EMPLOYMENT AGREEMENT
AGREEMENT made the 24th day of October, 1998 by and between
CulturalAccessWorldwide, Inc., a Delaware corporation (the "Company"), and Ann
M. Holmes (the "Employee").
W I T N E S S E T H :
WHEREAS, the Company wishes to assure itself of the services of the
Employee, and the Employee wishes to serve in the employ of the Company, upon
the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Employment, Term.
1.1 The Company agrees to employ the Employee, and the
Employee agrees to serve in the employ of the Company, for the term set forth in
Section 1.2, in the position and with the responsibilities, duties and authority
set forth in Section 2 and on the other terms and conditions set forth in this
Agreement.
1.2 The term of the Employee's employment under this Agreement
shall be the period commencing on the date hereof and continuing through October
31, 2001, unless sooner terminated in accordance with this Agreement. The
Employee may, at her option, by giving written notice to the Company prior to
May 15, 2001, renew the term of this Agreement for an additional period of three
(3) years continuing through October 31, 2004.
2. Position, Duties.
2.1 The Employee shall serve the Company as the President of the A M
Medica Communications Group of the Company. The Employee shall report to, and
shall have such duties and responsibilities consistent with such position,
including the hiring and firing of Employees and the authority to increase the
compensation of the employees of the A M Medica Communications Group consistent
with the historical salary practices of the Group, and as are reasonably
requested of her by the President of the Company which such duties and
responsibilities shall be consistent with the Company's "client-business first"
corporate culture. The parties recognize that the Employee's primary focus will
be on the A M Medica Communications Group. The Employee's office shall be
located in the Borough of Manhattan in New York City.
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2.2 The Employee shall perform her duties and responsibilities
hereunder faithfully and diligently. The Employee shall devote her full business
time and attention to the performance of her duties and responsibilities
hereunder; provided, however, that it is understood that the Employee may devote
no more than five percent (5%) of her time to her activities as an investor and
director in AMM-Adelphi (it being understood that the Employee may devote up to
ten percent (10%) of her time to various activities for AMM-Adelphi, until April
1, 1999), provided, that, at all times AMM-Adelphi continues to engage in
activities which are substantially similar to, and consistent with, its
activities on the date hereof. The parties agree that with respect to the four
quarterly corporate meetings that the Company holds each year, the Employee may
send a designated representative from the A M Medica Communications Group to
such meetings. The Employee hereby represents that she is not bound by any
confidentiality agreements or restrictive covenants which restrict or may
restrict her ability to perform her duties hereunder, and agrees that she will
not enter into any such agreements or covenants during the term of her
employment hereunder, except such restrictive covenants or confidentiality
agreements which are required by the Company.
3. Compensation.
3.1 Base Salary. During the term of this Agreement, in
consideration of the performance by the Employee of the services set forth in
Section 2 and her observance of the other covenants and agreements set forth
herein, the Company shall pay the Employee, and the Employee shall accept, a
base salary at the rate of $300,000 per annum, payable in accordance with the
standard payroll practices of the Company. In addition to the base salary
payable hereunder, the Employee may be entitled to receive merit increases in
salary during the term hereof in amounts and at such times as shall be
determined by the President of the Company in his sole discretion. In no event
shall the failure to grant any such increase (or the amount of any such
increase) give rise to a claim by the Employee under this Agreement.
3.2 Stock Options. Commencing on January 1, 1999, the Employee
shall be eligible to participate in the Company's stock option program. The
number of shares of Common Stock to be granted, if any, will be approved by the
Stock Option Committee of the Board of Directors of the Company.
3.3 Bonus. The Employee shall be eligible to receive an annual
bonus of up to 20% of her annual salary based upon achievement of certain
performance objectives established annually by the President of the Company.
4. Expense Reimbursement. During the term of the Employee's
employment by the Company pursuant to this Agreement, consistent with the
Company's policies and procedures as may be in effect from time to time, the
Company shall reimburse the Employee for all reasonable and necessary
out-of-pocket expenses incurred by her in connection with the performance of her
duties hereunder, upon the presentation of proper accounts therefor in
accordance with the Company's policies which such reimbursement shall be
consistent with the Employee's historical practices.
