FORM OF DELANCO BANCORP, INC. EMPLOYMENT AGREEMENT
Exhibit
10.10
FORM
OF
DELANCO
BANCORP, INC.
THIS
AGREEMENT
(the
“Agreement”), made this _____ day of _____________, 200_, by and between
DELANCO
BANCORP, INC., a
federally chartered corporation (the “Company”), and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇. (the
“Executive”).
WHEREAS,
Executive
serves in a position of substantial responsibility; and
WHEREAS,
the
Company wishes to assure Executive’s services for the term of this Agreement;
and
WHEREAS,
Executive
is willing to serve in the employ of the Company during the term of this
Agreement.
NOW,
THEREFORE, in
consideration of the mutual covenants contained in this Agreement, and upon
the
other terms and conditions provided for in this Agreement, the parties hereby
agree as follows:
1. Employment.
The
Company will employ Executive as Senior Vice President, Treasurer and Chief
Operation Officer until October 1, 2007. After that time, Executive shall remain
employed as President and Chief Executive Officer. Executive will perform all
duties and shall have all powers commonly incident to his positions, or which,
consistent with those positions, the Board of Directors of the Company (the
“Board”) delegates to Executive. Executive also agrees to serve, if elected, as
an officer and/or director of any subsidiary or affiliate of the Company and
to
carry out the duties and responsibilities reasonably appropriate to those
offices.
2. Location
and Facilities.
The
Company will furnish Executive with the working facilities and staff customary
for executive officers with the titles and duties set forth in Section 1 and
as
are necessary for him to perform his duties. The location of such facilities
and
staff shall be at the principal administrative offices of the Company and
Delanco Federal Savings Bank (the “Bank”), or at such other site or sites
customary for such offices.
3. Term.
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a.
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The
term of this Agreement shall include: (i) the initial term, consisting
of
the period commencing on the date of this Agreement (the “Effective Date”)
and ending on the third anniversary of the Effective Date, plus (ii)
any
and all extensions of the initial term made pursuant to this Section
3.
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b.
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Commencing
on the first anniversary of the Effective Date and continuing on
each
anniversary of the Effective Date thereafter, the disinterested members
of
the Board may extend the Agreement term for an additional year, so
that
the remaining term of the Agreement again becomes thirty-six (36)
months,
unless Executive elects not to extend the term of this Agreement
by giving
written notice in accordance with Section 18 of this Agreement. The
Board
will review the Agreement and Executive’s performance annually for
purposes of determining whether to extend the Agreement term and
will
include the rationale and results of its review in the minutes of
its
meeting. The Board will notify Executive as soon as possible after
its
annual review whether it has determined to extend the
Agreement.
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4. Base
Compensation.
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a.
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For
his services as Senior Vice President, Treasurer and Chief Operation
Officer, the Company agrees to pay Executive an annual base salary
at the
rate of $88,825
per year, payable in accordance with customary payroll practices.
Following October 1, 2007, the Board shall adjust Executive’s annual base
salary upward to reflect his new duties and
responsibilities.
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b.
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During
the term of this Agreement, the Board will review the level of Executive’s
base salary at least annually, based upon factors deemed relevant,
in
order to determine Executive’s base salary through the remaining term of
the Agreement.
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5. Bonuses.
Executive will participate in discretionary bonuses or other incentive
compensation programs that the Company or the Bank may sponsor for or award
from
time to time to senior management employees.
6. Benefit
Plans.
Executive will participate in life insurance, medical, dental, pension, profit
sharing, retirement and stock-based compensation plans and other programs and
arrangements that the Company or the Bank may sponsor or maintain for the
benefit of their employees.
7. Vacations
and Leave.
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a.
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Executive
may take vacations and other leave in accordance with applicable
policy
for senior executives, or otherwise as approved by the
Board.
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b.
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In
addition to paid vacations and other leave, the Board may grant Executive
a leave or leaves of absence, with or without pay, at such time or
times
and upon such terms and conditions as the Board, in its discretion,
may
determine.
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8. Expense
Payments and Reimbursements.
The
Company will reimburse Executive for all reasonable out-of-pocket business
expenses incurred in connection with his services under this Agreement upon
substantiation of such expenses in accordance with applicable policies of the
Company.
9. Loyalty
and Confidentiality.
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a.
