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EXHIBIT 10.16
DETROIT REAL ESTATE BOARD FORM - BUSINESS PROPERTY Form 113-A
LEASE
NOTICE: MICHIGAN LAW ESTABLISHES RIGHTS AND OBLIGATIONS FOR
PARTIES TO RENTAL AGREEMENTS. THIS AGREEMENT IS REQUIRED
TO COMPLY WITH THE TRUTH IN RENTING ACT. IF YOU HAVE A QUESTION
ABOUT THE INTERPRETATION OR THE LEGALITY OF A PROVISION OF THIS
AGREEMENT, YOU MAY WANT TO SEEK ASSISTANCE FROM A LAWYER OR
OTHER QUALIFIED PERSON.
(1) THIS LEASE MADE THIS first day of
September 1996 BY AND BETWEEN Richard J. Nash and Susanna
Nash, his wife, whose address is 2500 Executive Hills
Drive, Auburn Hills, Michigan 48326, and Joe Balous, Trustee of
the Joe Balous Revocable Living Trust, whose address is 1110
Crystal Drive, Palm Beach Gardens, Florida 33418, THE LESSOR,
HEREINAFTER DESIGNATED AS THE LANDLORD, AND LDM Industries
Inc., a Michigan corporation, 2500 Executive Hills Drive
Auburn Hills, Michigan 48326
THE LESSEE, HEREINAFTER DESIGNATED AS THE TENANT.
DESCRIPTION (2) WITNESSETH: THE LANDLORD, IN CONSIDERATION OF
THE RENTS TO BE PAID AND THE COVENANTS AND AGREEMENTS TO BE
PERFORMED BY THE TENANT, DOES HEREBY LEASE UNTO THE
TENANT THE FOLLOWING DESCRIBED PREMISES SITUATED IN THE City of
Troy, Oakland County, Michigan
TO WIT: the 19,330 square foot building located at Lot 3, and
the West 90 feet of Lot 4, Kirts Industrial Park
Subdivision, as recorded in Liber 179, Pages 9, 10 and 11 of
Plats, Oakland County Records (more commonly known as 1250
Maplelawn)
TERM (3) For the term of five (5) years
from and after the first day of September,
1996, fully to be completed and ended, the Tenant yielding and
paying during the continuance of this lease unto the
Landlord
RENT for rent of said premises for said term, the
sum of Nine Hundred Thousand and 00/100
Dollars----------------------------- ($900,000)
In lawful money of the United States payable on monthly
installments in advance, upon the first day of each and
every month as follows: --
The first month's rent shall be due on September 1, 1996.
Thereafter, each month's rent shall be due and payable in
advance on the first day of each month. One-half of each
month's rent ($7,500) shall be paid to Lessors Richard J. Nash
and Susanna Nash at the address set forth above, and the
remaining one-half of each month's rent ($7,500) shall be paid
to Lessor Joe Balous, Trustee, at the address set forth above.
RENT (4) The Tenant hereby hires the said premises for
the said term as above mentioned and covenants well and truly
to pay, or cause to be paid unto the Landlord at the
dates and times above mentioned, the rent above reserved.
INSURANCE
*SEE
RIDER
(6) If the Tenant shall default in any payment or
expenditure other than rent required to be paid or expended by
the Tenant under the terms hereof, the Landlord may at his
option make such payment or expenditure, in which event the
amount thereof shall be payable as rental to the Landlord by
the Tenant on the next ensuing rent day together with interest
at 9% per annum from the date of such payment or expenditure
by the Landlord and on default in such payment the Landlord
shall have the same remedies as on default in payment of rent.
(7) All payments of rent or other sums to be made
to the Landlord shall be made at such place as the Landlord
shall designate in writing from time to time.
ASSIGNMENT (8) The Tenant covenants not to assign or transfer
this lease or hypothecate or mortgage the same or sublet said
premises or any part thereof without the written consent of the
Landlord. Any assignment, transfer, hypothecation, mortgage or
subletting without said written consent shall give the Landlord
the right to terminate this lease and to re-enter and repossess
the leased premises.
BANKRUPTCY (9) The Tenant agrees that if the estate created
AND hereby shall be taken in execution, or by other process of law,
INSOLVENCY or if the Tenant shall be declared bankrupt or insolvent,
according to law, or any receiver be appointed for the business
and property of the Tenant, or if any assignment shall be made
of the Tenant's property for the benefit of creditors then and
in such event this lease may be cancelled at the option of the
Landlord.
