Exhibit 10.13
Execution Copy
EMPLOYMENT AGREEMENT
AGREEMENT made as of the 17th day of June, 1998, by and between IPSWICH
SAVINGS BANK, a Massachusetts-chartered saving bank, with its main office in
Ipswich, Massachusetts (the "Bank") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ of Woburn,
Massachusetts(the "Executive").
WITNESSETH
WHEREAS, in recognition of the Executive's contribution to the growth
and success of the Bank, the parties hereto desire to provide for the
Executive's continued employment by the Bank by entering into this Employment
Agreement;
NOW THEREFORE, in consideration of the mutual covenants contained
herein, the Bank and the Executive agree as follows:
1 . Employment. The Bank agrees to employ the Executive for the purpose
of serving as its Senior Vice President and Chief Operations Officer, on the
terms and conditions hereinafter set forth.
2 . Capacity. The Executive shall serve the Bank as Senior Vice
President and Chief Operations Officer, subject to his election by the Bank's
Board of Directors.
3 . Effective Date and Term. The commencement date (the "Commencement
Date") of this Agreement shall be June 17, 1998. The initial term of the
Executive's employment hereunder shall be for one year from the Commencement
Date. The parties intend that, at any point in time during the Executive's
employment hereunder, the then-remaining term of his employment under this
Agreement shall be one year. Accordingly, the term of employment shall be
automatically extended by one day for each day that the Executive remains
employed by the Bank. The last day of such term as so extended from time to time
is herein sometimes referred to as the "Expiration Date"; provided that, for
purposes of Section 11, the "Expiration Date" shall be the first anniversary of
(i) the date on which the Board designates another executive to act in the
Executive's place under Section 11, or (ii) the Long Term Disability Date (as
defined in Section 11), whichever is earlier.
4 . Compensation and Benefits. The regular compensation and benefits
payable to the Executive under this Agreement shall be as follows:
(a) Salary. For all services rendered by the Executive under this
Agreement, the Bank shall pay the Executive a base salary at the rate of $67,000
per year, subject to increase from time to time in accordance with the usual
practice of the Bank with respect to review of compensation of its senior
executives. In addition, if the Board increases the Executive's annual base
salary at any time before the Expiration Date, such increased annual base salary
shall become a floor below which such annual base salary shall not fall at any
future time during the term of the Executive's employment without his written
consent. The Executive's salary shall be payable in periodic installments in
accordance with the Bank's usual practice for its senior executives.
(b) Regular Benefits. The Executive shall also be entitled to
participate in any and all employee benefit plans, medical insurance plans,
disability income plans, retirement plans, bonus incentive plans, and other
benefit plans from time to time in effect for senior executives of the Bank.
Such participation shall be subject to (i) the terms of the applicable plan
documents, (ii) generally applicable policies of the Bank and (iii) the
discretion of the Board of Directors of the Bank or any administrative or other
committee provided for in or contemplated by such plan. Nothing paid to the
Executive under any plan, policy or arrangement currently in effect or made
available in the future shall be deemed to be in lieu of other compensation to
the Executive as described in this Agreement.
(c) Business Expenses. The Bank shall reimburse the Executive for
all reasonable travel and other business expenses incurred by him in the
performance of his duties and responsibilities, subject to such reasonable
requirements with respect to substantiation and documentation as may be
specified by the Bank.
(d) Vacation. The Executive shall be entitled to not less than three
(3) weeks of vacation per year, to be taken at such times and intervals as shall
be determined by the Executive with the approval of the Bank, which approval
shall not be reasonably withheld.
(e) No Impact on Options. Nothing in this Agreement shall have any
affect on the Executive's rights under stock options granted to the Executive
pursuant to the Bank's stock option plans.
5 . Extent of Service. During his employment hereunder, the Executive
shall, subject to the direction and supervision of the Board of Directors of the
Bank, devote his full time, best efforts and business judgment, skill and
knowledge to the advancement of the Bank's interests and to the discharge of his
duties and responsibilities hereunder. He shall not engage in any other business
activity, except as may be approved by the Board of Directors; provided,
however, that nothing herein shall be construed as preventing the Executive
from:
(a) investing his assets in a manner not prohibited by Section 12
hereof, and in such form or manner as shall not require any material
services on his part in the operations or affairs of the companies or
the other entities in which such investments are made;
(b) serving on the board of directors of any company, subject to the
prohibitions set forth in Section 12 and provided that he shall not be
required to render any material services with respect to the operations
or affairs of any such company; or
(c) engaging in religious, charitable or other community or non
-profit activities which do not impair his ability to fulfill his duties
and responsibilities under this Agreement.
