NONCOMPETITION, SEVERANCE AND EMPLOYMENT AGREEMENT
THIS NONCOMPETITION, SEVERANCE AND EMPLOYMENT AGREEMENT (this "Agreement")
is made and entered into as of this 21st day of February, 1996, by and between
Mack I. Whittle, Jr., an individual (the "Executive"), and Carolina First
Corporation, a South Carolina corporation and financial institution holding
company headquartered in Greenville, South Carolina (the "Company"). As used
herein, the term "Company" shall include the Company and any and all of its
subsidiaries where the context so applies.
W I T N E S S E T H
WHEREAS the Board of Directors of the Company believes that the Executive
has been instrumental in the success of the Company since its inception in 1986;
WHEREAS the Company desires to continue to employ the Executive as Chief
Executive Officer of the Company and in such other capacities as the Executive
is currently employed as of the date hereof;
WHEREAS the Company has considered and will adopt a Longterm Incentive
Compensation Plan (the "Incentive Compensation Plan") which provides for
incentive compensation payments to be made to the executive officers of the
Company (including the Executive);
WHEREAS the terms hereof are consistent with the objectives of the
Incentive Compensation Plan;
WHEREAS the Executive is willing to accept the employment contemplated
herein under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements contained herein and other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
1. Employment. Subject to the terms and conditions hereof, the Company
hereby employs the Executive and Executive hereby accepts such employment as the
Chief Executive Officer of the Company having such duties and responsibilities
as are set forth in Section 3 below.
2. Definitions. For purposes of this Agreement, the following terms
shall have the meanings specified below.
"Change in Control" shall mean the occurrence during the Term of any of
the following events:
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(a) An acquisition (other than directly from the Company) of
any voting securities of the Company (the "Voting Securities") by any
"Person" (as the term person is used for purposes of Section 13(d) or
14(d) of the Securities Exchange Act of 1934 (the "1934 Act"))
immediately after which such Person has "beneficial Ownership" (within
the meaning of Rule 13d-3 promulgated under the 1934 Act) of 20% or
more of the combined voting power of the Company's then outstanding
Voting Securities; provided, however, that in determining whether a
Change in Control has occurred, Voting Securities which are acquired in
a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A
"Non-Control Acquisition" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by (x) the
Company or (y) any corporation or other Person of which a majority of
its voting power or its equity securities or equity interest is owned
directly or indirectly by the Company (a "Subsidiary"), (ii) the
Company or any Subsidiary, or (iii) any Person in connection with a
"Non-Control Transaction" (as hereinafter defined); or
(b) The individuals who, as of the date of this Agreement, are
members of the Board (the "Incumbent Board") cease for any reason to
constitute at least two-thirds of the Board; provided, however, that if
the election, or nomination for election by the Company's stockholders,
of any new director was approved by a vote of at least two-thirds of
the Incumbent Board, such new director shall, for purposes of this
Agreement, be considered as a member of the Incumbent Board; provided,
further, however, that no individual shall be considered a member of
the Incumbent Board if such individual initially assumed office as a
result of either an actual or threatened "Election Contest" (as
described in Rule 14a-11 promulgated under the 1934 Act) or other
actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board (a "Proxy Contest") including
by reason of any agreement intended to avoid or settle any Election
Contest or Proxy Contest; or
(c) Approval by stockholders of the Company of:
(1) A merger, consolidation or reorganization
involving the Company, unless
i) the stockholders of the Company,
immediately before such merger,
consolidation or reorganization,
own, directly or indirectly,
immediately following such merger,
consolidation or
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reorganization, at least two-thirds
of the combined voting power of the
outstanding voting securities of the
corporation resulting from such
merger or consolidation or
reorganization (the "Surviving
Corporation") in substantially the
same proportion as their ownership
of the Voting Securities immediately
before such merger, consolidation or
reorganization, and
ii) the individuals who were members of
the Incumbent Board immediately
prior to the execution of the
agreement providing for such merger,
consolidation or reorganization
constitute at least two-thirds of
the members of the board of
directors of the Surviving
Corporation.
(A transaction described in clauses (i) and
(ii) shall herein by referred to as a
"NonControl Transaction").