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5. Other Benefits. During the term of the Employee's employment by
the Company pursuant to this Agreement, consistent with the Company's policies
and procedures which may be in effect from time to time, the Employee shall be
entitled to receive six (6) weeks paid vacation time per annum and such other
benefits, including participation in the Company's 401(k) plan, as are available
to similarly situated employees. At the Employee's election, the Employee shall
either be entitled to continue the current medical, life insurance and
long/short term disability plans, or to participate in the A M Medica
Communications Group medical, life insurance and long/short term disability
plans. It is understood and agreed that the Employee shall be required to make
the same contributions and payments in order to receive any of such benefits as
may be required of similarly situated employees.
6. Termination of Employment.
6.1 Death. In the event of the death of the Employee during
the term of this Agreement, the Company shall pay to the estate or other legal
representative of the Employee the salary provided for in Section 3.1 (at the
annual rate then in effect) accrued to the Employee's date of death and not
theretofore paid, and the estate or other legal representative of the Employee
shall have no further rights under this Agreement.
6.2 Disability. If the Employee shall become incapacitated by
reason of sickness, accident or other physical or mental disability and shall
for a period of one hundred eighty (180) consecutive days be unable to perform
her normal duties hereunder, with or without reasonable accommodation, the
employment of the Employee hereunder may be terminated by the Company upon ten
(10) days' prior written notice to the Employee. Promptly after such
termination, the Company shall pay to the Employee the salary provided for in
Section 3.1 (at the annual rate then in effect) accrued to the date of such
termination and not theretofore paid. Neither the Employee nor the Company shall
have any further rights or obligations under this Agreement, except as provided
in Sections 7, 8, 9 and 10.
6.3 Due Cause. The employment of the Employee hereunder may be
terminated by the Company at any time during the term of this Agreement for Due
Cause (as hereinafter defined). In the event of such termination, the Company
shall pay to the Employee the salary provided for in Section 3.1 (at the annual
rate then in effect) accrued to the date of such termination and not theretofore
paid to the Employee, and, after the satisfaction of any claim of the Company
against the Employee arising as a direct and proximate result of such Due Cause,
neither the Employee nor the Company shall have any further rights or
obligations under this Agreement, except as provided in Sections 7, 8, 9 and 10.
For purposes hereof, "Due Cause" shall mean (a) a material breach of any of the
Employee's obligations hereunder (it being understood that any breach of the
provisions of Sections 2, 7, 8 or 9 hereof shall be considered material); or (b)
the use of alcohol, or illegal or recreational drugs by the Employee to an
extent that such use interferes with the performance by the Employee of her
responsibilities hereunder; or (c) that the Employee repeatedly or intentionally
causes damage to the relations of any member of the Company Group (as
hereinafter defined) with its clients,
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suppliers or employees; or (d) that the Employee, in carrying out her duties
hereunder, has been guilty of (i) willful or gross neglect or (ii) willful or
gross misconduct, resulting in either case in material harm to any member of the
Company Group; or (e) that the Employee has been convicted of the commission of
or entered a plea of nolo contendere with respect to (i) a felony or (ii) any
crime or offence involving moral turpitude (provided that the Company may, in
its sole discretion, suspend the Employee during the period from the date of
charge or indictment until the date of conviction or other conclusion of
criminal proceedings and provided further that if the Employee is not convicted
or does not enter a plea of nolo contendere she will be entitled to full back
pay). In the event of an occurrence under this Section 6.3, the Employee shall
be given written notice by the Company that it intends to terminate the
Employee's employment for Due Cause under this Section, which written notice
shall specify the act or acts upon the basis of which the Company intends so to
terminate the Employee's employment. If the basis for such written notice is an
act or acts described in clause (a) or (b) above (and not involving moral
turpitude), the Employee shall be given thirty (30) days to cease or correct the
performance (or nonperformance) giving rise to such written notice and, upon
failure of the Employee within such thirty (30) days to cease or correct such
performance (or nonperformance), the Employee's employment by the Company shall
automatically be terminated hereunder for Due Cause.