6 . Termination Upon Death. In the event of the Executive's death during
the Executive's employment hereunder, the Bank shall pay to the Executive's
beneficiary designated in writing to the Bank prior to his death (or to his
estate, if he fails to make such designation), (i) any base salary or other
compensation earned (together with a pro rata portion of the bonus payable with
respect to the year in which death occurred) but not paid to Executive prior to
the date of death, plus (ii) the base salary that Executive would have earned
for a period of six (6) months following his death, plus (iii) a pro rata
portion of any bonuses or other incentive compensation that Executive would have
earned if he had been employed for the full fiscal year in which he died,
payable at the time of payment of similar bonuses made to other Executives of
the Bank, plus (iv) any death benefits that Executive is entitled to under the
Bank's policies in effect on Executive's date of death.
7 . Termination by the Bank for Cause.
(a) Termination of Employment. The Executive's employment hereunder
may be terminated by the Bank for Cause without further liability on the part of
the Bank, effective immediately, by a vote of a majority of all of the members
of the Executive Committee and a majority of all of the members of the Board of
Directors of the Bank. The Bank shall provide the Executive with written notice
setting forth in reasonable detail the nature of such Cause.
(b) Cause. For purposes of this Agreement a termination shall be a
termination for "Cause" only if the termination is for fraud, misappropriation
or embezzlement in the Executive's performance of his duties as an employee of
the Bank or any subsidiary or affiliate thereof, or conviction of the Executive
of a crime involving moral turpitude.
8 . Termination by the Executive.
(a) Termination by the Executive for Good Reason. The Executive may
terminate his employment hereunder for Good Reason at any time by delivery of
written notice to the Bank within the one year period commencing upon the
occurrence of the Good Reason. Unless otherwise agreed to by the Bank, such
termination shall not be effective until thirty (30) days after such written
notice is delivered.
(b) Good Reason. For purposes of this Agreement, the term "Good
Reason" shall mean:
(1) the failure of the Board of Directors of the Bank to
elect the Executive to the office of Chief Operations
Officer, or to continue the Executive in such office;
(2) the failure by the Bank to comply with the provisions of
Section 4(a);
(3) a material breach by the Bank of any of the provisions
of this Agreement which failure or breach shall have
continued for thirty (30) days after written notice from
the Executive to the Bank specifying the nature of such
failure or breach.
In addition,"Good Reason" shall include the following events but only if they
shall occur within two years following a Change in Control:
(4) the failure by the Bank to continue to provide the
Executive with benefits substantially similar to those
available to the Executive under any of the life
insurance, medical, health and accident, or disability
plans or any other material benefit plans in which the
Executive was participating at the time of the Change in
Control, or the taking of any action by the Bank which
would directly or indirectly materially reduce any of
such benefits, or the failure by the Bank to provide the
Executive with the number of paid vacation days to which
the Executive is entitled on the basis of years of
service with the Bank in accordance with the Bank's
normal vacation policy in effect at the time of the
Change in Control;
(5) A reasonable determination by the Executive that, as a
result of a Change in Control, he is unable to exercise
the responsibilities, authorities, powers, functions or
duties exercised by the Executive immediately prior to
such Change in Control;
(6) A reasonable determination by the Executive that, as a
result of a Change in Control, his working conditions
have significantly worsened; or
(7) the failure of the Bank to obtain a satisfactory
agreement from any successor to assume and agree to
perform this Agreement.