(2) A complete liquidation or dissolution of the
Company; or
(3) An agreement for the sale or other
disposition of all or substantially all of
the assets of the Company to any Person
(other than a transfer to a Subsidiary).
(d) Notwithstanding anything contained in this Agreement to
the contrary, if the Executive's employment is terminated prior to a
Change in Control and the Executive reasonably demonstrates that such
termination (1) was at the request of a third party who has indicated
an intention or taken steps reasonably calculated to effect a Change in
Control and who effectuates a Change in Control (a "Third Party") or
(2) otherwise occurred in connection with, or in anticipation of, a
Change in Control which actually occurs, then for all purposes or this
Agreement, the date of a Change in Control with respect to the
Executive shall mean the date immediately prior to the date of such
termination of the Executive's employment.
"Cause" shall mean (a) any act that (i) constitutes, on the part of the
Executive, fraud, dishonesty, gross malfeasance of duty, or conduct grossly
inappropriate to the Executive's office, and (ii) is demonstrably likely to lead
to material injury to the Company or resulted or was intended to result in
direct or indirect gain to or personal enrichment of the Executive; or
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(b) the conviction (from which no appeal may be or is timely
taken) of the Executive of a felony; or
(c) the suspension or removal of the Executive by federal or
state banking regulatory authorities acting under lawful authority
pursuant to provisions of federal or state law or regulation which may
be in effect from time to time;
provided, however, that in the case of clause (a) above, such conduct shall not
constitute Cause:
(x) unless (i) there shall have been delivered to the
Executive a written notice setting forth with specificity the reasons
that the Board believes the Executive's conduct constitutes the
criteria set forth in clause (a), (ii) the Executive shall have been
provided the opportunity to be heard in person by the Board (with the
assistance of the Executive's counsel if the Executive so desires), and
(iii) after such hearing, the termination is evidenced by a resolution
adopted in good faith by two-thirds of the members of the Board (other
than the Executive); or
(y) if such conduct (i) was believed by the Executive in good
faith to have been in or not opposed to the interests of the Company,
and (ii) was not intended to and did not result in the direct or
indirect gain to or personal enrichment of the Executive.
Additionally, after a Change in Control, the Company may not terminate
Executive for "Cause" as a result of any event about which the Company, any
member of a prior or existing Board of Directors, or any executive senior to the
Executive has known for more than twelve (12) months.
"Confidential Information" shall mean all business and other information
relating to the business of the Company, including without limitation, technical
or nontechnical data, programs, methods, techniques, processes, financial data,
financial plans, product plans, and lists of actual or potential customers,
which (i) derives economic value, actual or potential, from not being generally
known to, and not being readily ascertainable by proper means by, other Persons,
and (ii) is the subject of efforts that are reasonable under the circumstances
to maintain its secrecy or confidentiality. Such information and compilations of
information shall be contractually subject to protection under this Agreement
whether or not such information constitutes a trade secret and is separately
protectable at law or in equity as a trade secret. Confidential Information does
not include confidential business information which does not constitute a
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trade secret under applicable law two years after any expiration or termination
of this Agreement.
"Disability" or "Disabled" shall mean the Executive's inability as a
result of physical or mental incapacity to substantially perform his duties for
the Company on a full-time basis for a period of six (6) months as determined by
an independent physician selected with the approval of both the Executive and
the Company.
"Involuntary Termination" shall mean the termination of Executive's
employment by the Executive following a Change in Control which, in the sole
judgment of the Executive, is due to (i) a change of the Executive's
responsibilities, position (including status as Chief Executive Officer of the
Company, its successor or ultimate parent entity, office, title, reporting
relationships or working conditions), authority or duties (including changes
resulting from the assignment to the Executive of any duties inconsistent with
his positions, duties or responsibilities as in effect immediately prior to the
Change in Control); or (ii) a change in the terms or status (including the
rolling three year termination date) of this Agreement; or (iii) a reduction in
the Executive's compensation or benefits; or (iv) a forced relocation of the
Executive outside the Greenville metropolitan area; or (v) a significant
increase in the Executive's travel requirements; or (vi) any attempted
termination for Cause that does not comply with the substantive and procedural
provisions set forth in the definition of Cause; or (vii) the Company's
insolvency; or (viii) the Company's breach of this Agreement. An "Involuntary
Termination" shall be considered to have occurred only after Executive gives the
Company written notice of such termination setting forth the specific grounds
constituting the termination and ten (10) days to cure such termination and the
Company fails to cure such termination.
