Exhibit 10.3
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Employment Agreement") is entered into
this 22nd day of November, 1999, by and among Eastbrokers International
Incorporated, a Delaware corporation ("Eastbrokers"), Sutton Online, LLC, a
limited liability company organized under the laws of the State of New York and
a wholly-owned subsidiary of Eastbrokers ("the Company") and Gregory C. Frank,
(the "Employee" or "Mr. Frank"). Eastbrokers, the Company and Mr. Frank are
sometimes referred to collectively herein as the "parties" or individually as a
"party."
W I T N E S S E T H:
WHEREAS, Employee desires to be employed, and the Company desires to
employ Employee, as President of the Company;
WHEREAS, the parties desire to enter into this Employment Agreement
setting forth the terms and conditions of the employment relationship between
Employee and the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
and conditions contained herein, and for other good and valuable consideration,
the receipt of which is hereby acknowledged, the parties hereto agree to the
provisions set forth in this Employment Agreement.
1. Definitions. Unless otherwise defined herein, Capitalized terms
used herein shall have the meanings ascribed to such terms in the LLC Interest
Purchase Agreement (the "Purchase Agreement"), dated as of even date herewith,
by and among Eastbrokers, the Company and the Members of the Company. Use of the
terms "herein," "hereof," "herewith," "hereunder" or any similar term shall
refer to this Employment Agreement .
2. Employment. During the Employment Term (as defined in Section 5
hereof) Employee shall be employed as President of the Company and shall render
such services to the Company as are customarily performed by persons serving in
such capacity. Employee shall devote such portion of his working time to the
Company as is reasonably necessary to the Business of the Company. During the
Employment Term, there shall be no material increase or decrease in the duties
and responsibilities of Employee otherwise than as provided herein, unless the
parties otherwise agree in writing.
3. Employment Term. The initial term of employment under this
Employment Agreement shall be for the two (2) year period from the date hereof
(the "Employment Term").
4. Compensation.
(i) Salary. The Company agrees to pay Employee during the
Employment Term salary at an annual rate equal to $78,000, with such subsequent
increases in salary during the Employment Term as may be determined by the
Company.
The salary to be paid to the Employee shall be payable to Employee
not less frequently than monthly. Employee shall not be entitled to receive fees
for serving as a member of the Operating Committee (the "Committee") or any
other committee of the Company.
(b) Bonus. In addition to the salary provided for in Section 4(a),
the Company will pay to Employee, if eligible, his share of the Bonus Pool pro
rata in accordance with the membership interests in the Company owned by him
immediately prior to the Acquisition.
5. Benefits; Business Expenses.
(a) Benefits and Perquisites. Employee shall be entitled to
participate in any plan of Eastbrokers relating to stock options, restricted
stock, employee stock purchase or ownership, pension, thrift, profit sharing,
group life insurance, medical coverage, education or other retirement or
employee benefit plans or arrangements that it has adopted or may adopt for the
benefit of its employees.
(b) Business Expenses. During the Employment Term, the Company
shall promptly reimburse Employee for all reasonable and customary expenses
incurred by Employee in performing services for the Company, including all
travel and living expenses while away from home on business or at the request of
and in the service of the Company, provided that such expenses are incurred and
accounted for in accordance with the policies and procedures established by the
Company, as such policies and procedures may from time to time be amended.
6. Voluntary Absences; Vacations. Employee shall be entitled, without
loss of pay, to be absent voluntarily for reasonable periods of time from the
performance of his duties and responsibilities under this Employment Agreement.
Unless the Company shall determine otherwise, all such voluntary absences shall
count as paid vacation time. Employee shall be entitled to an annual paid
vacation of four weeks per year. The timing of paid vacations shall be scheduled
in a reasonable manner by Employee, taking into consideration the effect on the
Business of the Company of such vacation time.
7. Termination of Employment.
(a) Notice of Termination. Any termination of Employee's
employment by the Company or by Employee (other than termination pursuant to
Section 7(b)(i) hereof) shall be communicated to the other party by a written
Notice of Termination. Any Notice of Termination given by a party shall specify
the particular termination provision of this Employment Agreement relied upon by
such party and shall set forth in reasonable detail the facts and circumstances
relied upon as providing a basis for the termination under the provisions
specified.
