EXHIBIT 10.45
SCHEIN PHARMACEUTICAL
1998 EMPLOYEE STOCK PURCHASE PLAN
The following constitutes the provisions of the 1998
Employee Stock Purchase Plan of Schein Pharmaceutical.
1. Purpose. The purpose of the Plan is to provide employees of
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the Company and its Designated Subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.
2. Definitions.
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(a) "Board" shall mean the Board of Directors of the
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Company.
(b) "Code" shall mean the Internal Revenue Code of 1986,
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as amended.
(c) "Common Stock" shall mean the Common Stock of the
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Company.
(d) "Company" shall mean Schein Pharmaceutical.
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(e) "Compensation" shall mean all base straight time gross
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earnings, including commissions, overtime, shift premium, incentive
compensation, incentive payments, bonuses, and other compensation, but exclusive
of payments for award programs, relocation and non-cash company benefit
programs.
(f) "Designated Subsidiaries" shall mean the Subsidiaries
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which have been designated by the Board from
1
time to time in its sole discretion as eligible to participate in the Plan.
(g) "Employee" shall mean any individual who is an Employee of
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the Company or any Designated Subsidiary for purposes of tax withholding under
the Code whose customary employment with the Company is at least twenty (20)
hours per week and more than five (5) months in any calendar year. For purposes
of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds ninety (90) days and the individual's
right to reemployment is not guaranteed either by statute or by contract, the
employment relationship will be deemed to have terminated on the ninety-first
(9lst) day of such leave.
(h) "Enrollment Date" shall mean the first day of each Offering
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Period.
(i) "Exercise Date" shall mean the last day of each Offering
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Period.
(j) "Fair Market Value" shall mean, as of any date, the value of
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Common Stock determined as follows:
(1) If the Common Stock is listed on any established stock
exchange of a national market system, including without limitation the National
Market System of the National Association of Securities Dealers, Inc. Automated
Quotation ("NASDAQ") System, its Fair Market Value shall be the mean between the
highest and lowest quoted sale price for the Common Stock (or the weighed
average of the means between the highest and lowest sales on the nearest date
before and the nearest date after the valuation date, if no sales were
reported), as quoted on such exchange (or the exchange with the greatest volume
of trading in Common Stock) or system on the date of such determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable, or;
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(2) If the Common Stock is quoted on the NASDAQ System (but
not on the National Market System thereof) or is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;
(3) In the absence of an established market for the Common
Stock, the Fair Market Value thereof shall be determined in good faith by the
Board.
(k) "Offering Period" shall mean a period of approximately each
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quarter of the calendar year, commencing (i) on the first Trading Day on or
after January 1 and terminating on the last Trading Day in the period ending the
following March 31, or (ii) commencing on the first Trading Day on or after
April 1 and terminating on the last Trading Day in the period ending the
following June 30, or (iii) commencing on the first Trading Day on or after July
1 and terminating on the last Trading Day in the period ending the following
September 30, or (iv) commencing on the first Trading Day on or after October 1
and terminating on the last Trading Day in the period ending the following
December 31, during which an option granted pursuant to the Plan may be
exercised. The duration of Offering Periods may be changed pursuant to Section
4 of this Plan.
(l) "Plan" shall mean this Employee Stock Purchase Plan.
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(m) "Purchase Price" shall mean an amount equal to 85% of the
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Fair Market Value of a share of Common Stock on the Enrollment Date or on the
Exercise Date, whichever is lower.
(n) "Reserves" shall mean the number of shares of Common Stock
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covered by each option under the Plan and the number of shares of Common Stock
which have been authorized for issuance under the Plan but not yet placed under
option.
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(o) "Subsidiary" shall mean a corporation, domestic or foreign,
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of which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
(p) "Trading Day" shall mean a day on which national stock
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exchanges and the National Association of Securities Dealers Automated Quotation
(NASDAQ) System are open for trading.
3. Eligibility.
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(a) Any employee (as defined in Section 2(g)), who shall be
employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan, provided however, that any Employee who has been
employed for less than two (2) years must have completed six (6) consecutive
months of service with the Company before becoming eligible.