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During
the term of this Agreement, Executive will devote all his business
time,
attention, skill, and efforts to the faithful performance of his
duties
under this Agreement; provided, however, that from time to time,
Executive
may serve on the boards of directors of, and hold any other offices
or
positions in, companies or organizations that will not present any
conflict of interest with the Company or any of its subsidiaries
or
affiliates, unfavorably affect the performance of Executive’s duties
pursuant to this Agreement, or violate any applicable statute or
regulation. Executive will not engage in any business or activity
contrary
to the business affairs or interests of the Company or any of its
subsidiaries or affiliates.
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b.
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Nothing
contained in this Agreement will prevent or limit Executive’s right to
invest in the capital stock or other securities or interests of any
business dissimilar from that of the Company, or, solely as a passive,
minority investor, in any business.
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c.
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Executive
agrees to maintain the confidentiality of any and all information
concerning the operations or financial status of the Company and
its
affiliates; the names or addresses of any borrowers, depositors and
other
customers; any information concerning or obtained from such customers;
and
any other information concerning the Company or its affiliates to
which he
may be exposed during the course of his employment. Executive further
agrees that, unless required by law or specifically permitted by
the Board
in writing, he will not disclose to any person or entity, either
during or
subsequent to his employment, any of the above-mentioned information
which
is not generally known to the public, nor will he use the information
in
any way other than for the benefit of the Company or its
affiliates.
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10.
Termination
and Termination Pay.
Subject
to Section 11 of this Agreement, Executive’s employment under this Agreement may
be terminated in the following circumstances:
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a.
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Death.
Executive’s employment under this Agreement will terminate upon his death
during the term of this Agreement, in which event Executive’s estate will
receive the compensation due to Executive through the last day of
the
calendar month in which his death
occurred.
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b.
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Retirement.
This Agreement will terminate upon Executive’s retirement under the
retirement benefit plan or plans in which he participates pursuant
to
Section 6 of this Agreement or
otherwise.
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| c. |
Disability.
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i.
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The
Board or Executive may terminate Executive’s employment after having
determined Executive has a Disability. For purposes of this Agreement,
“Disability” means a physical or mental infirmity that impairs Executive’s
ability to substantially perform his duties under this Agreement
and
results in Executive becoming eligible for long-term disability benefits
under any long-term disability plans of the Company or the Bank (or,
if no
such plans exist, that impairs Executive’s ability to substantially
perform his duties under this Agreement for a period of one hundred
eighty
(180) consecutive days). The Board will determine whether or not
Executive
is and continues to be permanently disabled for purposes of this
Agreement
in good faith, based upon competent medical advice and other factors
that
the Board reasonably believes to be relevant. As a condition to any
benefits, the Board may require Executive to submit to physical or
mental
evaluations and tests as the Board or its medical experts deem reasonably
appropriate.
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ii.
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In
the event of his Disability, Executive will no longer be obligated
to
perform services under this Agreement. The Company will pay Executive,
as
Disability pay, an amount equal to one hundred percent (100%) of
Executive’s rate of base salary in effect as of the date of his
termination of employment due to Disability. The Company will make
Disability payments on a monthly basis commencing on the first day
of the
month following the effective date of Executive’s termination of
employment due to Disability and ending on the earlier of: (A) the
date he
returns to full-time employment in the same capacity as he was employed
prior to his termination for Disability; (B) his death; (C) his attainment
of age 65 or (D) the date this Agreement would have expired had
Executive’s employment not terminated by reason of Disability. The Company
will reduce Disability payments by the amount of any short- or long-term
disability benefits payable to Executive under any other disability
programs sponsored by the Company. In addition, during any period
of
Executive’s Disability, the Company will continue to provide Executive and
his dependents, to the greatest extent possible, with continued coverage
under all benefit plans (including, without limitation, retirement
plans
and medical, dental and life insurance plans) in which Executive
and/or
his dependents participated prior to his Disability on the same terms
as
if he remained actively employed by the
Company.
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| d. |
Termination
for Cause.
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i.
