EXHIBIT 10.20
TRUST AGREEMENT
(For Use With Existing Deferred Compensation Plans)
THIS AGREEMENT is made as of the 20th day of May,1999 by and between Jafra
---- --------- -----
Cosmetics Int'l Inc. (hereinafter called "Company") and ▇▇▇▇▇▇▇ Trust Company
---------------------
(hereinafter called "Trustee").
WHEREAS, Company has adopted the Jafra Cosmetics Supplemental Savings Plan,
------------------------------------------
dated 10/16/98 (hereinafter called the "Plan");
---------
WHEREAS, Company has incurred or expects to incur liability under the terms
of such Plan with respect to the individuals participating in such Plan;
WHEREAS, Company wishes to restate the trust (hereinafter called "Trust")
originally established on 10/16/98 to appoint ▇▇▇▇▇▇▇ Trust Company as the
--------
successor trustee and to contribute to the Trust assets that shall be held
therein, subject to the claims of Company's creditors in the event of Company's
insolvency, as herein defined, until paid to Plan participants and their
beneficiaries in such manner and at such times as specified in the Plan;
WHEREAS, it is the intention of the parties that this Trust shall
constitute an unfunded arrangement and shall not affect the status of the Plan
as an unfunded plan maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974
(" ERISA"); and
WHEREAS, it is the intention of Company to make contributions to the Trust
to provide a source of funds to assist it in meeting its liabilities under the
Plan;
NOW, THEREFORE, the parties do hereby restate the Trust and agree that the
Trust shall be comprised, held and disposed of as follows:
Section I: Establishment of Trust
(a) Company hereby deposits with Trustee in trust an amount to be
transferred, which shall become the initial principal of the Trust to be held,
administered and disposed of by Trustee as provided in this Trust Agreement.
(b) The Trust hereby established shall be irrevocable.
(c) The principal of the Trust, and any earnings thereon, shall be held
separate and apart from other funds of Company and shall be used exclusively for
the uses and purposes of Plan participants and general creditors of Company as
herein set forth. Plan participants and their beneficiaries shall have no
preferred claim on, or any beneficial ownership interest in, any assets of the
Trust. Any rights created under the Plan and this Trust Agreement shall be mere
unsecured contractual rights of Plan participants and their beneficiaries
against Company. Any assets held by the Trust will be subject to the claims of
Company's general creditors under federal and state law in the event of
insolvency of Company, as defined in Section 3(a) herein.
(d) No later than 30 days following the end of each Plan year, the Company
shall be required to irrevocably deposit cash to the Trust to the extent
required for the Trust to have assets sufficient to pay each Plan participant or
beneficiary the benefits payable pursuant to the terms of the Plan as of the
close of such Plan year.
1
Section 2: Payments to Plan Participants and Their Beneficiaries
(a) The entitlement of a Plan participant or his or her beneficiaries to
benefits under the Plan shall be determined by Company or such party as it shall
designate under the Plan, and any claim for such benefits shall be considered
and reviewed under the procedures set out in the Plan.
(b) Subsequent to the determination pursuant to Section 2(a) hereof,
Company shall direct Trustee to make payments from the Trust to such person and
in such amounts as may be specified in such directions. Trustee shall be fully
protected in relying upon the directions of Company pursuant to this Section
2(b) and shall have no responsibility to ascertain whether such directions
comply with the terms of the Plan or with any applicable law.
(c) All assets in the Trust shall be available to pay benefits to all Plan
participants and their beneficiaries. Trustee shall apply such assets to such
payments, as they become due in accordance with the directions of Company. If
the aggregate amount of benefit payable to all Plan participants and their
beneficiaries on any date exceeds the aggregate amount of assets in the Trust on
such date, the amount of the payment to each such participant and beneficiary
shall be proportionately reduced. Notwithstanding any provision elsewhere
herein to the contrary, Trustee shall not be obligated to make any benefit
payments under the Plan unless, and shall be obligated to make such payments
only to the extent that, there are assets available in the Trust to make such
benefit payments.
(d) Company may make payment of benefits directly to Plan participants or
their beneficiaries as they become due under the terms of the Plan. Company
shall notify Trustee of this decision to make payment of benefits directly prior
to the time amounts are payable to participants or their beneficiaries. In
addition, if the assets of the Trust are not sufficient to make payments of
benefits in accordance with the directions of Company pursuant to Section 2(b),
Company shall make the balance of each such payment as it falls due. Trustee
shall notify Company whenever the assets of the Trust are not sufficient to make
full payment of benefits in accordance with the directions of Company.