(b) Any provisions of the Plan to the contrary notwithstanding,
no Employee shall be granted a right to purchase Common Stock under the Plan (i)
if, immediately after the grant, such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of the Code)
would own capital stock of the Company and/or hold outstanding rights to
purchase such stock possessing five percent (5%) or more of the total combined
voting power or value of all classes of the capital stock of the Company or of
any Subsidiary, or (ii) which permits his or her rights to purchase stock ander
all employee stock purchase plans of the Company and its subsidiaries to accrue
at a rate which exceeds twenty-five thousand dollars ($25,000) worth of stock
(determined at the fair market value of the shares at the time such right is
granted) for each calendar year in which such purchase right is outstanding at
any time.
4. Offering Periods. The Plan shall be implemented by
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consecutive Offering Periods with a new Offering Period commencing on the first
Trading Day on or
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after January 1 , April 1, July 1 and October 1 each year, or on such other date
as the Board shall determine, and continuing thereafter until the Plan is
terminated in accordance with Section 18 hereof. The Board shall have the power
to change the duration of Offering Periods (including the commencement dates
thereof) with respect to future offerings without shareholder approval if such
change is announced at least fifteen (15) days prior to the scheduled beginning
of the first Offering Period to be affected thereafter.
5. Participation.
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(a) An eligible Employee (as defined in Section 3) may become a
participant in the Plan at the commencement of the first Offering Period after
the Employee has met the requirements of Section 2(g) and Section 3 by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office at
least five (5) business day prior to the applicable Enrollment Date, unless a
later time for filing the subscription agreement is set by the Board for all
eligible Employees. An eligible Employee (as defined in Section 3) who does not
participate in the first Offering Period after becoming eligible cannot
participate in the Plan until the commencement of a subsequent Offering Period.
(b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll to
which such authorization is applicable, unless sooner terminated by the
participant as provided in Section 10 hereof.
6. Payroll Deductions.
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(a) At the time a participant files his or her subscription
agreement authorizing payroll deductions, he or she shall elect to have
deductions made on each payday during the time he or she is a participant at
the rate of 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18, 19 or
20% of his or her Compensation received on each payday
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during the Offering Period, and the aggregate of such payroll deductions during
the Offering Period shall not exceed twenty percent (20%) of the participant's
Compensation during said Offering Period.
(b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan. A participant may not make any
additional cash payments into such account.
(c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, or may increase or decrease the rate
of his or her payroll deductions during the Offering Period by filing with
the Company a new subscription agreement authorizing a change in payroll
deduction rate. The Board may, in its discretion, limit the number of
participation rate changes. The change in rate shall be effective with the first
full payroll period following five (5) business days after the Company's receipt
of the new subscription agreement unless the Company elects to process a given
change in participation more quickly. A participant's subscription agreement
shall remain in effect unless terminated as provided in Section 10 hereof.
(d) At the time the stock is purchased by a participant under
this Plan or at the time some or all of the Company's Common Stock issued under
the Plan is disposed of, the participant must make adequate provision for the
Company's federal, state, or other tax withholding obligations, if any, which
arise upon the purchase or the disposition of the Common Stock. At any time,
the Company may, but will not be obligated to, withhold from the participant's
Compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.
(e) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423 (b)(8) of the Code and Section 3(b) hereof, a
participant's payroll
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deductions may be decreased to zero percent (0%) at such time during any
Offering Period which is scheduled to end during the current calendar year (the
"Current Offering Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Offering
Period which ended during that calendar year plus all payroll deductions
accumulated with respect to the Current Offering Period equal $25,000. Payroll
deductions shall recommence at the rate provided in such participant's
subscription agreement at the beginning of the first Offering Period which is
scheduled to end in the following calendar year, unless terminated by the
participant as provided in Section 10 hereof.
7. Grant of Option. On the Enrollment Date of each Offering
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Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of the
Exercise Date by the applicable Purchase Price; provided that in no event shall
an Employee be permitted to purchase during each Offering Period more than a
number of Shares determined by dividing $25,000 by the Fair Market Value of a
share of the Company's Common Stock on the Enrollment Date, and provided
further that such purchase shall be subject to the limitations set forth in
sections 3(b) and 12 hereof. Exercise of the option shall occur as provided in
Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof,QS and the option shall expire at the end of the day on the last day of
the Offering Period.
