MAX & ERMA’S RESTAURANTS, INC. SEVERANCE AGREEMENT IN THE EVENT OF CHANGE IN CONTROL
Exhibit 10.2
MAX & ERMA’S RESTAURANTS, INC.
SEVERANCE AGREEMENT
IN THE EVENT OF CHANGE IN CONTROL
IN THE EVENT OF CHANGE IN CONTROL
This Agreement is made this 29th day of May, 2006, by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
(“Executive”) and MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation with its principal office
at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇, its affiliates, subsidiaries, successors, and assigns (the
“Company”).
Recitals
A. The Company competes in the casual dining segment of the restaurant industry by operating
Max & Erma’s Restaurants that offer a variety of high quality food in a casual, comfortable, and
fun atmosphere and with a uniquely personable style.
B. The Executive is a principal officer of the Company and an integral part of its management.
C. The Company considers the Executive’s continued services to be in the best interest of the
Company and desires, through this Agreement, to assure the Executive’s continued services on behalf
of the Company on an objective and impartial basis and without distraction or conflict of interest
in the event of an attempt to obtain control of the Company.
Agreement
NOW, THEREFORE, the parties agree as follows:
1. Definitions. For purposes of this Agreement, the following terms shall have the
following meanings unless otherwise expressly provided in this Agreement:
(a) Change in Control. A “Change in Control” shall be deemed to have occurred if and
when, after the date hereof, (i) any “person” (as that term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on the date
hereof), including any “group” as such term is used in Section 13(d)(3) of the Exchange Act
on the date hereof, shall acquire (or disclose the previous acquisition of) beneficial
ownership (as that term is defined in Section 13(d) of the Exchange Act and the rules
thereunder on the date hereof) of shares of the outstanding stock of any class or classes of
the Company which results in such person or group possessing more than 50% of the total
voting power of the Company’s outstanding voting securities ordinarily having the right to
vote for the election of directors of the Company; or (ii) as the result of, or in
connection with, any tender or exchange offer, merger or other business combination, or
contested election, or any combination of the foregoing transactions (a “Transaction”), the
owners of the voting shares of the Company outstanding immediately prior to such Transaction
own less than a majority of the voting shares of the Company after the Transaction; or (iii)
during any period of two consecutive years during the term of this Agreement, individuals who
at the beginning of such period constitute the Board of Directors of the Company (or who
take
office following the approval of a majority of the directors then in office who were
directors at the beginning of the period) cease for any reason to constitute at least
one-half thereof, unless the election of each director who was not a director at the
beginning of such period has been approved in advance by directors of the Company
representing at least one-half of the directors then in office who were directors at the
beginning of the period; or (iv) the sale, exchange, transfer, or other disposition of all
or substantially all of the assets of the Company (a “Sale Transaction”).
Notwithstanding the foregoing, a “Change in Control” shall not be deemed to have
occurred for purposes of this Agreement (a) if the Executive, alone or as part of any
“group” as such term is used in Section 13(d)(3) of the Exchange Act on the date hereof,
shall acquire (or disclose the previous acquisition thereof) beneficial ownership (as that
term is defined in Section 13(d) on the Exchange Act and the rules thereunder on the date
hereof) of shares of the outstanding stock of any class or classes of the Company that
results in the Executive or the Executive as part of any “group” possessing more than 50% of
the total voting power of the Company’s outstanding voting securities ordinarily having the
right to vote for the election of directors of the Company; (b) upon the occurrence of any
Transaction, Sale Transaction, consolidation, or reorganization involving the Company and
the Executive, alone or with other officers of the Company, or any entity in which the
Executive (alone or with other officers) has, directly or indirectly, any equity or
ownership interest, except where such entity is a publicly traded company and the Executive
does not own more than a 1% interest in such entity prior to the Transaction, Sale
Transaction, consolidation, or reorganization; (c) in a transaction otherwise commonly
referred to as a “management leveraged buyout”; or (d) in an acquisition of stock of the
Company by employee benefit plans sponsored by the Company.