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The
Board may, by written notice to Executive in the form and manner
specified
in this paragraph, immediately terminate his employment at any time
for
“Cause.” Executive shall have no right to receive compensation or other
benefits for any period after termination for Cause, except for already
vested benefits. Termination for Cause shall mean termination because
of,
in the good faith determination of the Board, Executive’s:
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(1)
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Personal
dishonesty;
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(2)
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Incompetence;
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(3)
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Willful
misconduct;
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(4)
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Breach
of fiduciary duty involving personal
profit;
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(5)
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Intentional
failure to perform stated duties;
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(6)
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Willful
violation of any law, rule or regulation (other than traffic violations
or
similar offenses) or final cease-and-desist order;
or
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(7)
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Material
breach of any provision of this
Agreement.
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ii.
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Notwithstanding
the foregoing, Executive’s termination for Cause will not become effective
unless the Company has delivered to Executive a copy of a resolution
duly
adopted by the affirmative vote of a majority of the entire membership
of
the Board, at a meeting of the Board called and held for the purpose
of
finding that, in the good faith opinion of the Board (after reasonable
notice to Executive and an opportunity for Executive to be heard
before
the Board with counsel), Executive was guilty of the conduct described
above and specifying the particulars of this
conduct.
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e.
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Voluntary
Termination by Executive.
In addition to his other rights to terminate under this Agreement,
Executive may voluntarily terminate employment during the term of
this
Agreement upon at least sixty (60) days prior written notice to the
Board.
Upon Executive’s voluntary termination, he will receive only his
compensation and vested rights and benefits through the date of his
termination. Following his voluntary termination of employment under
this
Section 10(e), Executive will be subject to the restrictions set
forth in
Section 10(g) of this Agreement for a period of one (1) year from
his
termination date.
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f.
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Without
Cause or With Good Reason.
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i.
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In
addition to termination pursuant to Sections 10(a) through 10(e),
the
Board may, by written notice to Executive, immediately terminate
his
employment at any time for a reason other than Cause (a termination
“Without Cause”) and Executive may, by written notice to the Board,
immediately terminate this Agreement at any time within ninety (90)
days
following an event constituting “Good Reason,” as defined below (a
termination “With Good Reason”).
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ii.
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Subject
to Section 11 of this Agreement, in the event of termination under
this
Section 10(f), Executive will receive his base salary as of his
termination date for the remaining term of the Agreement, with such
amount
paid in one lump sum within ten (10) calendar days of his termination.
Executive will also continue to participate in any benefit plans
of the
Company or the Bank that provide medical, dental and life insurance
coverage for the remaining term of the Agreement, under terms and
conditions no less favorable than the most favorable terms and conditions
provided to senior executives during the same period. If the Company
or
the Bank cannot provide such coverage because Executive is no longer
an
employee, the Company or the Bank will provide Executive with comparable
coverage on an individual policy basis or the cash
equivalent.
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iii.
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“Good
Reason” exists if, without Executive’s express written consent, the
Company materially breaches any of its obligations under this Agreement.
Without limitation, such a material breach will occur upon any of
the
following:
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(1)
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A
material reduction in Executive’s responsibilities or authority in
connection with his employment with the Company (other than a reduction
resulting from the change in Executive’s position described in Section 1
of this Agreement);
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(2)
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Assignment
to Executive of duties of a non-executive nature or duties for which
he is
not reasonably equipped by his skills and experience (excluding any
change
in duties resulting from the change in Executive’s position described in
Section 1 of this Agreement);
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(3)
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Failure
of Executive to be nominated or renominated to the Board to the extent
Executive is a Board member prior to the Effective Date;
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(4)
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A
reduction in salary or benefits contrary to the terms of this Agreement
(other than a reduction resulting from the change in Executive’s position
described in Sections 1 and 4 of this Agreement), or, following a
Change
in Control as defined in Section 11 of this Agreement, any reduction
in
salary or material reduction in benefits below the amounts Executive
was
entitled to receive prior to the Change in
Control;
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(5)
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Termination
of incentive and benefit plans, programs or arrangements, or reduction
of
Executive’s participation, that is not applicable to other similarly
situated participants and to such an extent as to materially reduce
their
aggregate value below their aggregate value as of the Effective Date;
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(6)
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A
requirement that Executive relocate his principal business office
or his
principal place of residence outside of the area consisting of a
thirty-five (35) mile radius from the current main office and any
branch
of the Company or the Bank, or the assignment to Executive of duties
that
would reasonably require such a relocation;
or
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| (7) |
Liquidation
or dissolution of the Company.
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iv.