"Person" shall mean any individual, corporation, bank, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
other entity.
"Voluntary Termination" shall mean the termination by Executive of
Executive's employment following a Change in Control which is not the result of
any of clauses (i) through (viii) set forth in the definition of Involuntary
Termination above.
3. Duties. During the Term hereof, the Executive shall have such duties and
authority as are typical of the chief executive officer of a company such as the
Company, including, without limitation, those specified in the Company's Bylaws.
Executive agrees that during the Term hereof, he will devote his full time,
attention and energies to the diligent performance of his duties. Executive
shall not, without the prior written
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consent of the Company, at any time during the Term hereof (i) accept employment
with, or render services of a business, professional or commercial nature to,
any Person other than the Company, (ii) engage in any venture or activity which
the Company may in good faith consider to be competitive with or adverse to the
business of the Company or of any affiliate of the Company, whether alone, as a
partner, or as an officer, director, employee or shareholder or otherwise,
except that the ownership of not more than 5% of the stock or other equity
interest of any publicly traded corporation or other entity shall not be deemed
a violation of this Section, or (iii) engage in any venture or activity which
the Board of Directors of the Company may in good faith consider to interfere
with Executive's performance of his duties hereunder.
4. Term. Unless earlier terminated as provided herein, the Executive's
employment hereunder shall be for a rolling term of three years (the "Term")
commencing on the date hereof, with compensation to be effective as of January
1, 1996. This Agreement shall be deemed to extend each day for an additional day
automatically and without any action on behalf of either party hereto; provided,
however, that either party may, by notice to the other, cause this Agreement to
cease to extend automatically and, upon such notice, the "Term" of this
Agreement shall be the three years following the date of such notice, and this
Agreement shall terminate upon the expiration of such Term. If no such notice is
given and this Agreement is terminated pursuant to Section 5 hereof, for the
purposes of calculating any amounts payable to the Executive as a result of such
termination, the remaining Term of this Agreement shall be deemed to be three
years from the date of such termination.
5. Termination. This Agreement may be terminated as follows:
5.1 The Company. The Company shall have the right to terminate
Executive's employment hereunder at any time during the Term hereof (i) for
Cause, (ii) if the Executive becomes Disabled, or (iii) upon the Executive's
death.
5.1.1 If the Company terminates Executive's
employment under this Agreement pursuant to clauses (i) through (iii) of Section
5.1, the Company's obligations hereunder shall cease as of the date of
termination; provided, however, if Executive is terminated for Cause after a
Change in Control, then such termination shall be treated as a Voluntary
Termination as contemplated in Section 5.2 below.
5.1.2 If the Company terminates Executive other
than pursuant to clauses (i) through (iii) of Section 5.1 and there has been a
Change in Control, Executive shall be entitled to receive immediately as
severance upon such termination, the
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compensation and benefits provided in Section 6 hereof that would otherwise be
payable over the three years subsequent to such termination. For purposes of
determining compensation which is not fixed (such as a bonus), the annual amount
of such unfixed compensation shall be deemed to be the equal to the average of
such compensation over the three year period immediately prior to the
termination.
5.1.3 If the Company terminates Executive other
than pursuant to clauses (i) through (iii) of Section 5.1 and in the absence of
a Change in Control, Executive shall be entitled to receive immediately as
severance upon such termination, the compensation and benefits provided in
Section 6 hereof for the remaining Term of this Agreement.
5.1.4 In the event of such termination other than
pursuant to clauses (i) through (iii) of Section 5.1, (A) all rights of
Executive pursuant to awards of share grants or options granted by the Company
shall be deemed to have vested and shall be released from all conditions and
restrictions, except for restrictions on transfer pursuant to the Securities Act
of 1933, as amended, and (B) the Executive shall be deemed to be credited with
service with the Company for such remaining Term for the purposes of the
Company's benefit plans, including, without limitation, any restricted stock
agreements now or hereafter entered into with Executive.