RIGHT TO (10) The Landlord reserves the right to subject and
MORTGAGE subordinate this lease at all times to the lien of any mortgage
or mortgages now or hereafter placed upon the Landlord's
interest in the said premises and on the land and buildings of
which the said premises are a part or upon any buildings
hereafter placed upon the land of which the leased premises form
a part. And the Tenant covenants and agrees to execute and
deliver upon demand such further instrument or instruments
subordinating this lease to the lien of any such mortgage or
mortgages as shall be desired by the Landlord and any mortgagees
or proposed mortgagees and hereby irrevocably appoints the
Landlord the attorney-in-fact of the Tenant to execute and
deliver any such instrument or instruments for and in the name
of the Tenant.
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USE AND (11) It is understood and agreed between the parties hereto
OCCUPANCY that said premises during the continuance of this lease shall be
used and occupied room for general office and engineering, with
light industrial in back room and for no other purpose or
purposes without the written consent of the Landlord, and that
the Tenant will not use the premises for any purpose in
violation of any law, municipal ordinance or regulation, and
that on any breach of this agreement the Landlord may at his
option terminate this lease forthwith and re-enter and
repossess the leased premises.
FIRE (12) It is understood and agreed that if the premises
hereby leased be damaged or destroyed in whole or in part by fire
or other casualty during the term hereof, the Landlord will
repair and restore the same to good tenantable condition with
reasonable dispatch, and that the rent herein provided for shall
abate entirely in case the entire premises are untenantable and
pro rata for the portion rendered untenantable, in case a part
only is untenantable, until the same shall be restored to a
tenantable condition; provided, however, that if the Tenant
shall fail to adjust his own insurance or to remove his damaged
goods, wares, equipment or property within a reasonable time,
and as a result thereof the repairing and restoration is
delayed, there shall be no abatement of rental during the period
of such resulting delay, and provided further that there shall
be no abatement of rental if such fire or other cause damaging
or destroying the leased premises shall result from the
negligence or willful act of the Tenant, his agents or
employees, and provided further that if the Tenant shall use any
part of the leased premises for storage during the period of
repair a reasonable charge shall be made therefor against the
Tenant, and provided further that in case the leased premises, or
the building of which they are a part, shall be destroyed to the
extent of more than one-half of the value thereof, the Landlord
may at his option terminate this lease forthwith by a written
notice to the Tenant.
REPAIRS
*(13) SEE
RIDER
INSURANCE Tenant agrees to keep the plate glass insured with a
responsible Insurance Company in the name of the Landlord and to
deliver the policy or policies to the Landlord and upon his
failure to do so the Landlord may place such insurance and charge
the same to the Tenant as so much additional rent as provided in
Paragraph 6; but the failure on the part of the Landlord to place
such insurance does not release the Tenant of the liability.
TENANT TO (14) The Tenant agrees to indemnify and hold harmless the
INDEMNIFY Landlord from any liability for damages to any person or
property in, on or about said leased premises from any cause
whatsoever; and Tenant will procure and keep in effect during the
term hereof public liability and property damage insurance for
the benefit of the Landlord in the sum of Five Hundred Thousand
Dollars ($500,000) ---------------- for damages resulting to one
person and One Million Dollars ($1,000,000)-------------- for
damages resulting from one casualty, and Two Hundred Fifty
Thousand Dollars ($250,000)-------------- property damage
insurance resulting from any one occurrence. Tenant shall deliver
said policies to the Landlord and upon Tenant's failure so to do
the Landlord may at his option obtain such insurance and the cost
thereof shall be paid as additional rent due and payable upon the
next ensuing rent day.
REPAIRS AND (15) Tenant further covenants and agrees that he will, at
ALTERATIONS his own expense, during the continuation of this lease, keep the
said premises and every part thereof in as good repair and at the
expiration of the term yield and deliver up the same in like
condition as when taken, reasonable use and wear thereof and
damage by the elements excepted. The Tenant shall not make any
alterations, additions or improvements to said premises without
the Landlord's written consent, and all alterations, additions
or improvements made by either of the parties hereto upon the
premises, except movable office furniture and trade fixtures put
in at the expense of the Tenant, shall be the property of the
Landlord, and shall remain upon and be surrendered with the
premises at the termination of this lease, without molestation or
injury.