(b) Termination Date. "Termination Date" shall mean:
(i) the date of Employee's death;
(ii) the date specified in the Notice of Termination, if
Employee's employment is terminated pursuant to Section 7(d)(ii) hereof (which
shall be after the expiration of the three-month period specified therein); or
(iii) the date specified in the Notice of Termination if,
Employee's employment is terminated by the Company for Cause.
(c) Termination by Employee.
(i) Employee may terminate his employment without breach of
this Employment Agreement for Good Reason by giving ten (10) business days prior
written notice to the Company or at any time by giving 90 days prior written
notice to the Company;
(ii) For purposes of this paragraph (c), "Good Reason" shall
mean (A) the assignment to Employee of any duties inconsistent with Employee's
employment as set forth in Section 1 of this Employment Agreement or any
substantial adverse alteration in the nature or status of Employee's
responsibilities; (B) any purported termination of Employee's employment by the
Company that is not effected pursuant to a Notice of Termination as provided
hereunder; (C) any other failure by the Company to comply with any material
provision of this Employment Agreement which failure continues for more than ten
(10) business days after written notice of such noncompliance from Employee.
(d) Termination by Death; Termination by the Company. Employee's
employment may be terminated without any breach of this Employment Agreement
under the following circumstances:
(i) Death. Employee's employment shall terminate upon his
death.
(ii) Disability. The Company may terminate Employee's
employment because of Disability. For this purpose, "Disability" shall mean the
inability of Employee to perform his duties under this Employment Agreement
because of physical or mental illness or incapacity for a continuous period of
three months during which Employee shall have been absent from his duties under
this Employment Agreement on a substantially full-time basis.
(iii) Cause. The Company may terminate Employee's employment
for Cause. For purposes of this Employment Agreement, "Cause" shall mean, except
to the extent caused by a Disability, the occurrence or existence of any one or
more of the following:
(1) the willful and continued failure by Employee to
substantially perform his duties hereunder after delivery to Employee of a
written demand for substantial performance that specifically identifies the
manner in which the Company believes that Employee has not substantially
performed his duties and a reasonable opportunity to cure; provided, however,
that this subparagraph (i) shall not apply to any actual or anticipated failure
subsequent to delivery by Employee of a Notice of Termination (as defined
herein) for Good Reason (as defined herein);
(2) willful misconduct by Employee that causes
substantial and material injury to the Business or operations of the Company,
the continuation of which misconduct, in the reasonable judgment of Eastbrokers
will continue to substantially and materially injure the business and operations
of the Company in the future;
(3) conviction of Employee of a felony under any law
of any jurisdiction; or
(4) breach by Employee of the Non-Compete Agreement.
For purposes of this subparagraph (iii), "willful" shall mean
that Employee's failure to perform or his misconduct did not occur in good faith
or did occur with other than a reasonable belief that his act or failure to act
was in the best interests of the Company. Employee shall be deemed to have been
terminated for Cause if and only if Employee shall have been provided with (A)
reasonable notice setting forth the reasons that the Company believes constitute
Cause for the termination of his employment and (B) Notice of Termination (as
herein defined) from the Company finding that, in the reasonable good faith
opinion of the Company, Cause for the termination exists and specifying the
particulars thereof in reasonable detail. In the event that Employee's
employment has been terminated by the Company for Cause and Employee disputes in
good faith whether such Cause has occurred, the Company shall continue to make
to Employee the payments contemplated by this Employment Agreement as if his
employment had not been terminated; provided, however, that as a condition to
the provisions of this sentence, Employee shall have delivered to the Company a
written instrument obligating Employee to repay to the Company any amounts to
which it is ultimately determined that he was not entitled under this Employment
Agreement .
8. Compensation Upon Termination of Employment.
(a) Termination Because of Death, for Cause or Without Good
Reason. If Employee's employment is terminated because of his death, by the
Company for Cause or by Employee other than for Good Reason, the Company shall
pay Employee his salary and a pro rata portion of the bonus provided for in
Section 4(b) (based upon the bonus paid in respect of the preceding year)
through the Termination Date and the Company shall have no further obligation to
Employee hereunder.