5.2 By Executive. Executive shall have the right to terminate
his employment hereunder if (i) the Company materially breaches this Agreement
and such breach is not cured within 30 days after written notice of such breach
is given by Executive to the Company; (ii) there is a Voluntary Termination; or
(iii) there is an Involuntary Termination.
5.2.1 If Executive terminates his employment
other than pursuant to clauses (i) through (iii) of Section 5.2, the Company's
obligations under this Agreement shall cease as of the date of such termination
and Executive shall be subject to the noncompetition provisions set forth in
Section 10 hereof.
5.2.2 If Executive terminates his employment
hereunder pursuant to any of clauses (i) or (iii) of Section 5.2, Executive
shall be entitled to receive immediately as severance the compensation and
benefits provided in Section 6 hereof that would otherwise be payable over the
three years subsequent to such termination. For purposes of determining
compensation which is not fixed (such as a bonus), the annual amount of such
unfixed compensation shall be deemed to be the equal to the average of such
compensation over the three year period immediately prior to the termination.
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5.2.3 If Executive terminates his employment
pursuant to clause (ii) of Section 5.2, Executive shall be entitled to receive
immediately as severance the compensation and benefits provided in Sections 6
hereof for one year following the date of his Voluntary Termination. For
purposes of determining compensation which is not fixed (such as a bonus), the
annual amount of such unfixed compensation shall be deemed to be the equal to
the average of such compensation over the three year period immediately prior to
the termination.
5.2.4 In addition, in the event of such
termination pursuant to any of clauses (i) through (iii) of this Section 5.2,
(A) all rights of Executive pursuant to awards of share grants or options
granted by the Company shall be deemed to have vested and shall be released from
all conditions and restrictions, except for restrictions on transfer pursuant to
the Securities Act of 1933, as amended, and (B) the Executive shall be deemed to
be credited with service with the Company for such remaining Term for the
purposes of the Company's benefit plans.
5.3 Limitation on Availability of Severance Benefits. All
severance benefits to Executive conditioned on a Change of Control shall have
been obtained by Executive within three (3) years following a Change of Control
or be null, void, and deemed to have been waived by Executive.
6. Compensation. In consideration of Executive's services and covenants
hereunder, Company shall pay to Executive the compensation and benefits
described below (which compensation shall be paid in accordance with the normal
compensation practices of the Company and shall be subject to such deductions
and withholdings as are required by law or policies of the Company in effect
from time to time, provided that his salary pursuant to Section 6.1 shall be
payable not less frequently than monthly):
6.1 Annual Salary. During the Term hereof, the Company shall
pay to Executive a salary at the rate of $250,000 per annum. Executive's salary
will be reviewed by the Board of Directors of the Company at the beginning of
each of its fiscal years and, in the sole discretion of the Board of Directors,
may be increased for such year.
6.2 Annual Incentive Bonus. During the Term hereof, the Board
of Directors may pay to Executive an annual incentive cash bonus in accordance
with the terms of the Short Term Incentive Compensation Plan.
6.3 Stock Options and Restricted Stock. During the Term
hereof, the Board of Directors shall grant Executive options to purchase Company
Common Stock and restricted stock in accordance with the terms of the Company's
Long Term Incentive
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Compensation Plan. The Company agrees to use its best efforts to cause the
Company's Long Term Incentive Compensation Plan to be presented to the
shareholders of the Company for approval at the next annual meeting of the
shareholders for the purpose of meeting any NASD shareholder approval
requirements and qualifying such Options under Section 16 of the Securities
Exchange Act of 1934, as amended ("Section 16"). In the event that such
shareholder approval is not secured for Section 16 purposes, the options
referenced herein shall remain the legal and valid obligation of the Corporation
enforceable in accordance with their terms. In the event that shareholder
approval is not secured and the NASD does not confirm that an exemption is
available with respect to the grant of the options and restricted stock, stock
appreciation or similar rights with terms and conditions substantially
equivalent to the options and restricted stock shall be granted to Executive.
6.4 Other Benefits. Executive shall be entitled to share in
any other employee benefits generally provided by the Company to its most highly
ranking executives for so long as the Company provides such benefits. The
Company also agrees to provide Executive with a Company-paid automobile,
reasonable club dues for one country club and two business club(s), personal tax
advisory services, and a $1,000,000 life insurance policy. Executive shall also
be entitled to participate in all other benefits accorded general Company
employees.