The Tenant covenants and agrees that if the demised premises
consists of only a part of a structure owned or controlled by the
Landlord, the Landlord may enter the demised premises at
reasonable times and install or repair pipes, wires and other
appliances or make any repairs deemed by the Landlord essential
to the use and occupancy of other parts of the Landlord's
building.
EMINENT (16) If the whole or any part of the premises hereby leased
DOMAIN shall be taken by any public authority under the power of eminent
domain, then the term of this Lease shall cease on the part so
taken from the day the possession of that part shall be required
for any public purpose and from and after that day the annual
rental received hereunder shall be reduced pro rata for the
portion which shall be so taken. If, however, the portion of the
property so taken shall materially interfere with the use by the
Tenant of the remainder of the property, said Tenant shall have
the right to cancel and declare same null and void by written
notice to the Landlord within sixty (60) days after the
possession shall be taken for such public purpose. All damages
awarded for such taking shall belong to and be the property of
the Landlord, whether such damages shall be awarded as
compensation for diminution in value to the leasehold or to the
fee of the premises herein leased, provided, however, that the
Landlord shall not be entitled to any portion of the award made
to the Tenant for moving expenses or loss of business.
RESERVATION (17) The Landlord reserves the right of free access at all
times to the roof of said leased premises and reserves the right
to rent said roof for advertising purposes. The Tenant shall not
erect any structures for storage or any aerial, or use the roof
for any purpose without the consent in writing of the Landlord.
CARE OF (18) The Tenant shall not perform any acts or carry on any
PREMISES practices which may injure the building or be a nuisance or
menace to other Tenants in the building and shall keep premises
under his control (including adjoining drives, streets, alleys or
yards) clean and free from rubbish, dirt, snow and ice at all
times, and it is further agreed that in the event the Tenant
shall not comply with these provisions, the Landlord may enter
upon said premises and have rubbish, dirt and ashes removed and
the side walks cleaned, in which event the Tenant agrees to pay
all charges that the Landlord shall pay for hauling rubbish,
ashes and dirt or cleaning walks. Said charges shall be paid
to the Landlord by the Tenant as soon as bill is presented to him
and the Landlord shall have the same remedy as is provided in
Paragraph 6 of this lease in the event of Tenant's failure to
pay.
(19) The Tenant shall at his own expense under penalty of
forfeiture and damages promptly comply with all lawful laws,
orders, regulations or ordinances of all municipal, County and
State authorities affecting the premises hereby leased and the
cleanliness, safety, occupation and use of same.
CONDITION (20) The Tenant further acknowledges that he has examined
OF PREMISES the said leased premises prior to the making of this lease, and
AT TIME OF knows the condition thereof, and that no representations as to
LEASE the condition or state of repairs thereof have been made by the
Landlord, or his agent, which are not herein expressed, and the
Tenant hereby accepts the leased premises in their present
condition at the date of the execution of this lease.
(21) The Landlord shall not be responsible or liable to the
Tenant for any loss or damage that may be occasioned by or
through the acts or omissions of persons occupying adjoining
premises ? any part of the premises adjacent to or connected
with the premises hereby leased or any part of the building of
? the leased premises are a part or for any loss or damage
resulting to the Tenant or his property from bursting, ? or
leaking of water, gas, sewer or steam pipes.
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IN CONSIDERATION of the letting of the premises in the foregoing instrument
described, and for the sum of one dollar, to paid do
hereby become surety for the punctual payment of the rent and performance of
the covenants in said instrument mentioned, to be paid and performed by the
second part therein named; and if any default shall at any time be made
therein do hereby promise and agree to pay unto the part
of the first part named in said instrument, the said rent and arrears thereof
that may be due, and fully satisfy the condition of said instrument, and all
damages that may occur by reason of the non-fulfillment thereof, without
requiring notice or proof of the demand being made. The Landlord shall not be
held to strict construction adopted in cases of principal and surety. The
surety shall not have the right to claim discharge, or plead by way of defense
any extension of time given by the Landlord, failure of the Landlord to give
notice of default, receipt by the Landlord of securities from the Tenant,
failure of the Landlord to pursue the Tenant and his property with due
diligence or to apply other remedies and other securities which may possibly
be available to the Landlord and any direct release, unless it be in writing
duly authorized and executed.