(b) Termination Because of Disability. If Employee's employment is
terminated by the Company because of Disability, the Company shall pay Employee
an annual disability benefit equal to the excess of (x) 60 percent of his salary
at the rate in effect under Section 4(a) hereof on the Termination Date plus 60
percent of the bonus amount specified in Section 4(b) hereof (based upon the
bonus paid in respect of the preceding year or, if such termination occurs less
than one year into the Employment Term, in respect of the average annualized
bonus to the extent previously paid) over (y) the amount of the long term
disability benefit that is payable to Employee under any policy of disability
insurance provided for Employee by the Company at its expense. The disability
benefit shall be paid for such period as is determined by the Company but shall
not be less than the remainder of the scheduled term of employment.
(c) Termination Without Cause or With Good Reason. If, in breach
of this Employment Agreement, the Company shall terminate Employee's employment
without Cause or because of Disability, or if Employee shall terminate his
employment for Good Reason, then Employee shall be entitle to the following
provisions:
(i) The Company shall pay Employee his salary and a pro
rata portion of the bonus specified in Section 4(b) hereof (based upon the bonus
paid in respect of the preceding year or, if such termination occurs less than
one year into the Employment Term, in respect of the average annualized bonus to
the extent previously paid) through the Termination Date and all other unpaid
and pro rata amounts to which Employee is entitled as of the Termination Date
under any compensation plan or program of the Company.
(ii) The Company shall pay as liquidated damages to
Employee, and in lieu of any further compensation payments hereunder for periods
after the Termination Date, Employee's then current salary (payable in
installments in accordance with the Company's normal payroll practices) for such
period of time after the Termination Date until Employee obtains new employment
providing comparable compensation; provided, however, that (A) in no case shall
such payments be made after the end of the Employment Term and (B) Employee
shall use his best efforts to secure new employment with comparable compensation
as soon as is reasonably possible after such termination.
(iii) In addition to the liquidated amounts that are payable
to Employee, unless otherwise provided for, Employee shall be entitled (for the
remaining term of this Employment Agreement as if the termination of employment
of Employee had not occurred) to continue (A) to participate in, and accrue
benefits under, all retirement, pension, profit sharing, employee stock
ownership, thrift and other deferred compensation plans of the Company (Employee
being deemed to receive annually for the purposes of such plans Employee's then
current compensation and annualized bonus (at the time of his termination) under
Section 4(a) and (b) of this Employment Agreement ), except to the extent that
such continued participation and accrual is expressly prohibited by law or to
the extent such plan constitutes a "qualified plan" under Section 401 of the
Internal Revenue Code of 1986, as amended, by the terms of the plan and (B) to
receive all other benefits referred to in Section 5(a) and (b) hereof for the
remaining term of this Employment Agreement as if the termination of employment
had not occurred. All insurance or other indemnification, defense or
hold-harmless provisions, to the extent applicable, that are in effect on the
date the Notice of Termination is sent to Employee shall continue for the
benefit of Employee with respect to all of his acts and omissions while an
officer or director as fully and completely as if such termination had not
occurred, and until the final expiration or running of all periods of limitation
against action which may be applicable to such acts or omissions; and
(d) Cost of Enforcement. In the event the employment of Employee
is terminated by the Company because of Disability or without Cause, or by
Employee for Good Reason, and the Company fails to make timely payment of the
amounts owed to Employee under this Employment Agreement, Employee shall be
entitled to reimbursement for all reasonable costs, including attorney's fees,
incurred by Employee in taking action to collect such amounts or otherwise to
enforce this Employment Agreement, plus interest on such amounts at the rate of
one percent above the prime rate (defined as the base rate on corporate loans at
large U.S. money center commercial banks as published by The Wall Street
Journal) compounded monthly, for the period from the date of termination until
the date on which payment is made to Employee. Such reimbursement and interest
shall be in addition to all rights to which Employee is otherwise entitled under
this Employment Agreement .
(e) Parachute Payment Limitation.
(i) If any payment or benefit to Employee under this
Employment Agreement would be considered a "parachute payment" within the
meaning of Section 280G of the Code, and if, after reduction for any applicable
federal excise tax imposed by Section 4999 of the Code ("Excise Tax") and
federal income tax imposed by the Code, Employee's net proceeds of the amounts
payable and the benefits provided under this Employment Agreement would be less
than the amount of Employee's net proceeds resulting from the payment of the
Reduced Amount described below (after reduction for federal income taxes), then
the amount payable and the benefits provided under this Employment Agreement
shall be limited to the Reduced Amount.