8. Exercise of Option. A participant's option for the purchase
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shares will be exercised automatically on the Exercise Date, and the maximum
number of shares, including fractional shares, subject to option shall be
purchased for such participant at the applicable Purchase Price with the
accumulated payroll deductions in his or her account. During a participant's
lifetime, a participant's
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option to purchase shares hereunder is exercisable only by him or her.
9. Reports. A book-entry system of shares will be maintained for
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the Plan and certificates representing the shares purchased upon exercise will
not be issued except as in accordance with Section 10 hereof. Individual
accounts will be maintained for each participant in the Plan. Statements of
account will be given to participating Employees at least annually, which
statements will set forth the amounts of payroll deductions, the Purchase Price,
the number of shares purchased and the remaining cash balance, if any. The
Company will comply with all applicable reporting requirements applicable to
Employee Stock Purchase Plans under the Code.
10. Withdrawal; Termination of Employment.
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(a) A participant may withdraw from the Plan at any time by
giving written notice to the Company in the form of Exhibit to this Plan. Upon
a participant's withdrawal from the Plan all the payroll deductions credited to
his or her account and not yet used to exercise his or her option under the Plan
will be automatically exercised on the next Exercise Date. No further payroll
deductions for the purchase of Common Stock will be made after receipt of the
notice of withdrawal. If a participant withdraws from the Plan, he or she must
wait one full Offering Period before resuming participation in the Plan. In
addition such participant must deliver a new subscription agreement to the
Company which will become effective on the Enrollment Date of the applicable
Offering Period.
(b) upon a participant's ceasing to be an Employee for any
reason, he will be deemed to have elected to withdraw from the Plan and the
payroll deductions credited to such participant's account during the applicable
Offering Period will be returned to such participant or, in the case of his
death, to the person entitled thereto under Section 14 hereof, and such
participant's right to purchase Common Stock will be automatically terminated. A
participant ceasing to be an Employee will have ninety (90) days to
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either sell their shares purchased or have certificates representing such shares
issued, provided, however, that in the case of death, the person designated as
beneficiary pursuant to Section 14 hereof shall have one (1) year to notify the
Company regarding disposition of the account. If the Company has not been
notified by such Employee within ninety (90) days, or such designated
beneficiary within one (1) year, certificates will be issued for full shares and
partial shares will be sold. All certificates shall bear a legend indicating
that such shares were issued pursuant to the Company's Employee Stock Purchase
Plan
11. Interest. No interest shall accrue on the payroll deductions
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of a participant in the Plan.
12. Stock.
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(a) The maximum number of shares of the Company's Common Stock
which shall be made available for purchase under the Plan shall be 500,000,
subject to adjustment upon changes in capitalization of the Company as provided
in Section 18 hereof. If, on a given Exercise Date, the number of shares to be
purchased by participants exceeds the number of shares then available under the
Plan, the Company shall make a pro rata allocation of the shares remaining
available for purchase in as uniform a manner as shall be practicable and as it
shall determine to be equitable.
(b) The participant will have no interest or voting right in
shares of Common Stock covered by his right to purchase until such Common Stock
has been purchased.
(c) Shares to be delivered to a participant under the Plan will
be registered in the name of the participant or in the name of the participant
and his spouse.
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13. Administration.
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(a) Administrative Body. The Plan shall be administered by the
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Board or a committee of members of the Board appointed by the Board. The Board
or its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties. Members of the
Board who are eligible Employees are permitted to participate in the Plan,
provided that
(1) Members of the Board who are eligible to participate in the
Plan may not vote on any matter affecting the administration of the Plan or the
grant of any right to purchase Common Stock pursuant to the Plan; and
(2) If a committee is established to administer the Plan, no
member of the Board who is eligible to Participate in the Plan may be a member
of the Committee.
(b) Rule 16b-3 Limitations.