WITNESS hand and seal this day of
19 (L.S.)
------------------------------
STATE OF MICHIGAN
COUNTY OF ss.
On this day of , in the year of our Lord One
Thousand Nine Hundred and before me, a
in and for said County, appeared to me personally known,
who, being by me sworn, did (1) say that (2)
the of
the corporation named in and which executed the within instrument, and that the
seal affixed to said instrument is the corporate seal of said corporation, and
that said instrument was signed and sealed in behalf of said corporation by
authority of its Board of Directors; and said
acknowledges said instrument to be the free act and deed of said
corporation.
----------------------------------------------------------------
Notary Public County, Michigan
My Commission Expires
Note: If more than one officer acknowledges, insert at (1) "each for
himself," and (2) "they are respectively."
SECURITY PROVISION
Paragraph 37 (REFER TO PARAGRAPH 36 OF LEASE)
The Landlord herewith acknowledges the receipt of Fifteen Thousand
Dollars ($15,000-----------------), which he is to retain as security for the
faithful performance of all of the covenants, conditions, and agreements of
this lease, but in no event shall the Landlord be obliged to apply the same
upon rents or other charges in arrears or upon damages for the Tenants' failure
to perform the said covenants, conditions, and agreements; the Landlord may
so apply the security at his option; and the Landlord's right to the possession
of the premises for non-payment of rent or for any other reason shall not in
any event be affected by reason of the fact that the Landlord holds this
security. The said sum if not applied toward the payment of rent in arrears or
toward the payment of damages suffered by the Landlord by reason of the
Tenant's breach of the covenants, conditions, and agreements of this lease is
to be returned to the Tenant when this lease is terminated, according to these
terms, and in no event is the said security to be returned until the Tenant has
vacated the premises and delivered possession to the Landlord.
In the event that the Landlord repossesses himself of the said premises
because of the Tenant's default or because of the Tenant's failure to carry out
the covenants, conditions, and agreements of this lease, the Landlord may
apply the said security upon all damages suffered to the date of said
repossession and may retain the said security to apply upon such damages as may
be suffered or shall accrue thereafter by reason of the Tenant's default or
breach. The Landlord shall not be obliged to keep the said security as a
separate fund, but may mix the said security with his own funds.
Joe Balous Richard J. Nash
- ---------------------------- --------------------------(L.S.)
Joe Balous, Trustee, Lessor Richard J. Nash, Lessor
Susanna Nash
--------------------------
Susanna Nash, Lessor
DETROIT REAL ESTATE BOARD
BUSINESS PROPERTY LEASE
Landlord
-------------------------------------
Tenant
-------------------------------------
Premises
-------------------------------------
From
------------------------------------
To
------------------------------------
==============================================
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THE RIEGLE PRESS, INC., FLINT, MICHIGAN
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RE-RENTING (22) The Tenant hereby agrees that for a period
commencing 90 days prior to the termination of this lease, the
Landlord may show the premises to prospective Tenants, and 60
days prior to the termination of this lease, may display in and
about said premises and in the windows thereof, the usual and
ordinary "TO RENT" signs.
HOLDING (23) It is hereby agreed that in the event of the
OVER Tenant herein holding over after the termination of this lease,
thereafter the tenancy shall be from month to month in the
absence of a written agreement to the contrary.
GAS, WATER, (24) The Tenant will pay all charges made against
HEAT, said leased premises for gas, water, heat and electricity
ELECTRICITY during the continuance of this lease, as the same shall become
due.
ADVERTISING (25) It is further agreed that all signs and
DISPLAY advertising displayed in and about the premises shall be such
only as advertise the business carried on upon said premises,
and that the Landlord shall control the character and size
thereof, and that no sign shall be displayed excepting such as
shall be approved in writing by the Landlord, and that no
awning shall be installed or used on the exterior of said
building unless approved in writing by the Landlord.