(ii) The "Reduced Amount" shall be the largest amount that
could be received by Employee under this Employment Agreement such that no
amount paid to Employee under this Employment Agreement and any other agreement,
contract or understanding heretofore or hereafter entered into between Employee
and the Company ("Other Agreements") and any formal or informal plan or other
arrangement heretofore or hereafter adopted by the Company for the direct or
indirect provision of compensation to Employee (including groups or classes of
participants or beneficiaries of which thc Employee is a member) whether or not
such compensation is deferred, is in cash, or is in the form of a benefit to or
for Employee ("Benefit Plan") would be subject to the Excise Tax.
(iii) In the event that the amount payable to Employee shall
be limited to the Reduced Amount, then Employee shall have the right, in
Employee's sole discretion, to designate those payments or benefits under this
Employment Agreement, any Other Agreements, and/or any Benefit Plans, that
should be reduced or eliminated so as to avoid having the payment to Employee
under this Employment Agreement be subject to the Excise Tax.
9. Confidentiality. In consideration of the willingness of the
Company to employ Employee and the salary and benefits to be received therefore,
any for other good and valuable consideration, the receipt and adequacy of which
is hereby acknowledged, Employee agrees as follows:
(a) The Company Owns All of Employee's Work. All improvements,
discoveries, inventions, designs, documents, licenses and patents, or other data
devised, conceived, made, developed, obtained, filed, perfected, acquired or
first reduced to practice, in whole or in part, or in the regular course of
employment by Employee during the Employment Term and related in any way to the
Business (including development and research) of the Company or any subsidiary
or affiliate engaged in business substantially similar to that of the Company
shall be promptly disclosed to the Company. Employee hereby assigns and
transfers to the Company all right, interest and title thereto, and such
improvements, discoveries, inventions, designs, documents, licenses and patents
or other data shall become the property of the Company. During the Employment
Term and at any time thereafter upon request of the Company, Employee will join
and render assistance in any proceedings and execute any papers necessary to
file and prosecute applications for, and to acquire, maintain and enforce,
letters, patents, trademarks, registrations and/or copyrights, both domestic and
foreign, with respect to such improvements, discoveries, inventions, designs,
documents, licenses and patents, or other data as required for vesting and
maintaining title to the same in the Company.
(b) Non-Disclosure of Confidential Information. (i) Employee
agrees and acknowledges that the term "Confidential and Proprietary Information"
shall mean any and all information not in the public domain, in any form,
emanating from or relating to the Company and its subsidiaries and affiliates,
including, but not limited to, trade secrets, technical information, costs,
designs, drawings, processes, systems, methods of operation and procedures,
formulae, test data, know-how, improvements, price lists, financial data, code
books, invoices and other financial statements, computer programs, discs and
printouts, sketches and plans (engineering, architectural or otherwise),
customer lists, telephone numbers, names, addresses, information about equipment
and processes (including specifications and operating manuals), or any other
compilation of information written or unwritten that is used in the business of
the Company or any subsidiary or affiliate that gives the Company or any
subsidiary or affiliate any opportunity to obtain an advantage over competitors.
(ii) Employee agrees and acknowledges that all Confidential
and Proprietary Information, in any form, and all copies and extracts thereof,
are and shall remain the sole and exclusive property of the Company and, upon
termination of his employment with the Company for any reason whatsoever,
Employee hereby agrees to return or cause to be returned to the Company the
originals and each and every copy of any Confidential and Proprietary
Information provided to or acquired, made or created by Employee, or caused,
directly or indirectly, by Employee to have been provided to or acquired, made
or created by any Person during the period of his employment. Except as ordered
by a court of competent jurisdiction, Employee expressly agrees never to
disclose to any Person (except to other Company employees, and then only on a
"need to know" basis) any Confidential and Proprietary Information either during
the Employment Term or at any time after termination of his employment, except
with the express written authorization and consent of the Company.