6.5 Executive's Right to Benefits Absolute. The right
of the Executive to receive the benefits set forth in this
Agreement shall be absolute and not subject to any right of set-
off or counterclaim the Company may have against Executive.
7. Accelerated Vesting of Executive's Stock Options and Restricted
Stock. Anything set forth herein to the contrary notwithstanding, Executive's
stock options and restricted stock shall vest immediately upon the occurrence of
a Change in Control or upon the triggering of the provisions of the Company's
Shareholder Rights Agreement, even if Executive remains employed with the
Company after a Change in Control. Additionally, to the extent that this
Agreement is inconsistent with Company's existing Restricted Stock Plan (the
"RSP"), the terms of the RSP shall control. Moreover, anything set forth herein
to the contrary notwithstanding, Executive shall have a minimum of one (1) year
from the date of vesting to exercise such stock option and restricted stock
rights.
8. Excess Parachute Payments. It is the intention of the parties hereto
that the severance payments and other compensation provided for herein are
reasonable compensation for Executive's services to the Company and shall not
constitute "excess parachute payments" within the meaning of Section 280G of the
Internal Revenue Code of 1986, as amended, and any regulations
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thereunder. In the event that the Company's independent accountants acting as
auditors for the Company on the date of a Change of Control determine that the
payments provided for herein constitute "excess parachute payments," then the
compensation payable hereunder shall be increased, on a tax gross-up basis, so
as to reimburse the Executive for the tax payable by the Executive, pursuant to
Section 4999 of the Internal Revenue Code, on such "excess parachute payments,"
taking into account all taxes payable by Executive with respect to such tax
gross-up payments hereunder, so that Executive shall be, after payment of all
taxes, in the same financial position as if no taxes under Section 4999 had been
imposed upon him.
9. Confidentiality. Executive acknowledges that, prior to and during
the term of this Agreement, the Company has furnished and will furnish to
Executive Confidential Information which could be used by Executive on behalf of
a competitor of the Company to the Company's substantial detriment. In view of
the foregoing, Executive acknowledges and agrees that the restrictive covenants
contained in this Agreement are reasonably necessary to protect the Company's
legitimate business interests and goodwill. Executive agrees that he shall
protect the Company's Confidential Information and shall not disclose to any
Person, or otherwise use, except in connection with his duties performed in
accordance with this Agreement, any Confidential Information; provided, however,
that Executive may make disclosures required by a valid order or subpoena issued
by a court or administrative agency of competent jurisdiction, in which event
Executive will promptly notify the Company of such order or subpoena to provide
the Company an opportunity to protect its interests. Upon the termination or
expiration of his employment hereunder, the Executive agrees to deliver promptly
to the Company all Company files, customer lists, management reports, memoranda,
research, Company forms, financial data and reports and other documents supplied
to or created by him in connection with his employment hereunder (including all
copies of the foregoing) in his possession or control and all of the Company's
equipment and other materials in his possession or control.
10. Noncompetition. In the event that Executive's employment with the
Company is terminated before a Change in Control voluntarily by the Executive or
by the Board of Directors pursuant to clause (i) of Section 5.1, then Executive
shall not, for a period of one (1) year following such termination of
employment:
(i) become employed by any insured depository institution
that has customers or does business as follows:
(a) has an office situated in or an agent or agents
regularly working in any city in which Company has
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an office or in which an agent or agents of
Company regularly work, or
(b) has a significant number of offices situated in or a
significant number of agents regularly working in any
city in which Company has a significant number of
offices or in which a significant number of agents of
Company regularly work, or
(c) has customers located in any county of South
Carolina where the Company has a significant
number of customers, or
(d) shares a significant number of customers with
Company.