ACCESS TO (26) The Landlord shall have the right to enter upon
PREMISES the leased premises at all reasonable hours for the purpose of
inspecting the same. If the Landlord deems any repairs
necessary he may demand that the Tenant make the same and if
the Tenant refuses or neglects forthwith to commence such
repairs and complete the same with reasonable dispatch the
Landlord may make or cause to be made such repairs and shall
not be responsible to the Tenant for any loss or damage that
may accrue to his stock or business by reason thereof, and if
the Landlord makes or causes to be made such repairs the
Tenant agrees that he will forthwith on demand pay to the
Landlord the cost thereof with interest at 9% per annum, and
if he shall make default in such payment the Landlord shall
have the remedies provided in Paragraph 6 hereof.
RE-ENTRY (27) In case any rent shall be due and unpaid or if
default be made in any of the covenants herein contained, or if
said leased premises shall be deserted or vacated, then it
shall be lawful for the Landlord, his certain attorney, heirs,
representatives and assigns, to re-enter into, re-possess the
said premises and the Tenant and each and every occupant to
remove and put out.
QUIET (28) The Landlord covenants that the said Tenant, on
ENJOYMENT payment of all the aforesaid installments and performing all
the covenants aforesaid, shall and may peacefully and quietly
have, hold and enjoy the said demised premises for the term
aforesaid.
EXPENSES-- (29) In the event that the Landlord shall, during the
DAMAGES period covered by this lease, obtain possession of said
RE-ENTRY premises by re-entry, summary proceedings, or otherwise, the
Tenant hereby agrees to pay the Landlord the expense incurred
in obtaining possession of said premises, and also all
expenses and commissions which may be paid in and about the
letting of the same, and all other damages.
REMEDIES (30) It is agreed that each and every of the rights,
NOT remedies and benefits provided by this lease shall be
EXCLUSIVE cumulative, and shall not be exclusive of any other of said
rights, remedies and benefits, or of any other rights, remedies
and benefits allowed by law.
WAIVER (31) One or more waivers of any covenant or condition
by the Landlord shall not be construed as a waiver of a further
breach of the same covenant or condition.
DELAY OF (32) It is understood that if the Tenant shall be
POSSESSION unable to enter into and occupy the premises hereby leased at
the time above provided, by reason of the said premises not
being ready for occupancy, or by reason of the holding over of
any previous occupant of said premises, or as a result of any
cause or reason beyond the direct control of the Landlord, the
Landlord shall not be liable in damages to the Tenant therefor,
but during the period the Tenant shall be unable to occupy said
premises as hereinbefore provided, the rental therefor shall be
abated and the Landlord is to be the sole judge as to when the
premises are ready for occupancy.
NOTICES (33) Whenever under this lease a provision is made for
notice of any kind it shall be deemed sufficient notice and
service thereof if such notice to the Tenant is in writing
addressed to the Tenant at his last known Post Office address
or at the leased premises and deposited in the mail with postage
prepaid and if such notice to the Landlord is in writing
addressed to the last known Post Office address of the
Landlord and deposited in the mail with postage prepaid.
Notice need be sent to only one Tenant or Landlord where the
Tenant or Landlord is more than one person.
(34) It is agreed that in this lease the word "he"
shall be used as synonymous with the words "she," "it" and
"they," and the word "his" synonymous with the words, "her,"
"its" and "their."
(35) The covenants, conditions and agreements made and
entered into by the parties hereto are declared binding on
their respective heirs, successors, representatives and
assigns.
(36) In the event security is given, Paragraph 37 on
the last page shall be deemed a part of this lease.
See Rider attached hereto and incorporated herein by reference.
TRUTH IN RENTING ACT PROVISIONS: Landlord and Tenant
specifically agree that this lease shall not, is not intended,
nor shall it be construed, to violate any of the provisions of
the Truth in Renting Act. If, however, any provision of this
lease does in fact reach any such result, then such provision
shall be null and void, but the other provisions of this lease
shall continue to remain in full force and effect.
The address of the landlord for purposes of notice
under the Truth in Renting Act and for all other purposes
is 2500 Executive Hills Drive, Auburn Hills, Michigan 48326
IN WITNESS WHEREOF, The parties have hereunto set their
hands and scale the day and year first above written.
WITNESSED BY:
Richard J. Nash
------------------------- ----------------------------(L.S.)
Richard J. Nash, Lessor
Susanna Nash
------------------------- ----------------------------(L.S.)
Susanna Nash, Lessor
Joe Balous
------------------------- ----------------------------(L.S.)
Joe Balous, Trustee, Lessor
LDM Industries Inc., Lessee
------------------------- ----------------------------(L.S.)