(c) Customers' Information. Employee understands and acknowledges
that each customer of the Company or its subsidiaries or affiliates will
disclose information that will be within the Company's control in connection
with the Company's furnishing of services to its customers. Employee covenants
and agrees to hold such information in the strictest confidence and shall treat
such information in the same manner and be obligated by the provisions of this
Employment Agreement as if such information were Confidential and Proprietary
Information, as defined in Section 9(b) hereof.
10. Non-Compete Agreement. Employee shall be bound by the provisions
of the Non-Compete Agreement, dated as of even date herewith, entered into by
and among Eastbrokers, the Company and Employee (the "Non-Compete Agreement").
Nothing in this Employment Agreement shall be construed as a waiver by
Eastbrokers or the Company of their respective rights, or Employee's
obligations, under the Non-Compete Agreement. Unless otherwise agreed to in
writing by the parties, Eastbrokers shall be the sole arbiter of any conflict or
ambiguity between the provisions hereof and thereof.
11. Miscellaneous.
(a) Entire Agreement. This Employment Agreement constitutes the
entire agreement and understanding among the parties with respect to the subject
matter hereof and cancels and supersedes any and all previous or contemporaneous
contracts, agreements, representations, warranties, covenants and understandings
(whether oral or written) by, between or among each and any of the parties with
respect to the subject matter hereof. Nothing contained in any document or
instrument of conveyance, transfer, assignment or delivery delivered pursuant
hereto shall cancel, amend, extend, modify, renew or alter in any manner any
representation, warranty, covenant, agreement or indemnity contained herein.
(b) Amendments. No addition to, and no cancellation, amendment,
extension, modification, renewal or other alteration of, this Employment
Agreement shall be binding upon a party unless and to the extent set forth in a
written instrument which states that it adds to, cancels, amends, extends,
modifies, renews or otherwise alters this Employment Agreement and which is
signed by the party or parties to be bound thereby and delivered pursuant to
Section 11(l) hereof.
(c) Waivers. No waiver of any provision of this Employment
Agreement shall be binding upon a party unless such waiver is expressly set
forth in a written instrument signed by the party or parties to be bound thereby
and delivered pursuant to Section 11(l) hereof to. Such waiver shall be
effective only to the extent specifically set forth in such written instrument.
Neither the exercise (from time to time and at any time) by a party of, nor the
delay or failure (at any time or for any period of time) to exercise, any right,
power or remedy shall constitute a waiver of the right to exercise, or impair,
limit or restrict the exercise of, such right, power or remedy or any other
right, power or remedy at any time and from time to time thereafter. No waiver
of any right, power or remedy of a party shall be deemed to be a waiver of any
other right, power or remedy of such party or shall, except to the extent so
waived, impair, limit or restrict the exercise of such right, power or remedy.
(d) Headings. The headings set forth in this Employment Agreement
have been inserted for convenience of reference only, shall not be considered a
part of this Employment Agreement and shall not limit, modify or affect in any
way the meaning or interpretation of this Employment Agreement .
(e) Severability. If any provision of this Employment Agreement
shall hereafter be held to be invalid, unenforceable or illegal in any
jurisdiction under any circumstances for any reason, (i) such provision shall be
reformed to the minimum extent necessary to cause such provision to be valid,
enforceable and legal and preserve the original intent of the parties or (ii) if
such provision cannot be so reformed, such provision shall be severed from this
Employment Agreement . Such holding shall not affect or impair the validity,
enforceability or legality of such provision in any other jurisdiction or under
any other circumstances. Neither such holding nor such reformation or severance
shall affect or impair the legality, validity or enforceability of any other
provision of this Employment Agreement.
(f) Counterparts; Facsimiles. This Employment Agreement may be
signed in any number of counterparts, each of which (when executed and
delivered) shall constitute an original instrument, but all of which together
shall constitute one and the same instrument. This Employment Agreement shall
become effective and be deemed to have been executed and delivered by all of the
parties at such time as counterparts shall have been executed and delivered by
each of the parties, regardless of whether each of the parties has executed the
same counterpart. It shall not be necessary when making proof of this Employment
Agreement to account for any counterparts other than a sufficient number of
counterparts which, when taken together, contain signatures of all of the
parties. Delivery of a facsimile or xerographic reproduction of an originally
executed counterpart shall be sufficient to make effective and, except to the
extent prohibited by law, to constitute proof of this Employment Agreement .