6.4 Other Termination. The Company may terminate the
Employee's employment prior to the expiration of the term of this Agreement for
whatever reason it deems appropriate; provided, however, that in the event that
such termination is not pursuant to Sections 6.1, 6.2 or 6.3, the Company shall
continue to pay to the Employee (or her estate or other legal representative in
the case of the death of the Employee subsequent to such termination), in the
same periodic installments as her annual salary was paid, the salary provided
for in Section 3.1 (at the annual rate then in effect) until the earlier of (a)
the then scheduled expiration of the term hereof or (b) two (2) years following
the date of such termination. Neither the Employee nor the Company shall have
any further rights or obligations under this Agreement, except as provided in
Sections 7, 8, 9 and 10.
6.5 Termination by the Employee. The Employee may terminate
her employment at any time on or after April 23, 2000 upon not less than ninety
(90) days prior written notice to the Company. Subject to the notice requirement
specified below, the Employee may terminate her employment hereunder prior to
April 23, 2000 if the Company shall fail to pay (a) the compensation provided
for in Section 3.1, (b) any Contingent Payments, if earned, pursuant to the
terms of the Agreement of Purchase and Sale dated as of the date hereof by and
among the Company, the Employee and A M Medica Communications, Ltd. (the
"Purchase Agreement"), (c) any installments of principal of or interest on the
Note (as defined in the Purchase Agreement), or (d) any excess working capital
payments as set forth in the Purchase Agreement. The Employee's right to
terminate her employment shall arise if the Company shall fail, within
twenty-one (21) days of having received written notice from the Employee, to
make any of the payments due referred to in clauses (a), (b) or (c) in the
preceding sentence. Upon termination hereunder, neither the Employee nor the
Company
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shall have any further rights or obligations under this Agreement, except as
provided in Sections 7, 8, 9 and 10.
6.6 Rights to Benefits. Upon termination of employment under
any provision contained in this Section 6, rights and benefits of the Employee,
her estate or other legal representative under the employee benefit plans and
programs of the Company, if any, will be determined in accordance with the terms
and provisions of such plans and programs. Neither the Employee nor the Company
shall have any further rights or obligations under this Agreement, except as
provided in Sections 7, 8, 9 and 10.
7. Confidential Information.
7.1 (a) The Employee shall, during the Employee's employment
with the Company and at all times thereafter, treat all confidential material
(as hereinafter defined) of the Company or any of the Company's subsidiaries,
affiliates or parent entities (the Company and the Company's subsidiaries,
affiliates and parent entities being hereinafter collectively referred to as the
"Company Group") confidentially. The Employee shall not, without the prior
written consent of the President of the Company, disclose such confidential
material, directly or indirectly, to any party, who at the time of such
disclosure is not an employee or agent of any member of the Company Group, or
remove from the Company's premises any notes or records relating thereto, copies
or facsimiles thereof (whether made by electronic, electrical, magnetic,
optical, laser, acoustic or other means), or any other property of any member of
the Company Group. The Employee agrees that all confidential material, together
with all notes and records of the Employee relating thereto, and all copies or
facsimiles thereof in the possession of the Employee (whether made by the
foregoing or other means) are the exclusive property of the Company. The
Employee shall not in any manner use any confidential material of the Company
Group, or any other property of any member of the Company Group, in any manner
not specifically directed by the Company or in any way detrimental to any member
of the Company Group, as determined by the Company in its sole discretion.
(b) For the purposes hereof, the term "confidential material"
shall mean all information in any way concerning the activities, business or
affairs of any member of the Company Group or any of the customers of any member
of the Company Group, including, without limitation, information concerning
trade secrets, together with all sales and financial information concerning any
member of the Company Group and any and all information concerning projects in
research and development or marketing plans for any products or projects of the
Company Group, and all information concerning the practices, customers and
clients of any member of the Company Group, and all information in any way
concerning the activities, business or affairs of any of such customers or
clients, as such, which is furnished to the Employee by any member of the
Company Group or any of its agents, customers or clients, as such, or otherwise
acquired by the Employee in the course of her Employment with the Company;
provided, however, that the term "confidential material" shall not include
information which becomes generally available to the public other than as a
result of a disclosure by the Employee.