By: Joe Balous, Chairman
----------------------------(L.S.)
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RIDER TO LEASE DATED SEPTEMBER 1, 1996,
BETWEEN RICHARD J. NASH, SUSANNA NASH, AND
JOE BALOUS, TRUSTEE, AS LANDLORD, AND
LDM INDUSTRIES, INC., AS TENANT
(5) INSURANCE. In addition to the rentals hereinbefore specified, the
Tenant agrees to pay as additional rent all premiums for insurance
against loss by fire on the premises and on the improvements situated
on said premises. The Tenant, at its own cost and expense, shall, at
all times during the term of this Lease, maintain insurance against
fire, vandalism, malicious mischief, and such other perils as are from
time to time included in a standard extended coverage endorsement,
covering the premises, and any improvements thereon, in an amount not
less than 100% of the appraised value thereof as appraised by the
insurance company underwriters. All such policies of insurance shall
contain replacement cost riders and shall be made payable to the
Tenant, the Landlord, and any mortgagee, as their respective interests
may appear. In the event Tenant fails to obtain such insurance, the
Landlord shall have the right to obtain said insurance and to bill the
Tenant for the full amount paid therefor, which amount shall then
become additional rent due on the first day of the following month.
(13) REPAIRS. The Tenant shall, at all times during the term of this
Lease, at its own expense, put and maintain in thorough repair and in
good and safe condition, all portions of the leased premises,
including, without limitation, all equipment and appurtenances
thereto, the roof and outer walls, all plumbing and sewage facilities,
fixtures, and the heating, air conditioning, sprinkler and electrical
systems, both inside and outside, structural and non-structural,
extraordinary and ordinary and whether or not necessitated by wear,
tear, obsolescence, or defects, latent or otherwise. In the event
Tenant fails to promptly make repairs to the premises, the Landlord
shall have the right to make such repairs and to bill the Tenant for
the full amount of said repairs, which amount shall then become
additional rent due on the first day of the following month.
(38) TAXES AND ASSESSMENTS. The Tenant, in addition to the fixed rent
provided for herein, shall pay on a prorated due date basis all taxes
and assessments on the leased property, and on the buildings and
improvements thereon, which are assessed during the lease term. All
taxes assessed prior to but payable after the effective date of the
lease term, and all taxes assessed during the term but payable after
the lease term, shall be paid on a prorated due date basis, so that
the Landlord shall pay its prorated share for the period prior to and
for the period subsequent to the lease term. Special assessments shall
be deemed to be payable in equal monthly installments in the amount,
including principal and interest, necessary to amortize the amount of
the assessment over the term thereof, with interest.
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(39) SUBROGATION. Each of Landlord and Tenant hereby releases the other
from any and all liability or responsibility (to the other or anyone
claiming through or under them by way of subrogation or otherwise) for
any loss or damage to the property caused by fire or any of the
extended coverage perils, even if such fire or other casualty shall
have been caused by the fault or negligence of the other party or
anyone for whom such party may be responsible; provided, however, that
this clause shall be applicable and in force and effect only with
respect to loss or damage occurring during such time as the Landlord's
and Tenant's policies shall contain a clause or endorsement to the
effect that any such release shall not adversely affect or impair said
policies or prejudice the right of the releasor to recover thereunder.
Each of the Landlord and Tenant agrees that its policies will include
this clause or endorsement.
(40) NET LEASE. The parties acknowledge that this Lease Agreement is
intended to be a full net lease, the rent to be paid to Landlord by
Tenant to be net to Landlord after payment of all taxes, maintenance,
repair, utility, and other operational expenses, all of which are to
be paid by Tenant in addition to the rent required herein, whether or
not all such expenses are specifically listed or described in this
Lease Agreement.
(41) ENTIRE AGREEMENT. This Lease constitutes the entire understanding and
agreement among the parties with respect to the subject matter hereof
and supersedes all prior leases and other agreements among the
parties.
Richard J. Nash
-------------------------------
Richard J. Nash, Lessor
Susanna Nash
-------------------------------
Susanna Nash, Lessor
Joe Balous
-------------------------------
Joe Balous, Trustee, Lessor
-------------------------------
LDM INDUSTRIES INC., Lessee
Joe Balous
By: ---------------------------
JOE BALOUS, Chairman
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