(b) Date of Termination. “Date of Termination” shall mean (i) if the Executive’s
employment is terminated for Disability, 30 days after a Notice of Termination is given
(provided that the Executive shall not have returned to the performance of his duties on a
full-time basis during such 30-day period), (ii) if the Executive’s employment is terminated
for Cause, the date specified in the Notice of Termination, (iii) if the Executive’s
employment is terminated by death, the date of death, and (iv) if the Executive’s employment
is terminated for any other reason, the date on which a Notice of Termination is given, or,
if the Company terminates the Executive’s employment without giving a Notice of Termination,
the date on which such termination is effective.
(c) Disability. The Executive’s employment shall be deemed to have been terminated by
“Disability” if, as a result of his incapacity due to physical or mental illness, he shall
have been absent from his duties with the Company on a full-time basis for the entire period
of six consecutive months, and within 30 days after written notice of termination is given
(which may occur before or after the end of such six-month period) he shall not have
returned to the full-time performance of his duties.
(d) Effective Period. The “Effective Period” means the 13-month period following any
Change in Control (even if such 13-month period shall extend beyond the term of this
Agreement or any extension thereof).
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(e) Notice of Termination. A “Notice of Termination” shall mean a notice which shall
set forth in reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive’s employment.
(f) Termination for Cause. The Company shall only have “Cause” to terminate the
Executive’s employment hereunder upon the occurrence of one or more of the following
grounds:
(i) Commission of a crime which is a felony, fraud, or embezzlement, or any
misdemeanor involving an act of moral turpitude or committed in connection with the
Executive’s employment and which causes the Company a substantial detriment or
embarrassment;
(ii) Engagement in activities or conduct clearly injurious to the best interests
or reputation of the Company;
(iii) The willful and continued refusal or failure to perform reasonably
assigned duties and responsibilities in a competent or satisfactory manner as
determined by the Company;
(iv) The willful and continued insubordination of the Executive;
(v) The willful and continued violation of any of the material terms and
conditions of this Agreement or any other written agreement or agreements that the
Executive may from time to time have with the Company; or
(vi) The willful and continued violation of any of the Company’s rules of
conduct or behavior, such as may be provided in any employee handbook or as the
Company may promulgate from time to time.
Notwithstanding the foregoing, the Executive shall not be deemed to have been
terminated for Cause under this Agreement unless and until there shall have been delivered
to the Executive a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the Board at a meeting called and held for such purposes, after
notice to the Executive and an opportunity for the Executive, together with the Executive’s
counsel (if the Executive chooses to have counsel present at such meeting), to be heard
before the Board, finding that, in the good faith opinion of the Board, the Executive had
committed an act constituting Cause as defined in this Agreement and specifying the
particulars of the act constituting Cause in detail. Nothing in this Agreement will limit
the right of the Executive or the Executive’s beneficiaries to contest the validity or
propriety of any such determination.
(g) Termination For Good Reason. “Good Reason” shall mean, unless the Executive shall
have consented in writing thereto, termination by the Executive of his employment following
a Change in Control because of any of the following:
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(i) A reduction in Executive’s title, duties, responsibilities, or status, as
compared to such title, duties, responsibilities, or status immediately prior to the
Change in Control or as the same may be increased after the Change in Control;
(ii) The assignment to the Executive of duties inconsistent with the Executive’s
office on the date of the Change in Control or as the same may be increased after the
Change in Control;
(iii) A reduction by the Company in the Executive’s base salary as in effect
immediately prior to the Change in Control or as the same may be increased after the
Change in Control, or a reduction by the Company after a Change in Control in the
Executive’s total compensation (including bonus) so that the Executive’s total cash
compensation in a given calendar year is less than 90% of Executive’s total
compensation for the prior calendar year;
(iv) A requirement that the Executive relocate anywhere not mutually acceptable
to the Executive and the Company or the imposition on the Executive of business
travel obligations substantially greater than his business travel obligations during
the year prior to the Change in Control;
(v) The relocation of the Company’s principal executive offices to a location
outside the greater Columbus, Ohio area;
(vi) The failure by the Company to continue in effect any material fringe
benefit or compensation plan, retirement plan, life insurance plan, health and
accident plan, or disability plan in which the executive is participating at the time
of a Change in Control (or plans providing the Executive with substantially similar
benefits), the taking of any action by the Company which would adversely affect the
Executive’s participation in or materially reduce his benefits under any of such
plans or deprive him of any material fringe benefit enjoyed by him at the time of the
Change in Control, or the failure by the Company to provide him with the number of
paid vacation days to which he is then entitled on the basis of years of service with
the Company in accordance with the normal vacation policy then in effect immediately
prior to the Change in Control;
(vii) Any breach of this Agreement on the part of the Company; or
(viii) Failure of any successor to assume all obligations under this Agreement.