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7.2 Promptly upon the request of the Company, the Employee
shall deliver to the Company all confidential material relating to any member of
the Company Group in the possession of the Employee without retaining a copy
thereof, unless, in the written opinion of counsel for the Company delivered to
the Employee, either returning such confidential material or failing to retain a
copy thereof would violate any applicable federal, state, local or foreign law,
in which event such confidential material shall be returned without retaining
any copies thereof as soon as practicable after such counsel advises in writing
to the Employee that the same may be lawfully done.
7.3 In the event that the Employee is required by law or by
oral questions, interrogatories, requests for information or documents,
subpoena, civil investigative demand or similar process, to disclose any
confidential material relating to any member of the Company Group, the Employee
shall provide the Company with prompt notice thereof so that the Company may
seek an appropriate protective order and/or waive compliance by the Employee
with the provisions hereof; provided, however, that if in the absence of a
protective order or the receipt of such a waiver, the Employee is, in the
opinion of counsel for the Company, compelled to disclose confidential material
not otherwise disclosable hereunder to any legislative, judicial or regulatory
body, agency or authority, or else exposed to liability for contempt, fine or
penalty or to other censure, such confidential material may be so disclosed.
8. Non-Competition.
8.1 The Employee acknowledges that the services to be rendered
by her to the Company are of a special and unique character. The Employee agrees
that, in consideration of her employment hereunder, the Employee will not, (a)
during the term of this Agreement and (b) until two (2) years from the date of
termination of the Employee's employment with the Company or any other member of
the Company Group, directly or indirectly, (i) engage, whether as principal,
agent, investor, distributor, representative, stockholder, employee, consultant,
volunteer or otherwise, with or without pay, in any activity or business
venture, which is competitive with the business of the A M Medica Communications
Group of the Company or the Company's business of providing non-promotional
educational programs and industry support, promotional activities, and strategic
medical communications services to the pharmaceutical industry including
worldwide medical education, medical meetings management, medical publishing,
medical audiovisual production and interactive medical education programs, (ii)
solicit or entice or endeavor to solicit or entice away from any member of the
Company Group any person who was or is at the time of solicitation, a director,
officer, employee, agent or consultant of such member of the Company Group, on
the Employee's own account or for any person, firm, corporation or other
organization, whether or not such person would commit any breach of such
person's contract of employment by reason of leaving the service of such member
of the Company Group, (iii) solicit or entice or endeavor to solicit or entice
away any of the clients or customers or active prospects of any member of the
Company Group, either on the Employee's own account or for any other person,
firm, corporation or organization, or (iv) employ any person who was or is at
the time of solicitation, a director, officer or employee of any member of the
Company Group or any person who is or may be likely to be in possession
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of any confidential information or trade secrets relating to the business of any
member of the Company Group, or (b) at any time take any action or make any
statement, the effect of which would be, directly or indirectly, to impair the
good will of any member of the Company Group or the business reputation or good
name of any member of the Company Group, or be otherwise detrimental to the
Company, including any action or statement intended, directly or indirectly, to
benefit a competitor of any member of the Company Group.
8.2 Notwithstanding the foregoing, the Employee shall not be
deemed to be in breach of the covenant contained in paragraph (a) above by
reason of (i) her activities from the date hereof until April 1, 1999 or behalf
of AMM-Adelphi, provided, that, such activities do not represent more than ten
percent (10%) of her business time and attention and, provided further, that
AMM-Adelphi continues to engage in business activities which are substantially
similar to, and consistent with, its activities and the date hereof or (ii) her
activities on and after April 1, 1999 as an investor in, and director of,
AMM-Adelphi, provided, that, such activities do not represent more than five
percent (5%) of her business time and attention and, provided further, that
AMM-Adelphi continues to engage in business activities which are substantially
similar to, and consistent with, its activities on the date hereof.
8.3 In the event that an event of default shall have occurred
under the Note by reason of the failure of the Company to pay any installment of
principal of the Note or in the event that any undisputed Contingent Payments
with respect to the Contingent Periods ending December 31, 1999 and thereafter
are not made when due, the Employee shall then have the right to give further
written notice to the Company to the effect that if the Note shall not have been
paid in full or the overdue Contingent Payments are not paid in full within a
period of one hundred eighty (180) days following receipt by the Company of such
further notice, then the provisions of this Section 8 shall no longer bind the
Employee, except that the Employee shall not solicit existing clients with
respect to projects existing on the date of termination of the non-compete
agreement.