(c) Change in Control. For the purposes of this Agreement "Change of
Control" shall mean the occurrence of any one or more of the following four
events:
(1) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934), other
than the Bank, becomes a "beneficial owner" (as such
term is defined in Rule 13d-3 as promulgated under the
Securities Exchange Act of 1934) directly or indirectly
of securities representing 25% or more of the total
number of votes that may be cast for the election of
Directors of the Bank and two thirds of the Board of
Directors of the Bank (the "Board") has not consented to
such event prior to its occurrence or within sixty (60)
days thereafter, provided that if the consent occurs
after the event, it shall only be valid for the purposes
of this paragraph (i) if a majority of the consenting
Board is comprised of Directors of the Bank who were
Directors of the Bank immediately prior to the event;
(2) Within two years after a merger, consolidation or sale
of assets involving the Bank, or a contested election of
a Bank Director, or any combination of the foregoing,
the individuals who were Directors of the Bank
immediately prior thereto shall cease to constitute a
majority of the Board;
(3) Within two years after a tender offer or exchange offer
for voting securities of the Bank (other than by the
Bank), the individuals who were Directors of the Bank
immediately prior thereto shall cease to constitute a
majority of the Board; or
(4) Within two years after an acquisition in which the Bank
becomes a wholly-owned subsidiary of a bank holding
company, individuals who were Directors of the Bank
immediately prior to such acquisition shall not
constitute a majority of the board of directors of the
parent bank holding company.
(d) Voluntary Termination. The Executive may, upon thirty (30) days
prior written notice to the Bank, effect a Voluntary Termination of his
employment hereunder. A "Voluntary Termination" shall mean a termination of
employment by the Executive on his own initiative other than (a) a termination
due to death or disability, or (b) a termination for Good Reason.
9 . Termination by the Bank Without Cause. The Executive's employment
with the Bank may be terminated without cause only by a majority vote of all of
the members of the Board of Directors of the Bank on written notice to the
Executive.
10 . Certain Termination Benefits. In the event of termination by the
Executive for Good Reason pursuant to Section (a) or termination by the Bank
without cause pursuant to Section , the Executive shall be entitled to the
following benefits:
(a) Severance Payments. The Executive shall be entitled to a lump
sum payment, payable within 30 days of the last day of his employment, equal to
the sum of the following:
(1) Payment for Services Already Rendered. An amount equal
to the sum of (a) the Executive's base salary for the
period through the date of termination, plus (b) the
Executive's pro rata share (based on the number of whole or
partial months during which the Executive was employed in
the year of termination divided by 12) of the annual bonus
paid during the fiscal year preceding the termination of
employment, plus (c) all accrued vacation; plus
(2) Severance Pay. A severance benefit equal to the sum of
(a) the Executive's then current annual base salary; plus
(b) an amount equal to the annual bonus paid to the
Executive during the fiscal year preceding the termination
of employment.
(b) Benefit Continuation. For the period subsequent to the date of
termination until the Expiration Date, the Executive shall continue to receive
all benefits described in Section 4(b) above existing on the date of
termination. For purposes of application of such benefits the Executive shall be
treated as if he had remained in the employ of the Bank, with a total annual
salary at the rate in effect on the date of termination, and service credits
will continue to accrue during such period as if the Executive had remained in
the employ of the Bank.
If, in spite of the provisions of this Section 10(b), benefits or
service credits under any benefit plan shall not be payable or provided under
any such plan to the Executive, or to the Executive's dependents, beneficiaries
or estate, because the Executive is no longer deemed to be an employee of the
Bank, the Bank itself shall pay for, or provide for payment of, such benefits
and service credits for such beneficiaries to the Executive, or to the
Executive's dependents, beneficiaries or estate.
(c) No Duty to Mitigate. In the event of termination of the
Executive's employment, the Executive shall be under no obligation to seek other
employment or to mitigate damages and there shall be no offset against any
amounts due the Executive under this Agreement for any reason, including,
without limitation, on account of any remuneration attributable to any
subsequent employment that the Executive may obtain.
(d) No Benefits Upon Voluntary Termination or Termination for Cause.
In the event of Voluntary Termination pursuant to Section 8(d) or termination of
the Executive's employment for Cause pursuant to Section 7, all obligations of
the Bank under this Agreement shall terminate as of the date of termination, but
vested rights of the parties hereunder shall not be affected.