(h) Termination for Retirement. Termination by the Company of the Executive’s
employment based on “Retirement” shall mean termination in accordance with the
Corporation’s normal retirement policy applicable to its salaried employees as in effect
immediately prior to the Change in Control or in accordance with any other retirement
arrangement established with the Executive’s consent with respect to the Executive.
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(i) Window Period. The “Window Period” means the thirteenth (13th) month
following any Change in Control (even if such thirteenth (13th) month shall
extend beyond the term of this Agreement or any extension thereof).
2. Previous Agreement Terminated. Any prior severance agreement in the event of a
change in control between the Company and the Executive is hereby terminated, including that
certain Severance Agreement in the Event of Change in Control, dated December 14, 2000.
3. Term. Unless sooner terminated as herein provided, the term of this Agreement
shall commence on the date hereof and shall continue until the third anniversary of the
Commencement Date (the “Termination Date”); provided, however, that commencing on
the Termination Date and on each anniversary date thereof the term of this Agreement shall
automatically be extended for one additional year beyond the then existing term unless, not later
than one hundred twenty (120) days immediately preceding the Termination Date of the then existing
term, the Company shall have given the Executive notice that it wishes to terminate this Agreement
in which case the Agreement shall terminate at the end of the then existing term. The Company may
not give such notice at any time while it has knowledge that any third person has taken steps or
announced an intention to take steps reasonably calculated to effect a Change in Control.
Notwithstanding the above, if a “Change in Control” (as defined herein) of the Company occurs
during the term of this Agreement, the term of this Agreement will be extended for thirteen (13)
months beyond the end of the month in which any such Change in Control occurs. It is understood
that no amounts or benefits shall be payable under this Agreement unless (i) there shall have been
a Change in Control during the term of this Agreement and (ii) the Executive’s employment is
terminated at any time during the Effective Period or the Window Period as provided in Section 5
hereof. It is further understood that the Company may terminate the Executive’s employment at any
time after a Change in Control, subject to the Company providing, if required to do so in
accordance with the terms hereof, the severance payments and benefits hereinafter specified, which
payments and benefits shall only be available if a Change in Control has occurred prior to such
termination. Prior to a Change in Control, this Agreement shall terminate immediately if the
Executive’s employment with the Company is terminated for any reason, and Executive shall be
entitled to no payments or benefits hereunder.
4. Termination Following a Change in Control. Any termination of Executive’s
employment by the Company for Cause, Disability, or otherwise or by the Executive for Good Reason,
which occurs at any time during the Effective Period or the Window Period, shall be communicated by
written Notice of Termination to the other party.
5. Compensation Upon Termination Following A Change in Control. The Executive shall
be entitled to the severance benefits provided in Section 5 hereof if his employment is terminated
within the Effective Period or the Window Period following a Change in Control of the Company (even
if such Effective Period or the Window Period extends beyond the term of this Agreement or any
extension thereof) unless his termination is (i) because of his death or Retirement, (ii) by the
Company for Cause or Disability, or (iii) by the Executive other than for Good Reason;
provided however, that the Executive may terminate his employment for any reason
during the Window Period, and shall be entitled to the severance benefits provided in Section 5(c)
hereof.
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(a) For Cause. If, at any time during the Effective Period or the Window Period, the
Executive’s employment shall be terminated for Cause, the Company shall pay his full base
salary through the Date of Termination at the rate in effect at the time Notice of
Termination is given, and the Company shall have no further obligations to the Executive
under this Agreement.