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Notwithstanding
the foregoing, a reduction or elimination of Executive’s benefits under
one or more benefit plans, programs or arrangements maintained as
part of
a good faith, overall reduction or elimination of such plans or benefits,
applicable to all participants in a manner that does not discriminate
against Executive (except as such discrimination may be necessary
to
comply with law), will not constitute an event of Good Reason or
a
material breach of this Agreement, provided that benefits of the
same type
or to the same general extent as those offered under such plans prior
to
the reduction or elimination are not available to other officers
of the
Company or any affiliate under a plan or plans in or under which
Executive
is not entitled to participate.
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g.
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Continuing
Covenant Not to Compete or Interfere with Relationships.
Regardless of anything herein to the contrary, following a termination
by
the Company or Executive pursuant to Section 10(e) or
10(f):
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i.
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Executive’s
obligations under Section 9(c) of this Agreement will continue in
effect;
and
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| ii. |
During
the period ending on the first anniversary of such termination, Executive
will not serve as an officer, director or employee of any bank holding
company, bank, savings association, savings and loan holding company,
mortgage company or other financial institution that offers products
or
services competing with those offered by the Company, the Bank or
their
affiliates from any office within thirty-five (35) miles from the
main
office or any branch of the Company, the Bank or their affiliates
and,
further, Executive will not interfere with the relationship of the
Company, the Bank or their affiliates and any of their employees,
agents,
or representatives.
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h.
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To
the extent Executive is a member of the Board on the date of termination
of employment, Executive will resign from the Board immediately following
such termination of employment. Executive will be obligated to tender
this
resignation regardless of the method or manner of termination, and
such
resignation will not be conditioned upon any event or
payment.
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11.
Termination
in Connection with a Change in Control.
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a.
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For
purposes of this Agreement, a “Change in Control” means any of the
following events:
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| i. |
Merger:
The Company merges into or consolidates with another entity, or merges
another corporation into the Company, and as a result, less than
a
majority of the combined voting power of the resulting corporation
immediately after the merger or consolidation is held by persons
who were
stockholders of the Company immediately before the merger or
consolidation;
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| ii. |
Acquisition
of Significant Share Ownership:
There is filed, or is required to be filed, a report on Schedule
13D or
another form or schedule (other than Schedule 13G) required under
Sections
13(d) or 14(d) of the Securities Exchange Act of 1934, as amended,
if the
schedule discloses that the filing person or persons acting in concert
has
or have become the beneficial owner of 25% or more of a class of
the
Company’s voting securities, but this clause (ii) shall not apply to
beneficial ownership of Company voting shares held in a fiduciary
capacity
by an entity of which the Company directly or indirectly beneficially
owns
50% or more of its outstanding voting
securities;
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| iii. |
Change
in Board Composition:
During any period of two consecutive years, individuals who constitute
the
Company’s Board of Directors at the beginning of the two-year period cease
for any reason to constitute at least a majority of the Company’s Board of
Directors; provided, however, that for purposes of this clause
(iii), each
director who is first elected by the board (or first nominated
by the
board for election by the members) by a vote of at least two-thirds
(2/3)
of the directors who were directors at the beginning of the two-year
period shall be deemed to have also been a director at the beginning
of
such period; or
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| iv. |
Sale
of Assets:
The Company sells to a third party all or substantially all of
its assets.
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Notwithstanding
anything in this Agreement to the contrary, in no event shall the
conversion of the Bank’s mutual holding company parent, Delanco MHC, from
mutual to stock form, i.e., a “second step conversion,” constitute a
“Change in Control” for purposes of this
Agreement.
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b.
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Termination.
If within the period ending one year after a Change in Control, (i)
the
Company terminates Executive’s employment without Cause, or (ii) Executive
voluntarily terminates his employment With Good Reason, the Company
will,
within ten calendar days of the termination of Executive’s employment,
make a lump-sum cash payment to him equal to three times Executive’s
average taxable compensation (as reported on Form W-2) over the five
(5)
most recently completed calendar years (or years of employment, annualized
for partial years of employment, if less than five), ending with
the year
immediately preceding the effective date of the Change in Control.