(ii) interfere or attempt to interfere with any business
relationship of the Company, including, without limitation,
employee and customer relationships, whether by lawful
competition or otherwise; or
(iii) engage, directly or indirectly, in any business or
activity which requires Executive, or any person or
party employed by him or whom he represents, to provide
Confidential Information or other data obtained by
Executive as a result of his employment with Company to
any other person or party who is then engaged in pro
viding similar services of the Company for use in
competing with the Company; or
(iv) solicit from any customer of the Company any business
that such customer has customarily done or contemplates
doing with the Company; or
(v) solicit any business from any customer of the Company
with whom the Executive had contact while employed by
the Company; or
(vi) otherwise compete against the Company, directly or indirectly,
either as principal, agent, employee, owner (if the percentage
of ownership exceeds 10% of the entity).
The parties hereto intend the geographic areas and all other
restrictions set forth herein to be completely severable and independent; if any
of the restrictions set forth above are determined to be unenforceable in any of
the geographic areas set forth above, the parties intend that the restrictions
set forth above shall continue to apply to the remaining geographic areas set
forth above.
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In the event that Executive's employment is terminated for any reason
following a Change in Control (whether by the Company or Executive), it is
expressly acknowledged that there shall be no limitation on any activity of
Executive, including direct competition with the Company or its successor, and
Company shall not be entitled to injunctive relief with respect to any such
activities of Executive.
11. Trust. The Company shall establish an irrevocable trust to fund the
obligations hereunder (which may be a "rabbi trust" if so requested by
Executive), which trust (i) shall have as trustee an individual acceptable to
Executive, (ii) shall be funded upon the earlier of a Change in Control or the
approval of any regulatory application filed by a potential acquiror of the
Company seeking to acquire control of the Company, and (iii) shall contain such
other terms and conditions as are reasonably necessary in Executive's
determination to ensure the Company's compliance with its obligations hereunder.
12. Assignment. The parties acknowledge that this Agreement has been
entered into due to, among other things, the special skills of Executive, and
agree that this Agreement may not be assigned or transferred by Executive, in
whole or in part, without the prior written consent of Company.
13. Notices. All notices, requests, demands, and other communications
required or permitted hereunder shall be in writing and shall be deemed to have
been duly given if delivered or seven days after mailing if mailed, first class,
certified mail postage prepaid:
To the Company: Carolina First Corporation
102 South Main Street
Greenville, South Carolina 29601
Attn: Chairman of the Board
To Executive: Mack I. Whittle, Jr.
102 South Main Street
Greenville, South Carolina 29601
Any party may change the address to which notices, requests, demands, and other
communications shall be delivered or mailed by giving notice thereof to the
other party in the same manner provided herein.
14. Provisions Severable. If any provision or covenant, or any part
thereof, of this Agreement should be held by any court to be invalid, illegal or
unenforceable, either in whole or in part, such invalidity, illegality or
unenforceability shall not affect the validity, legality or enforceability of
the remaining provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.
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15. Remedies. The Executive acknowledges that if he breaches or
threatens to breach his covenants and agreements in this Agreement, such actions
may cause irreparable harm and damage to the Company which could not be
compensated by monetary damages alone. Accordingly, if Executive breaches or
threatens to breach this Agreement, the Company shall be entitled to injunctive
relief, in addition to any other rights or remedies of the Company. In the event
that Executive is reasonably required to engage legal counsel to enforce his
rights hereunder against the Company, Executive shall be entitled to receive
from the Company his reasonable attorneys' fees and costs; provided that
Executive shall not be entitled to receive those fees and costs related to
matters, if any, which were the subject of litigation and with respect to which
a judgment is rendered against Executive.
16. Waiver. Failure of either party to insist, in one or more
instances, on performance by the other in strict accordance with the terms and
conditions of this Agreement shall not be deemed a waiver or relinquishment of
any right granted in this Agreement or of the future performance of any such
term or condition or of any other term or condition of this Agreement, unless
such waiver is contained in a writing signed by the party making the waiver.
17. Amendments and Modifications. This Agreement may be amended or
modified only by a writing signed by other parties hereto.
18. Governing Law. The validity and effect of this agreement shall be
governed by and construed and enforced in accordance with the laws of the State
of South Carolina.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
WITNESSES: EXECUTIVE
/s/ /s/ Mack I. Whittle, Jr.
Mack I. Whittle, Jr.
/s/
CAROLINA FIRST CORPORATION
/s/ /s/ William R. Timmons, Jr.
By: William R. Timmons, Jr.
/s/ Chairman of the Board
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