8.4 The Employee and the Company agree that if, in any
proceeding, the court or authority shall refuse to enforce the covenants herein
set forth because such covenants cover too extensive a geographic area or too
long a period of time, any such covenant shall be deemed appropriately amended
and modified in keeping with the intention of the parties to the maximum extent
permitted by law.
8.5 The Employee expressly acknowledges and agrees that the
covenants and agreements set forth in this Section 8 are reasonable in all
respects, and necessary in order to protect, maintain and preserve the value and
goodwill of the Company Group, as well as the proprietary and other legitimate
business interests of the members of the Company Group. The Employee
acknowledges and agrees that the covenants and agreements of the Employee set
forth in this Section 8 constitute a significant part of the consideration given
by the Employee to the Company in exchange for the salary and benefits provided
for in this Agreement, and are a material reason for such payment.
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9. Intellectual Property.
9.1 Any and all intellectual property, inventions or software
made, developed or created by the Employee (a) during the term of this Agreement
and (b) within a period of one year after the termination of the Employee's
employment with the Company or any other member of the Company Group, which
reasonably relate to the business of the Company or any other member of the
Company Group or which reasonably relate to any business conducted by the
Company during the term of the Employee's employment by the Company (each, an
"Invention"), whether at the request or suggestion of the Company or otherwise,
whether alone or in conjunction with others, and whether during regular working
hours of work or otherwise, shall be promptly and fully disclosed by the
Employee to the President and/or the Board of Directors of the Company and shall
be the Company's exclusive property as against the Employee, and the Employee
shall promptly deliver to the President and/or the Board of Directors all
papers, drawings, models, data and other material relating to any Invention
made, developed or created by her as aforesaid. In addition, the Employee
covenants and agrees to disclose to the Board of Directors any Invention
developed or created by the Employee during the term of this Agreement, whether
or not such Invention relates to the business being conducted by the Company or
any other member of the Company Group at the time of development or creation of
such Invention.
9.2 The Employee hereby expressly acknowledges and agrees that
any Invention developed or created by the Employee during the term of this
Agreement which reasonably relates to the business of the Company or any other
member of the Company Group or which reasonably relates to the business
conducted by the Company during the Employee's employment by the Company shall
be considered "works made for hire" within the meaning of the Copyright Act of
1976, as amended (17 U.S.C. ss. 101). Each such Invention as well as all copies
of such Invention in whatever medium fixed or embodied, shall be owned
exclusively by the Company as of the date of creation.
9.3 The Employee shall, upon the Company's request and without
any payment therefor, execute any documents necessary or advisable in the
opinion of the Company's counsel to direct issuance of patents or copyrights of
the Company with respect to such Invention as are to be in the Company's
exclusive property as against the Employee under this Section 9 or to vest in
the Company title to such inventions as against the Employee, the expense of
securing any such patent or copyright, to be borne by the Company. In addition,
the Employee agrees not to file any patent, copyright or trademark applications
related to such Invention.
10. Equitable Relief. In the event of a breach or threatened breach
by the Employee of any of the provisions of Sections 7, 8 or 9 of this
Agreement, the Employee hereby consents and agrees that the Company shall be
entitled to pre-judgment injunctive relief or similar equitable relief
restraining the Employee from committing or continuing any such breach or
threatened breach or granting specific performance of any act required to be
performed by the Employee under any of such provisions, without the
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necessity of showing any actual damage or that money damages would not afford an
adequate remedy and without the necessity of posting any bond or other security.
The parties hereto hereby consent to the jurisdiction of the federal courts
located in the Southern District of New York and the state courts located in
such District for any proceedings under this Section 10. Nothing herein shall be
construed as prohibiting the Company from pursuing any other remedies at law or
in equity which it may have.