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Notwithstanding the provisions of Subsection (a) of this Section 13, in the
event that Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or any successor provision ("Rule 16b-3") provides
specific requirements for the administrators of plans of this type, the Plan
shall be administered only by such a body and in such a manner as shall comply
with the applicable requirements of Rule 16b-3. Unless permitted by Rule 16b-3,
no discretion concerning decisions regarding the Plan shall be afforded to any
committee or persons that is not "disinterested" as that term is used in Rule
16b-3.
14. Designation of Beneficiary.
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(a) A participant may file a written designation of a
beneficiary who is to receive any shares
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and cash, if any, form the participant's account under the Plan in the event of
such participant's death.
(b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.
15. Transferability. Neither payroll deductions credited to
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a participant's account nor any rights with regard to the purchase of or right
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise deposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat each act as an election to withdrew
funds from an Offering Period in accordance with Section 10 hereof.
16. Use of Funds. All payroll deductions received or held by
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the Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
17. Adjustments Upon Changes in Capitalization, Dissolution,
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Liquidation, Merger or Asset Sale.
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(a) Changes in Capitalization. Subject to any required action by
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the shareholders of the Company, the Reserves as well as the price per share of
Common Stock covered by each right to purchase Common Stock under the
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Plan which has not yet been exercised shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by
the Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been "effected without receipt of
consideration." Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of, shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to a right of purchase under the Plan.
(b) Liquidation, Merger or Asset Sale. In the event of the
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dissolution or liquidation of the Company or a proposed sale of all or
substantially all of the assets of the Company, or the merger of the Company
with or into another corporation, each right to purchase Common Stock under the
Plan shall be assumed or an equivalent right to purchase stock shall be
substituted by such successor corporation or a parent or subsidiary of such
Successor corporation, unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to set a new
Exercise Date (the "New Exercise Date"). If the Board sets a New Exercise Date,
the Board shall notify each participant in writing, at least ten (10) business
days prior to the New Exercise Date, that the Exercise Date has been changed to
the New Exercise Date and that his right to purchase Common Stock will be
exercised automatically on the New Exercise Date, unless prior to such date he
has withdrawn from the Plan as provided in Section 10 hereof.
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18. Amendment or Termination.
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The Board may at any time and for any reason terminate or amend
the Plan. Except as provided in Section 17 hereof, no amendment may make any
change in any purchase right theretofore granted which adversely affects the
rights of any participant. To the extent necessary to comply with Rule 16b-3 or
under Section 423 of the Code (or any successor rule or provision or any other
applicable law or regulation), the Company shall obtain shareholder approval of
termination or amendment of the Plan in such a manner and to such a degree as
required.
19. Conditions Upon Issuance of Shares. Shares shall not be
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issued under this Plan unless the issuance and delivery of such shares shall
comply with all applicable provisions of law, domestic or foreign, including,
without limitation, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, the rules and regulations promulgated
thereunder, and the requirements of any stock exchange upon which the shares may
then be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance.
As a condition to the exercise of an option, the Company may
require the person exercising such option to represent and warrant at the time
of any such exercise that the shares are being purchased only for investment
and without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of the law. In addition, any person
receiving shares of Company Common Stock pursuant to this Plan must notify the
Company upon the disposition of such shares.
20. Term of Plan. The Plan shall become effective upon the
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earlier to occur of its adoption by the Board or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 18 hereof.
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21. Notices. All notices or other communications by a
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participant to the Company under or in connection with the Plan shall be deemed
to have been duly given when received in the form specified by the Company at
the location, or by the person, designated by the Company for the receipt
thereof.
22. Additional Restrictions of Rule 16b-3.
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The terms and conditions of the rights granted hereunder to, and the purchase of
shares by, persons subject to Section 16 of the Securities Exchange Act of 1934,
as amended, shall comply with the applicable provisions of Rule 16b-3. This Plan
shall be deemed to contain, and such rights shall contain, in the shares issued
upon exercise thereof shall be subject to, such additional conditions and
restrictions as may be required by Rule 16b-3 to qualify for the maximum
exemption from Section 16 of the Exchange Act with respect to Plan transactions.