11 . Disability. If, due to physical or mental illness, the Executive
shall be disabled so as to be unable to perform substantially all of his duties
and responsibilities hereunder, the Bank, acting through its Board of Directors,
may designate another executive to act in his place during the period of his
disability, but such action by the Bank shall constitute Good Reason if it
occurs after a Change in Control. Notwithstanding any such designation, the
Executive shall continue to receive his full salary and benefits under Section 4
of this Agreement until the earlier of (X) the Expiration Date, or (Y) the date
on which he becomes eligible for disability income under the Bank's long term
disability income plan ("Long Term Disability Date"). While receiving disability
payments under such plan the Executive shall, until the Expiration Date, receive
a salary from the Bank which will equal seventy (70%) percent of the Executive's
Cash Compensation (as defined below) as of the Long Term Disability Date, when
combined with the Executive's disability income payments under the Bank's group
long term disability plan. The Executive shall also continue to participate in
the Bank's benefit plans and to receive other benefits as specified in Section 4
until the Expiration Date. Nothing contained in this Section shall preclude the
Bank from terminating the Executive's employment without cause pursuant to
Section 9, subject to its payment of benefits as provided in Section 10.
The term "Cash Compensation" shall mean the Executive's annual base
salary as of the Long Term Disability Date plus the annual cash bonus paid to
the Executive during the fiscal year preceding the Long Term Disability Date.
12 . Noncompetition. During the Executive's employment by the Bank
hereunder and during a period of one year following the date of termination of
his employment with the Bank for any reason, the Executive will not, directly or
indirectly whether as owner, partner, shareholder, consultant, agent, employee,
co-venturer or otherwise, or through any Person (as hereafter defined), compete
in the Bank's market area (defined as Essex County, Massachusetts) with the
banking or any other business conducted by the Bank or any Subsidiary during the
period of his employment hereunder, nor will he attempt to hire any employee of
the Bank, assist in such hiring by any other Person, encourage any such employee
to terminate his or her relationship with the Bank or to conduct with any other
Person any business or activity which such customer conducts or could conduct
with the Bank. For purposes of this Section 12, the Executive shall not be
deemed to be competing with the Bank if he is employed outside of the Bank's
market area for a bank or corporation which has its headquarters outside of the
Bank's market area, even if such bank or corporation has a branch or office in
the Bank's market area. Notwithstanding the foregoing, this Section will have no
further force and effect if, within two years following the occurrence of a
Change in Control (as defined in Section ), the Executive terminates his
employment for Good Reason pursuant to Section (a) or the Bank terminates the
Executive's employment without cause pursuant to Section .
13 . Confidential Information. The Executive will not disclose to any
other Person (except as required by applicable law or in connection with the
performance of his duties and responsibilities hereunder), or use for his own
benefit or gain, any confidential information of the Bank obtained by him
incident to his employment with the Bank. The term "confidential information"
includes, without limitation, financial information, business plans, prospects
and opportunities (such as lending relationships, financial product
developments, or possible acquisitions or dispositions of business or
facilities) which have been discussed or considered by the management of the
Bank but does not include any information which has become part of the public
domain by means other than the Executive's nonobservance of his obligations
hereunder.
14 . Post-Termination Obligations.
(a) Upon termination of the Executive's employment for any reason,
the Executive shall act at all times in an ethical manner with regard to, and
shall take no action which directly or indirectly has or could reasonably be
expected to have the effect of terminating or otherwise adversely affecting the
relationship of the Bank with any employees of, or others with business or
advantageous relationships with, the Bank or any of its affiliates.
(b) During the term of the Executive's employment hereunder and for
one (1) full year after the termination thereof for any reason, or subject to
ordinary court process, the Executive shall, upon reasonable notice, use his
reasonable best efforts to cooperate with the Bank by providing such information
and assistance to the Bank as may reasonably be required by the Bank at the
Bank's expense in connection with any litigation not commenced by or involving
the Executive in which the Bank is, or may become, a party.
15 . Relief; Interpretation. The Executive agrees that the Bank shall be
entitled to injunctive relief for any breach by him of the covenants contained
in Sections 12, 13 and 14. In the event that any provision of the foregoing
Sections shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a period of time,
too large a geographic area, or too great a range of activities, it shall be
interpreted to extend only over the maximum period of time, geographic area, or
range of activities as to which it may be enforceable. For purposes of Sections
12, 13 and 14, the term "Bank" shall mean the Bank and its subsidiaries and
affiliates.