(b) Death, Disability, or Retirement. If, at any time during the Effective Period or
the Window Period, the Executive’s employment is terminated by reason of the Executive’s
death, Disability, or Retirement, the Company shall pay to the Executive or his legal
representative his full base salary through the Date of Termination, and the Company shall
have no further obligation to the Executive or his legal representative under this
Agreement.
(c) For Good Reason or without Cause. If, at any time during the Effective Period or
the Window Period, the Executive’s employment is terminated by the Company for any reason
other than Cause, death, Disability, or Retirement; or is terminated by the Executive for
Good Reason, at any time during the Effective Period; or is terminated by the Executive
during the Window Period for any reason, then:
(i) The Company shall pay to the Executive, not later than 30 days following
the Date of Termination, the Executive’s accrued but unpaid base salary through the
Date of Termination plus compensation for any current and carried-over unused
vacation days in accordance with the applicable personnel policy and the unpaid
balance of the current year’s premiums under any split dollar life insurance policy
on the life of the Executive held by the Company.
(ii) The Company shall pay to the Executive, not later than 30 days following
the Date of Termination, an amount in cash equal to the product of (x) the average
annual bonus paid to the Executive for the last three full fiscal years ending prior
to the Date of Termination or, if the Executive has been employed by the Company for
less than three full fiscal years prior to the Date of Termination, the average
annual bonus paid to the Executive for the entire period of the Executive’s
employment prior to the Date of Termination and (y) the fraction obtained by dividing
(A) the number of days between the Date of Termination and the last day of the last
full fiscal year ending prior to such date and (B) 365.
(iii) All outstanding stock options issued to the Executive shall become 100%
vested and thereafter exercisable in accordance with such governing stock option
plans and agreements, and the ownership of the unvested portion of the Company’s cash
value of any split dollar life insurance policy shall become 100% vested in the
Executive.
(iv) In lieu of any further payments of salary to the Executive after the Date
of Termination, the Company shall pay to the Executive, not later than thirty (30)
days following the Date of Termination and notwithstanding any dispute between the
Executive and Company as to the payment to the Executive of any other amounts under
this Agreement or otherwise, a lump sum cash severance payment (the “Severance
Payment”) equal to 2.99 times the average annual compensation which
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was payable to
the Executive by the Company (or any other company (an “Affiliate”) affiliated with
the Company within the meaning of Section 1504 of the Internal Revenue Code of 1986,
as amended (the “Code”)) and includable in the Executive’s gross income for federal
income tax purposes for the five taxable years ending prior to the date on which a
Change in Control of the Company occurred (or such portion of such period during
which the Executive performed personal services for the Company or an Affiliate).
Compensation payable to the Executive by the Company or an Affiliate shall include
every type and form of compensation includable in the Executive’s gross income for
federal income tax purposes in respect of the Executive’s employment by the Company
or an Affiliate.
(d) Excess Parachute Payments. If any portion of the aggregate payments under Section
5 hereof which are considered “parachute payments” within the meaning of Section 280G(b)(2)
of the Internal Revenue Code of 1986, as amended (the “Code”), shall be determined by the
Corporation’s independent auditors to be nondeductible to the Company, then the aggregate
present value of all of the amounts payable to the Executive under Section 5(c) hereof shall
be reduced to the maximum amount which would cause all of the payments under Section 5(c) to
be deductible and in such event the executive shall have the option, but not the obligation,
to designate or select those kinds of payments which shall be reduced and the order of such
reductions, but failure of the Executive to make such selections within a period of 30 days
following notice of the determination that a reduction is necessary will result in a
reduction of all such payments, pro rata. If the Executive disagrees with the determination
of the reduced amount by the Company’s auditors, he may contest that determination by giving
notice of such contest within 30 days of learning of the determination and may use an
accountant of his choice in connection with such contest. The Company shall pay all of the
Executive’s costs in connection with such contest if the ultimate determination by the two
accountants (that of the Company and that of the Executive) in consultation with each other,
or by a third accountant jointly chosen by the two first-named accountants in the event the
first two cannot agree, represents a lesser reduction in the amounts payable under Section
5(c) hereof than the Company’s independent auditors established in the first instance.