(g) Successors and Assigns; Third Party Beneficiaries. This
Employment Agreement and the rights and obligations of the parties hereto shall
bind and inure to the benefit of any successor or successors of Eastbrokers or
the Company by way of reorganization, merger or consolidation and of any
assignee of all or substantially all of its business and assets. Neither this
Employment Agreement nor any rights or benefits conferred or duties created
hereunder may be assigned by Employee without the prior written consent of
Eastbrokers and the Company. This Agreement shall not confer any rights on any
persons other than parties to this Agreement as provided herein.
(h) Expenses. Unless otherwise provided, Employee will pay his own
legal and other expenses incurred by him or on his behalf, the Company will pay
its own legal and other expenses incurred by it or on its behalf, and
Eastbrokers will pay its own legal and other expenses incurred by it or on its
behalf, in each case in connection with the negotiation and preparation of this
Employment Agreement and the transactions contemplated herein whether or not
such transactions are completed or this Employment Agreement is terminated.
(i) Governing Law. The validity, interpretation, performance and
enforcement of this Employment Agreement shall be governed by the laws of the
State of New York, without giving effect to any choice-of-law or
conflicts-of-law principles that may require the application of the laws of
another jurisdiction.
(j) Arbitration. The parties hereto agree that any dispute arising
out of or relating to this Employment Agreement or any other agreement relating
hereto or arising out of the transactions contemplated hereby or thereby that is
not resolved by the parties within thirty (30) days after notice of such dispute
has been received by all parties in accordance with the notice provisions of
this Employment Agreement shall be submitted in accordance with the rules of the
American Arbitration Association to the American Arbitration Association for
resolution at a location suggested by the aggrieved party and acceptable to the
American Arbitration Association. The parties agree that all costs and expenses,
including, without limitation, legal fees incurred in connection with such
proceeding, shall be borne by the party against whom the dispute is resolved.
(k) Ambiguity in Drafting. Each party shall have been deemed to
have participated equally in the negotiations in connection with and the
drafting of this Employment Agreement and any ambiguity in this Employment
Agreement shall not be construed against any purported author thereof.
(l) Notices. Any notice required or permitted hereunder shall be
given in writing and shall be deemed to have been given as follows: on the day
established by the sender as having been delivered personally or by telecopier
(with confirmation); on the day delivered by a reputable private courier as
established by the sender by evidence obtained from such courier; or on the
third (3rd) day after the date mailed, by certified or registered mail, return
receipt requested, postage prepaid. Such communications, to be valid, must be
addressed as follows (or to such other address as may hereafter be designated by
a party and delivered to the other parties in accordance with this Section
11(l)):
If to Eastbrokers, to:
Eastbrokers International Incorporated
6300 Fairview Road, Suite 1410
Charlotte, North Carolina 28210
Attention: Mr. Martin A. Sumichrast
Telecopy No.: (704) 643-8097
with a copy to:
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Attention: Paul F. McCurdy, Esq.
Telecopy No.: (203) 327-2669
If to the Company, to:
Sutton Online, LLC
575 Underhill Boulevard
Suite 224
Syosset, NY 11791
Attention: Gregory C. Frank
Telecopy No.: (516) 682-9714.
With a copy to:
c/o Eastbrokers International Incorporated
6300 Fairview Road, Suite 1410
Charlotte, North Carolina 28210
Attention: Mr. Martin A. Sumichrast
Telecopy No.: (704) 643-8097
And to:
Kelley Drye & Warren LLP
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Attention: Paul F. McCurdy, Esq.
Telecopy No.: (203) 327-2669
If to Employee, to:
575 Underhill Boulevard
Suite 224
Syosset, NY 11791
Attention: Gregory C. Frank
Telecopy No.: (516) 682-9714.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Employment Agreement as of the date first written above.
EASTBROKERS INTERNATIONAL
INCORPORATED
By: /s/ MARTIN A. SUMICHRAST
-------------------------------------
Name: Martin A. Sumichrast
Title: Chairman & Chief Executive
Officer
SUTTON ONLINE, LLC
By: /s/ GREGORY C. FRANK
-------------------------------------
Name: Gregory C. Frank
/s/ GREGORY C. FRANK
-------------------------------------
Name: Gregory C. Frank, Employee