11. Successors and Assigns.
11.1 Assignment by the Company. The Company may assign this
Agreement to any member of the Company Group or to any entity which acquires
substantially all the assets and business of the Company, and the Employee
hereby consents to such assignment.
11.2 Assignment by the Employee. The Employee may not assign
this Agreement or any part hereof without the prior written consent of the
Company.
12. Governing Law. This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the laws of
the State of New York, applicable to contracts to be performed entirely within
such State.
13. Entire Agreement. This Agreement is entered into pursuant to the
Purchase Agreement. This Agreement contains all the understandings and
representations between the parties hereto with respect to the Employee's
employment and supersedes all undertakings and agreements, whether oral or in
writing, if there be any, previously entered into by them with respect thereto;
provided, however, that Section 8 shall not serve as a limitation of the terms
of any other non-competition agreement between the Employee and any member of
the Company Group.
14. Modification and Amendment; Waiver. The provisions of this
Agreement may be modified, amended or waived, but only upon the written consent
of the party against whom enforcement of such modification, amendment or waiver
is sought and then such modification, amendment or waiver shall be effective
only to the extent set forth in such writing. No delay or failure on the part of
any party hereto in exercising any right, power or remedy hereunder shall effect
or operate as a waiver thereof, nor shall any single or partial exercise thereof
or any abandonment or discontinuance of steps to enforce such right, power or
remedy preclude any further exercise thereof or of any other right, power or
remedy.
15. Notices. All notices, requests or instructions hereunder shall
be in writing and delivered personally, sent by telecopier or sent by registered
or certified mail, postage prepaid, as follows:
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If to the Company:
CulturalAccessWorldwide, Inc.
2200 Clarendon Boulevard, 11th Floor
Arlington, Virginia 22201
Attention: President
Telecopy: (703) 528-6367
Telephone: (703) 516-6437
If to the Employee:
47 East 88th Street, Apt. 12D
New York, New York 10020
Telecopy No.: (212) 876-4134
Telephone No.: (212) 722-2647
Either of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered or telecopied, and two business days after the date of
mailing, if mailed.
16. Severability. Should any provision of this Agreement be held by
a court of competent jurisdiction to be enforceable only if modified, such
holding shall not affect the validity of the remainder of this Agreement, the
balance of which shall continue to be binding upon the parties hereto with any
such modification to become a part hereof and treated as though originally set
forth in this Agreement. The parties further agree that any such court is
expressly authorized to modify any such unenforceable provision of this
Agreement in lieu of severing such unenforceable provision from this Agreement
in its entirety, whether by rewriting the offending provision, deleting any or
all of the offending provision, adding additional language to this Agreement, or
by making such other modifications as it deems warranted to carry out the intent
and agreement of the parties as embodied herein to the maximum extent permitted
by law. The parties expressly agree that this Agreement as so modified by the
court shall be binding upon and enforceable against each of them. In any event,
should one or more of the provisions of this Agreement be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions hereof, and if such
provision or provisions are not modified as provided above, this Agreement shall
be construed as if such invalid, illegal or unenforceable provisions had never
been set forth herein.
17. Withholding. Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder to the Employee or the
Employee's beneficiaries, including the Employee's estate, shall be subject to
withholding of such amounts relating to taxes as the Company may reasonably
determine it should withhold pursuant to any applicable law or regulation. In
lieu of withholding such amounts, in whole or in part, the Company, may, in its
sole discretion, accept other
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provision for payment of taxes as permitted by law, provided it is satisfied in
its sole discretion that all requirements of law affecting its responsibilities
to withhold such taxes have been satisfied.
18. Expenses. Each of the parties hereto shall bear its own costs
and expenses, including attorneys fees and disbursements, incurred in connection
with this Agreement and the transactions contemplated hereby.
19. Survivorship. The respective rights and obligations of the
parties hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
20. Titles. Titles of the sections of this Agreement are intended
solely for convenience and no provision of this Agreement is to be construed by
reference to the title of any section.
21. Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
* * *
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement
on the date first above written.
CULTURALACCESSWORLDWIDE, INC.
By /s/John Fitzgerald
------------------------------
Name: John Fitzgerald
Title: President
/s/Ann M. Holmes
------------------------------
Ann M. Holmes