return receipt
requested, postage prepaid, or (3) sent by a nationally recognized express
courier service postage or delivery charges prepaid, to the parties at their
respective addresses stated below or to such other addresses of which the
parties may give notice in accordance with this Section.
If to Employer, to:
ElderTrust
415 McFarlan Road, Suite 202
Kennett Square, PA 19348
Attention: Chairman of the Board
If to Employee, to:
Edward B. Romanov, Jr.
[ ]
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6.2 Entire Understanding. This Agreement, sets forth the
entire understanding between the parties with respect to the subject matter
hereof and supersedes all prior and contemporaneous, written, oral, expressed or
implied, communications, agreements and understandings with respect to the
subject matter hereof.
6.3 Modification. This Agreement shall not be amended,
modified, supplemented or terminated except in writing signed by bath parties.
No action taken by Employer hereunder, including without limitation any waiver,
consent or approval, shall be effective unless approved by a majority of the
Board of Trustees.
6.4 Prior Agreements. Employee represents to Employer (1)
that there are no restrictions, agreements understandings whatsoever to which
Employee is a party which would prevent or make unlawful his execution of this
Agreement or his employment hereunder, (2) that his execution of this Agreement
and his employment hereunder shall not constitute a breach of any contract,
agreement or understanding, oral or written to which he is a party or by which
he is bound and (3) that he is free and able to execute this Agreement and to
enter into employment by Employer.
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6.5 Parties in Interest. This Agreement and all rights of
Employee hereunder shall inure to the benefit of, bind and be enforceable by
Employee and his heirs, personal representatives, estate and beneficiaries, and
Employer and its successors and assigns. This Agreement is a personal employment
contract of Employer, being for the personal services of Employee, and shall not
be assignable by Employee.
6.6 Severability. If any provision of this Agreement is
construed to be invalid, illegal or unenforceable, then the remaining provisions
hereof shall not be affected thereby and shall be enforceable without regard
thereto.
6.7 Counterparts. This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be an
original hereof' and it shall not be necessary in making proof of this Agreement
to produce or account for more than one counterpart hereof.
6.8 Section Headings. Section and subsection headings in this
Agreement are inserted for convenience of reference only, and shall neither
constitute a part of this Agreement nor affect its construction, interpretation,
meaning or effect.
6.9 References. All words used in this Agreement shall be
construed to be of such number and gender as the context requires or permits.
6.10 Controlling Law. This Agreement is made under, and shall
be governed by, construed and enforced in accordance with, the substantive laws
of Pennsylvania applicable to agreements made and to be performed entirely
therein.
6.11 Settlement of Disputes. Any claims, controversies,
demands, disputes or differences between or among the parties hereto or any
persons bound hereby arising out of, or by virtue of, or in connection with, or
relating to this Agreement shall be submitted to and settled by arbitration in
Philadelphia Pennsylvania, before and in accordance with the rule, then
obtaining of the American Arbitration Association ("AAA"). In the event AAA does
not exist for settlement of disputes at the time either or both of the parties
desire to submit a claim, controversy, demand, dispute or difference to
arbitration, then such claim, controversy, demand, dispute or difference shall
be submitted to and settled by arbitration in Philadelphia, Pennsylvania before
a single arbitrator who shall be knowledgeable in the field of business law and
employment relations and such arbitration shall be in accordance with the rules
then obtaining of the American Arbitration Association. The parties agree to
bear joint and equal responsibility for all fees of the arbitrator, abide by any
decision rendered as final and binding, and waive the right to submit the
dispute to a public tribunal for a jury or non jury trial.
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6.12 Approval and Authorizations. The execution and the
implementation of the terms and conditions of this Agreement have been fully
authorized by the Board of Trustees.
6.13 Indulgences, Etc. Neither the failure nor delay on the
part of either party to exercise any right, remedy, power or privilege under
this Agreement shall operate as a waiver thereof, nor shall the single or
partial exercise of any right, remedy, power or privilege preclude any other or
further exercise of the same or any other right, remedy, power or privilege, nor
shall any waiver of any right, remedy, power or privilege with respect to any
occurrence be construed as a waiver of such right, remedy, power or privilege
with respect to any other occurrence. No waiver shall be effective unless it is
in writing and is signed by the party asserted to have granted such waiver.
6.14 Legal Expenses. In the event that the Employee institutes
any legal action to enforce his rights under, or to recover damages for breach
of this Agreement, the Employee, if he is the prevailing party, shall be
entitled to recover from the Employer any actual expenses for attorney's fees
and disbursements incurred by him.
6.15 Definition of "Change in Control". A "Change in Control"
shall be deemed to have occurred if (i) any "person" (as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), becomes, after the date hereof, the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Employer representing fifty percent (50%) or more of the
combined voting power of the Employer's then outstanding securities; (ii) during
any two (2) year period, individuals who at the beginning of such period
constitute the Board of Trustees, including for this purpose any new trustee
whose election resulted from a vacancy on the Board of Trustees caused by the
mandatory retirement, death, or disability of a trustee and was approved by a
vote of at least two-thirds (2/3rds) of the trustees then still in office who
were trustees at the beginning of the period, cease for any reason to constitute
a majority thereof; (iii) notwithstanding clauses (i) or (v) of this Section
6.15, the Employer consummates a merger or consolidation of the Employer with or
into another corporation or trust, the result of which is that the shareholders
of the Employer at the time of the execution of the agreement to merge or
consolidate own less than eighty percent (80%) of the total equity of the entity
surviving or resulting from the merger or consolidation or of a entity owning,
directly or indirectly, one hundred percent (100%) of the total equity of such
surviving or resulting entity; (iv) the sale in one or a series of transactions
of all or substantially all of the assets of the Employer; (v) any person, has
commenced a tender or exchange offer, or entered into an agreement or received
an option to acquire beneficial ownership of fifty percent (50%) or more of the
total number of voting shares of the Employer unless the Board of Trustees has
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made a determination that such action does not constitute and will not
constitute a change in the persons in control of the Employer; or (vi) there is
a change of control in the Employer of a nature that would be required to be
reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Exchange Act other than in circumstances specifically covered by
clauses (i) - (v) above.
6.16 Notwithstanding anything else in this Agreement, solely
in the event of a Change of Control, the amount of severance compensation paid
to Employee under this Agreement, shall not include any amount that the
Corporation is prohibited from deducting for federal income tax purposes by
virtue of Section 280 G of the Internal Revenue Code or any successor provision.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement the
day and year first above mentioned.
EMPLOYER:
ELDERTRUST
By:
-----------------------------
Name:
Title:
EMPLOYEE:
--------------------------------
Edward B. Romanov, Jr.
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