16 . Withholding. All payments made by the Bank under this Agreement
shall be net of any tax or other amounts required to be withheld by the Bank
under applicable law.
17 . Indemnification. The Bank shall indemnify and hold harmless the
Executive (and his heirs, executors and administrators) to the fullest extent
permitted by applicable law, regulations, regulatory bulletin, and/or any other
regulatory requirement, as the same exists or may hereafter be promulgated or
amended, against all expense, liability and loss (including, without limitation,
attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid or
to be paid in settlement) reasonably incurred or suffered by the Executive as a
consequence of the Executive being or having been made a party to, or being or
having been involved, in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that the Executive is or was a director or officer of the Bank or is
or was serving at the request of the Bank as a trustee, director or officer or
of another corporation (including, but not limited to, a subsidiary or an
Affiliate of the Bank), and such indemnification shall continue after the
Executive shall cease to be an officer, director or trustee.
The right to indemnification conferred hereby shall be a contract right and
shall also include, to the extent permitted by applicable law or regulation, the
right to be paid by the Bank the expenses incurred in defending any such
proceeding in advance of the final disposition upon receipt by the Bank of an
undertaking by or on behalf of the Executive to repay such amounts or a portion
thereof, if it shall ultimately be determined that the Executive is not entitled
to be indemnified by the Bank pursuant hereto or as otherwise authorized by law
but such repayment by the Executive shall only be in an amount ultimately
determined to exceed the amount to which the Executive was entitled to be
indemnified.
18 . Code Section 280G Reduction. Notwithstanding any other provisions
of this Agreement or of any other agreement, contract, understanding, plan or
program entered in to or maintained by the Bank, if any payment or benefit
received or to be received by the Executive in connection with the termination
of the Executive's employment (whether pursuant to the terms of this Agreement
or any other plan, arrangement or agreement with (a) the Bank or any Affiliate,
Parent or Subsidiary of the Bank, or (b) any person affiliated with the Bank or
any such person) (all such payments and/or benefits, including the payments and
benefits, if any, under this Agreement, being hereinafter referred to as the
"Total Payments") would subject the Executive to an Excise Tax (as defined
below), and if such Total Payments less the Excise Tax is less than the maximum
amount of Total Payments which would otherwise be payable to the Executive
without imposition of an Excise Tax, then, to the extent necessary to eliminate
the imposition of an Excise Tax (and after taking into account any reduction in
the Total Payments provided by reason of Section 280G of the Code in such other
plan, arrangement or agreement), (i) the cash and non-cash payments and benefits
payable under this Agreement shall first be reduced (but not below zero),and
(ii) all other cash and non-cash payments and benefits shall next be reduced
(but not below zero); but only if, by reason of any such reduction, the Total
Payments with any such reduction shall exceed the Total Payments without any
such reduction. For purposes of this Section 18, (A) no portion of the Total
Payments the receipt or enjoyment of which the Executive shall have effectively
waived in writing prior to the date of termination of employment shall be taken
into account, (B) no portion of the Total Payments shall be taken into account
which in the opinion of tax counsel selected in good faith by the Bank does not
constitute a "parachute payment" within the meaning of Section 280G(b)(2) of the
Code, including (without limitation) by reason of Section 280G(b)(4)(A) of the
Code, and (C) the value of any non-cash payment or benefit or any deferred
payment or benefit included in the Total Payments shall be determined by the
Bank's independent auditors in accordance with the principles of Sections
280G(d)(3) and (4) of the Code. Except as otherwise provided above, the
foregoing calculations and determinations shall be made in good faith by the
Bank and the Executive. If no agreement on the calculations is reached, then the
Executive and the Bank will agree to the selection of an accounting firm to make
the calculations. If no agreement can be reached regarding the selection of an
accounting firm the Bank will select a prominent national accounting firm which
has no current or recent business relationship with the Bank. The Bank shall pay
all costs and expenses incurred in connection with any such calculations or
determinations. Any calculations or determinations made in accordance with this
Section 18 shall be conclusive and binding on all parties.