Otherwise, the Executive shall pay his own and any additional costs incurred by the Company
in contesting such determination. If there is a final determination by the Internal Revenue
Service or a court of competent jurisdiction that the Company overpaid amounts under Section
280G of the Code, the amount of the overpayment shall be treated as a loan to the Executive
and shall be repaid immediately, together with interest on such amount at the prime rate of
interest at Huntington National Bank, Columbus, Ohio, or any successor thereto, in effect
from time to time. If the Internal Revenue Service or a court of competent jurisdiction
finally determines, or if the Code or regulations thereunder shall change such that the
Corporation underpaid the Executive under Section 280G of the Code, the Corporation shall
pay the difference to the Executive with interest as specified above.
(e) Avoidance of Penalty Taxes. This Section 5 shall be interpreted so as to avoid
the imposition of excise taxes on the Executive under Section 4999 of the Code, and the
Executive may in his sole discretion elect to reduce any payments he may be eligible to
receive under this Agreement to prevent the imposition of such excise taxes.
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(f) Other Rights not Affected. The Executive’s right to receive payment under this
Agreement shall not decrease the amount of, or otherwise adversely affect, any other
benefits payable to the Executive under any plan, agreement, or arrangement relating to
employee benefits provided by the Company.
(g) No Duty to Mitigate. The Executive shall not be required to mitigate the amount
of any payment provided for in this Section 5 by seeking other employment or otherwise, nor
shall the amount of any payment provided for in this Section 5 be reduced by any
compensation earned by the Executive as the result of employment by another employer or by
reason of the Executive’s receipt of or right to receive any retirement or other benefits
after the Date of Termination of employment or otherwise.
6. Successors; Binding Agreement
(a) The Company will require any successor (whether direct or indirect, by purchase,
merger, consolidation, or otherwise) to all or substantially all of the business and/or
assets of the Company and its subsidiaries to expressly assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be required to
perform it if no succession had taken place. Failure of the Company to obtain such
agreement prior to the effectiveness of any such succession shall be a breach of this
Agreement and shall entitle the Executive to compensation in the same amount and on the same
terms as he would be entitled hereunder if he terminated his employment for Good Reason
during the Effective Period or for any reason during the Window Period, except that for
purposes of implementing the foregoing, the date on which any such succession becomes
effective shall be deemed the Date of Termination. As used in this Agreement, “Company”
shall mean the Company as defined above and any successor to its business and/or assets as
aforesaid which executes and delivers the agreement provided for in this Section 6 or which
otherwise becomes bound by all the terms and provisions of this Agreement by operation of
law. Nothing contained in this Section 6 shall be construed to modify or affect the
definition of a “Change in Control” contained in Section 1 hereof.
(b) This Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors, heirs,
distributees, devisees, and legatees.
7. Arbitration. Any dispute or controversy arising out of or relating to this
Agreement, or any breach thereof, shall be settled by arbitration in accordance with the rules of
the American Arbitration Association. The award of the arbitrator shall be final, conclusive, and
nonappealable and judgment upon such award rendered by the arbitrator may be entered in any court
having jurisdiction thereof. The arbitrator shall mean an arbitrator qualified to serve in
accordance with the rules of the American Arbitration Association and one who is approved by both
the Company and the Executive. In the absence of such approval, each party shall designate a person
qualified to serve as an arbitrator in accordance with the rules of the American Arbitration
Association and the two persons so designated shall select the arbitrator from among those persons
qualified to serve in accordance with the rules of the American Arbitration Association. The
arbitration shall be held in Columbus, Ohio or other such place as may be agreed upon at the time
by the parities to the arbitration.