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EXHIBIT A
SCHEIN PHARMACEUTICALS
1998 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
- ------ Original Application Enrollment Date:__________
- ------ Change in Payroll Deduction Rate
- ------ Change of Beneficiary(ies)
1. _______________________________________ hereby elects to
participate in the Schein Pharmaceuticals 1998 Employee Stock Purchase Plan (the
"Employee Stock Purchase Plan") and subscribes to purchase shares of the
Company's Common Stock in accordance with this Subscription Agreement and the
Employee Stock Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the
amount of ____% of my Compensation on each payday (not to exceed 20%) in
accordance with the Employee Stock Purchase Plan. (Please note that no
fractional percentages are permitted.)
3. I understand that said payroll deductions shall be accumulated for
the purchase of shares of Common Stock at the applicable Purchase Price
determined in accordance with the Employee Stock Purchase Plan. I understand
that all accumulated payroll deductions will be used to automatically purchase
shares of Common Stock, provided, however, that all accumulated payroll
deductions during the Offering Period of an Employee's termination will be
refunded.
4. I have received a copy of the complete "Schein Pharmaceuticals 1998
Employee Stock Purchase Plan." I understand that my participation in the
Employee Stock
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Purchase Plan is in all respects subject to the terms Of the Plan
5. Shares purchased for me under the Employee Stock Purchase Plan should
be issued in the name(s) of (Employee or Employee and spouse only):
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6. I understand that if I dispose of any shares received by me pursuant
to the Plan within two (2) years after the applicable Enrollment Date (the date
on which the right to purchase shares of Common Stock was granted) or one (1)
year after the Exercise Date, I will be treated for Federal income tax purposes
as having received ordinary income at the time of such disposition in the amount
equal to the excess of the fair market value of the shares at the time such
shares were purchased over the price which I paid for the shares. I hereby agree
to notify the Company in writing within thirty (30) days after the date of any
disposition of my shares and I will make adequate provision for Federal, State
or other tax withholding obligations, if any, which arise upon the disposition
of the Common Stock. The Company may, but will not be obligated to, withhold
from my Compensation the amount necessary to meet any applicable withholding
obligation including any withholding necessary to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by me. If I dispose of such shares at any time after the expiration
of the 2-year and 1-year holding periods, I understand that I will be treated
for Federal income tax purposes as having received income only at the time of
such disposition, and that such income will be taxed as ordinary income only to
the extent of any amount equal to the lesser of (1) the excess of the fair
market value of the shares at the time of such disposition over the purchase
price which I paid for the shares, or (2) fifteen percent (15% ) of the fair
market value of the shares on the first day of the applicable Enrollment Date.
The
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remainder of the gain, if any, recognized on such disposition will be taxed as
capital gain.
7. I hereby agree to be bound by the terms of the Employee Stock Purchase
Plan. The effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Employee Stock Purchase Plan.
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8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Employee
Stock Purchase Plan:
NAME: (Please print) ________________________________________
(First) (Middle) (Last)
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Relationship
==============================
(Address)
Employee's Social
Security Number: ____________________________________________
Employee's Address: ____________________________________________
____________________________________________
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN
IN EFFECT UNLESS TERMINATED BY ME.
Dated:______________ ________________________________________
Signature of Employee
________________________________________
Spouses's Signature (If beneficiary
other than spouse)
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EXHIBIT B
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SCHEIN PHARMACEUTICAL
1993 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Schein Pharmaceutical 1998
Employee Stock Purchase Plan which began on_______________ ,19___
(the "Enrollment Date") hereby notifies the Company that he or she hereby
withdraws from participation. The undersigned understands and agrees that his or
her rights to purchase Common Stock will be automatically terminated, provided,
however, that all payroll deductions credited to his or her account will be
automatically exercised on the next Exercise Date. The undersigned understands
further that no further payroll deductions will be made for the purchase of
shares and the undersigned shall be eligible to participate in the Plan only
after waiting one full Offering Period before resuming participation in the Plan
and delivering to the Company a new Subscription Agreement which shall be
effective on the Enrollment Date of the applicable Offering Period.
Name and Address of Participant:
____________________________________________
____________________________________________
____________________________________________
Signature:
____________________________________________
Date:_______________________________________
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