The
cash payment made under this Section 11(b) shall be made in lieu
of any
payment also required under Section 10(f) of this Agreement because
of
Executive’s termination of employment; however, Executive’s rights under
Section 10(f) are not otherwise affected by this Section 11. Following
termination of employment, executive will also continue to participate
in
any benefit plans of the Company or the Bank that provide medical,
dental
and life insurance coverage upon terms no less favorable than the
most
favorable terms provided to senior executives. If the Company cannot
provide such coverage because Executive is no longer an employee,
the
Company will provide Executive with comparable coverage on an individual
basis or the cash equivalent. The medical, dental and life insurance
coverage provided under this Section 11(b) shall cease upon the earlier
of: (i) Executive’s death; (ii) Executive’s employment by another employer
other than one of which he is the majority owner; or (iii) thirty-six
(36)
months after his termination of
employment.
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c.
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The
provisions of Section 11 and Sections 13 through 25, including the
defined
terms used in such sections, shall continue in effect until the later
of
the expiration of this Agreement or one year following a Change in
Control.
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| 12. |
Indemnification
and Liability Insurance.
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a.
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Indemnification.
The Company agrees to indemnify Executive (and his heirs, executors,
and
administrators), and to advance expenses related to this indemnification,
to the fullest extent permitted under applicable law and regulations
against any and all expenses and liabilities that Executive reasonably
incurs in connection with or arising out of any action, suit, or
proceeding in which he may be involved by reason of his service as
an
officer or director of the Company or any of its subsidiaries or
affiliates (whether or not he continues to be an officer or director
at
the time of incurring any such expenses or liabilities). Covered
expenses
and liabilities include, but are not limited to, judgments, court
costs,
and attorneys’ fees and the costs of reasonable settlements, subject to
Board approval, if the action is brought against Executive in his
capacity
as an officer or director of the Company or any of its subsidiaries
or
affiliates. Indemnification for expenses will not extend to matters
related to Executive’s termination for Cause. Notwithstanding anything in
this Section 12(a) to the contrary, the Company will not be required
to
provide indemnification prohibited by applicable law or regulation.
The
obligations of this Section 12 will survive the term of this Agreement
by
a period of six (6) years.
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| b. |
Insurance.
During the period for which the Company must indemnify Executive,
the
Company will provide Executive (and his heirs, executors, and
administrators) with coverage under a directors’ and officers’ liability
policy, at the Company’s expense, that is at least equivalent to the
coverage provided to directors and senior executives of the
Company.
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13.
Reimbursement
of Executive’s Expenses to Enforce this Agreement.
The
Company will reimburse Executive for all out-of-pocket expenses, including,
without limitation, reasonable attorneys’ fees, incurred by Executive in
connection with his successful enforcement of the Company’s obligations under
this Agreement. Successful enforcement means the grant of an award of money
or
the requirement that the Company take some specified action: (i) as a result
of
court order; or (ii) otherwise following an initial failure of the Company
to
pay money or take action promptly following receipt of a written demand from
Executive stating the reason that the Company must make payment or take action
under this Agreement.
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14.
Limitation
of Benefits Under Certain Circumstances.
If
the
payments and benefits pursuant to Section 11 of this Agreement, either alone
or
together with other payments and benefits Executive has the right to receive
from the Company, would constitute a “parachute payment” under Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”), the payments and
benefits pursuant to Section 11 shall be reduced or revised, in the manner
determined by Executive, by the amount, if any, which is the minimum necessary
to result in no portion of the payments and benefits under Section 11 being
non-deductible to the Company pursuant to Section 280G of the Code and subject
to the excise tax imposed under Section 4999 of the Code. The Company’s
independent public accountants will determine any reduction in the payments
and
benefits to be made pursuant to Section 11; the Company will pay for the
accountant’s opinion. If the Company and/or Executive do not agree with the
accountant’s opinion, the Company will pay to Executive the maximum amount of
payments and benefits pursuant to Section 11, as selected by Executive, that
the
opinion indicates have a high probability of not causing any of the payments
and
benefits to be non-deductible to the Company and subject to the excise tax
imposed under Section 4999 of the Code. The Company may also request, and
Executive has the right to demand that the Company request, a ruling from the
IRS as to whether the disputed payments and benefits pursuant to Section 11
have
such tax consequences. The Company will promptly prepare and file the request
for a ruling from the IRS, but in no event will the Company make this filing
later than thirty (30) days from the date of the accountant’s opinion referred
to above. The request will be subject to Executive’s approval prior to filing;
Executive shall not unreasonably withhold his approval. The Company and
Executive agree to be bound by any ruling received from the IRS and to make
appropriate payments to each other to reflect any IRS rulings, together with
interest at the applicable federal rate provided for in Section 7872(f)(2)
of
the Code. Nothing contained in this Agreement shall result in a reduction of
any
payments or benefits to which Executive may be entitled upon termination of
employment other than pursuant to Section 11 hereof, or a reduction in the
payments and benefits specified in Section 11, below zero.