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8. Enforcement of Agreement. The Company is aware that upon the occurrence of a
Change in Control, the Board of Directors or a shareholder of the Company may then cause or attempt
to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or
attempt to cause the Company to institute, or may institute arbitration or litigation seeking to
have this Agreement declared unenforceable, or may take or attempt to take other action to deny the
Executive the benefits intended under this Agreement. In these circumstances, the purpose of this
Agreement could be frustrated. Accordingly, if following a Change in Control it should appear to
the Executive that the Company has failed to comply with any of its obligations under Section 5(c)
of this Agreement or in the event that the Company or any other person takes any action to declare
Section 5(c) of this Agreement void or unenforceable, or institutes any arbitration, litigation, or
other legal action designed to deny, diminish or to recover from the Executive the benefits
entitled to be provided to him under Section 5(c), and that the Executive has complied with all his
obligations under this Agreement, the Company authorizes the Executive to retain counsel of his
choice, at the expense of the Company as provided in this Section, to represent him in connection
with the initiation or defense of any pre-suit settlement negotiations, arbitration, litigation, or
other legal action, whether such action is by or against the Company or any Director, officer,
shareholder, or other person affiliated with the Company, in any jurisdiction. Notwithstanding any
existing or prior attorney-client relationship between the Company and such counsel, the Company
consents to the Executive entering into an attorney-client relationship with such counsel, and in
that connection the Company and the Executive agree that a confidential relationship shall exist
between the Executive and such counsel, except with respect to any fee and expense invoices
generated by such counsel. The reasonable fees and expenses of counsel selected by the Executive
as hereinabove provided shall be paid or reimbursed to the Executive by the Company on a regular,
periodic basis upon presentation by the Executive of a statement or statements prepared by such
counsel in accordance with its customary practices, up to a maximum of 25% of the amount due to the
Executive under Section 5(c). Any legal expenses incurred by the Company by reason of any dispute
between the parties as to enforceability of Section 5(c) or the terms contained in Section 5(c),
notwithstanding the outcome of any such dispute, shall be the sole responsibility of the Company,
and the Company shall not take any action to seek reimbursement from the Executive for such
expenses.
9. Notices. For the purposes of this Agreement, notices and all other communications
provided for in the Agreement shall be in writing and shall be deemed to have been duly given when
delivered or mailed by United States registered mail, return receipt requested, postage prepaid,
addressed in the case of the Executive, to:
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and in the case of the Company, to the principal executive offices of the Company, provided that
all notices to the Company shall be directed to the attention of the Company’s Chief Executive
Officer with copies to the Secretary of the Company, or to such other addresses as either party may
have furnished to the other in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
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10. No Waiver. No provisions of this Agreement may be modified, waived, or discharged
unless such waiver, modification or discharge is agreed to in writing signed by the executive and a
duly authorized officer of the Company. No waiver by either party hereto at any time of any breach
by the other party hereto of, or compliance with, any condition or provision of this Agreement to
be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time
11. Saving. If any provision of this Agreement is later found to be completely or
partially unenforceable, the remaining part of that provision of any other provision of this
Agreement shall still be valid and shall not in any way be affected by the finding. Moreover, if
any provision is for any reason held to be unreasonably broad as to time, duration, geographical
scope, activity or subject, such provision shall be interpreted and enforced by limiting and
reducing it to preserve enforceability to the maximum extent permitted by law.
12. Code Section 409A. Notwithstanding any provision of this Agreement to the
contrary, if the Company determines that you are a “specified employee” as defined in Section 409A
of the Code or any guidance promulgated thereunder (“Code Section 409A”) and reasonably believes
that payments under this Agreement are subject to Code Section 409A’s six-month delay rule, you
shall not be entitled to any payments upon the termination of your employment until the earlier of
(i) the date which is six months after the termination of your employment, or (ii) the date of your
death. Additionally, if the Company reasonably believes that any provision of this Agreement would
cause you to incur any additional tax or interest under Code Section 409A, the Company shall, after
consulting with you and receiving your approval (which shall not be unreasonably withheld), reform
such provision, to the extent possible, so as to not cause you to incur any such additional tax or
interest.
13. Governing Law. This Agreement shall be interpreted and enforced in accordance
with the laws of the State of Ohio without reference to its choice of law rules.
14. Final Agreement. This Agreement replaces any existing agreement between the
Executive and the Company relating to the same subject matter and may be modified only by an
agreement in writing signed by the parties.
| MAX & ERMA’S RESTAURANTS, INC. | ||||||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇ | |||||
| Its: | Chief Executive Officer | |||||
| EXECUTIVE | ||||||
| /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||||
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