For purposes of this Section 18, the term "Excise Tax" shall mean any
excise tax imposed under Section 4999 of the Code and/or any successor section
thereto.
19 . Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Agreement or the breach thereof shall be settled by arbitration
in accordance with the laws of the Commonwealth of Massachusetts by three
arbitrators, one of whom shall be appointed by the Bank, one by the Executive
and the third by the first two arbitrators. If the first two arbitrators cannot
agree on the appointment of a third arbitrator, then the third arbitrator shall
be appointed by the American Arbitration Association in the City of Boston. Such
arbitration shall be conducted in the City of Boston in accordance with the
rules of the American Arbitration Association, except with respect to the
selection of arbitrators which shall be as provided in this Section 19. Judgment
upon the award rendered by the arbitrators may be entered in any court having
jurisdiction thereof. In the event that it shall be necessary or desirable for
the Executive to retain legal counsel and/or incur other costs and expenses in
connection with the enforcement of any or all of the Executive's rights under
this Agreement, the Bank shall pay (or the Executive shall be entitled to
recover from the Bank, as the case may be) the Executive's reasonable attorneys'
fees and other reasonable costs and expenses in connection with the enforcement
of said rights (including the enforcement of any arbitration award in court)
regardless of the final outcome, unless and to the extent the arbitrators shall
determine that under the circumstances recovery by the Executive of all or a
part of any such fees and costs and expenses would be unjust.
20 . Assignment; Successors and Assigns, etc. Neither the Bank nor the
Executive may make any assignment of this Agreement or any interest herein, by
operation of law or otherwise, without the prior written consent of the other
party and without such consent any attempted transfer or assignment shall be
null and of no effect; provided, however, that the Bank may assign its rights
under this Agreement without the consent of the Executive in the event the Bank
shall hereafter effect a reorganization, consolidate with or merge into any
other Person, or transfer all or substantially all of its properties or assets
to any other Person. This Agreement shall inure to the benefit of and be binding
upon the Bank and the Executive, its successors, executors, administrators,
heirs and permitted assigns. In the event of the Executive's death prior to the
completion by the Bank of all payments due him under this Agreement, the Bank
shall continue such payments to the Executive's beneficiary designated in
writing to the Bank prior to his death (or to his estate, if he fails to make
such designation).
21 . Enforceability. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by a court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
22 . Prior Agreements. This Agreement supersedes the Severance Agreement
made as of November 19, 1997 by and between the Executive and the Bank. The
Executive hereby represents and warrants that the execution of this Agreement
and the performance of his obligations hereunder will not breach or be in
conflict with any other agreement to which he is a party or is bound, and that
he is not now subject to any covenants against competition or similar covenants
which would affect the performance of his obligations hereunder.
23 . Notices. Any notices, requests, demands and other communications
provided for by this Agreement shall be sufficient if in writing and delivered
in person or sent by registered or certified mail, postage prepaid, to the
Executive at the last address the Executive has filed in writing with the Bank
or, in the case of the Bank, at its main office, attention of the Board of
Directors.
24 . Amendment and Waiver. This Agreement may be amended or modified
only by a written instrument signed by the Executive and by duly authorized
representatives of the Bank. No waiver of any provision hereof shall be
effective unless made in writing and signed by the waiving party. The failure of
any party to require the performance of any term or obligation of this
Agreement, or the waiver by any party of any breach of this Agreement, shall not
prevent any subsequent enforcement of such term or obligation or be deemed a
waiver of any subsequent breach.
25 . Governing Law. This Agreement shall be construed under and be
governed in all respects by the substantive laws of the Commonwealth of
Massachusetts, without regard to its principles of conflicts of laws.
26 . Definition of "Person". For purposes of this Agreement, the term
"Person" shall mean an individual, a corporation, an association, a partnership,
an estate, a trust and any other entity or organization.
IN WITNESS WHEREOF, this Agreement has been executed as a sealed
instrument by the Bank, by its duly authorized officer, and by the Executive, as
of the date first above written.
ATTEST: IPSWICH SAVINGS BANK
By:
---------------------------------- ----------------------------------
[Seal] Title:
----------------------------
WITNESS EXECUTIVE
---------------------------------- ----------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