15.
Injunctive
Relief.
Upon
a
breach or threatened breach of Section 10(g) of this Agreement or the
prohibitions upon disclosure contained in Section 9(c) of this Agreement, the
parties agree that there is no adequate remedy at law for such breach, and
the
Company shall be entitled to injunctive relief restraining Executive from such
breach or threatened breach, but such relief shall not be the exclusive remedy
for a breach of this Agreement. The parties further agree that Executive,
without limitation, may seek injunctive relief to enforce the obligations of
the
Company under this Agreement.
16.
Successors
and Assigns.
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a.
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This
Agreement shall inure to the benefit of and be binding upon any corporate
or other successor of the Company which shall acquire, directly or
indirectly, by merger, consolidation, purchase or otherwise, all
or
substantially all of the assets or stock of the
Company.
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b.
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Since
the Company is contracting for the unique and personal skills of
Executive, Executive shall not assign or delegate his rights or duties
under this Agreement without first obtaining the written consent
of the
Company.
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17.
No
Mitigation.
Executive
shall not be required to mitigate the amount of any payment provided for
in this
Agreement by seeking other employment or otherwise and no such payment shall
be
offset or reduced by the amount of any compensation or benefits provided
to
Executive in any subsequent employment.
18.
Notices.
All
notices, requests, demands and other communications in connection with this
Agreement shall be made in writing and shall be deemed to have been given when
delivered by hand or 48 hours after mailing at any general or branch United
States Post Office, by registered or certified mail, postage prepaid, addressed
to the Company at its principal business office and to Executive at his home
address as maintained in the records of the Company.
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19.
No
Plan Created by this Agreement.
Executive
and the Company expressly declare and agree that this Agreement was negotiated
among them and that no provision or provisions of this Agreement are intended
to, or shall be deemed to, create any plan for purposes of the Employee
Retirement Income Security Act of 1974 (“ERISA”) or any other law or regulation,
and each party expressly waives any right to assert the contrary. Any assertion
in any judicial or administrative filing, hearing, or process that an ERISA
plan
was created by this Agreement shall be deemed a material breach of this
Agreement by the party making the assertion.
20.
Amendments.
No
amendments or additions to this Agreement shall be binding unless made in
writing and signed by all of the parties, except as herein otherwise
specifically provided.
21.
Applicable
Law.
Except
to the extent preempted by federal law, the laws of the State of New Jersey
shall govern this Agreement in all respects, whether as to its validity,
construction, capacity, performance or otherwise.
22.
Severability.
The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any one provision shall not affect the validity or
enforceability of the other provisions of this Agreement.
23.
Headings.
Headings
contained in this Agreement are for convenience of reference only.
24.
Entire
Agreement.
This
Agreement, together with any modifications subsequently agreed to in writing
by
the parties, shall constitute the entire agreement among the parties with
respect to the foregoing subject matter, other than written agreements
applicable to specific plans, programs or arrangements described in Sections
5
and 6.
25.
Source
of Payments.
Notwithstanding any provision in this Agreement to the contrary, to the extent
payments and benefits, as provided for under this Agreement, are paid or
received by Executive under the Employment Agreement in effect between Executive
and the Bank, the payments and benefits paid by the Bank will be subtracted
from
any amount or benefit due simultaneously to Executive under similar provisions
of this Agreement. Payments will be allocated in proportion to the level of
activity and the time expended by Executive on activities related to the Company
and the Bank, respectively, as determined by the Company and the
Bank.
10
IN
WITNESS WHEREOF,
the
parties hereto have executed this Agreement on ____________, 200__.
|
ATTEST:
|
DELANCO
BANCORP, INC.
|
||
|
By:
|
|||
|
Witness
|
For
the Entire Board of
Directors
|
||
|
WITNESS:
|
EXECUTIVE
|
||
|
By:
|
|||
|
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇.
|
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11