(e) As directed by Company, Trustee shall withhold from any payment from
the Trust to a Plan participant (or beneficiary) hereunder the amount required
by law to be so withheld under federal, any state and local wage withholding
requirements or otherwise, and shall pay over to the Company the amount so
withheld. Trustee shall rely on instructions from Company as to any required
withholding and shall be fully protected in relying on such instructions. For
purposes of the preceding sentence a failure by Company to provide any
instruction as to required withholding shall be deemed by Trustee to be an
instruction by Company that no withholding is required.
Section 3: Trustee Responsibility Regarding Payments to Trust
Beneficiary When Company is Insolvent
(a) Trustee shall cease payment of benefits to Plan participants and their
beneficiaries if the Company is insolvent. Company shall be considered
"insolvent" for purposes of this Trust Agreement if (i) Company is unable to pay
its debts as they become due, or (ii) Company is subject to a pending proceeding
as a debtor under the United States Bankruptcy Code.
(b) At all times during the continuance of this Trust, as provided in
Section 1(c) hereof, the principal and income of the Trust shall be subject to
claims of general creditors of Company under federal and state law as set forth
below.
(1) The Board of Directors and the Chief Executive Officer shall have
-----------------------
the duty to inform Trustee in writing of Company's insolvency. If a person
claiming to be a creditor of Company alleges in writing to Trustee that Company
has become insolvent, Trustee shall determine whether Company is insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
Plan participants or their beneficiaries.
2
(2) Unless Trustee has actual knowledge of Company's insolvency, or
has received notice from Company or a person claiming to be a creditor alleging
that Company is insolvent, Trustee shall have no duty to inquire whether Company
is insolvent. Trustee may in all events rely on such evidence concerning
Company's solvency as may be furnished to Trustee and that provides Trustee with
a reasonable basis for making a determination concerning Company's solvency.
(3) If at any time Trustee has determined that Company is insolvent,
Trustee shall discontinue payments to Plan participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of Company's general
creditors; provided, however, Trustee may deduct or continue its fees and
expenses and other expenses of the Trust. Nothing in this Trust Agreement shall
in any way diminish any rights of Plan participants or their beneficiaries to
pursue their rights as general creditors of Company with respect to benefits due
under the Plan or otherwise.
(4) Trustee shall resume the payment of benefits to Plan participants
or their beneficiaries in accordance with Section 2 of this Trust Agreement only
after Trustee has determined that Company is not insolvent (or is no longer
insolvent).
(c) Provided that there are sufficient assets if Trustee discontinues the
payment of benefits from the Trust pursuant to Section 3(b) hereof and
subsequently resumes such payments, the first payment following such
discontinuance shall include the aggregate amount of all payments due to Plan
participants or their beneficiaries under the terms of the Plan for the period
of such discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company in lieu of the payments provided
for hereunder during any such period of discontinuance.
Section 4: Payments to Company
Reserved
Section 5: Investment Authority
(a) Unless Company and Trustee have mutually agreed in a separate writing
that Trustee shall have and exercise investment discretion with respect to all
or a portion of the assets of the Trust, Company shall have complete discretion
with respect to the investment of such assets and shall direct Trustee
accordingly. Subject to the foregoing, Trustee shall have the power:
(i) to invest and reinvest in any property, real, personal or
mixed, wherever situated and whether or not productive of income or consisting
of wasting assets, without being limited to the classes of property in which
trustees are authorized to invest by any law or any rule of court of any state
and without regard to the proportion any such property may bear to the entire
amount of the Trust;
(ii) to retain any property at any time received by Trustee;
(iii) to vote in person or by proxy, or to refrain from voting, in
respect of any securities held by the Trust, and to give general or special
proxies or powers of attorney, with or without power of substitution, and to
exercise any conversion privileges, subscription rights or other options,
consolidations, mergers and similar transactions with respect to such
securities; and generally to exercise any of the powers of an owner with respect
to any property held by the Trust;
(iv) with respect to any investment, to consent or object to or
otherwise request any action or nonaction on the part of any corporation,
association or trust or of the directors, officers, stockholders or trustees of
any such corporation, association or trust;
(v) to settle, compromise or submit to arbitration any claims,
debts or damages due or owing to or from the Trust:
(vi) to deposit any property in any voting trust, or with any
protective, reorganization or similar committee, or with depositories designated
thereby; to delegate power thereto;
3
and to pay or agree to pay part of its expenses and compensation and any
assessments levied with respect to any property so deposited;
(vii) to deposit securities with custodians or securities clearing
corporations or depositories or similar organizations, whether located within
the State of New Hampshire or elsewhere;
(viii) to commence or defend suits or legal proceedings and to
represent the Trust in all suits or legal proceedings in any court or before any
other body or tribunal; provided, however, that Trustee shall have no obligation
to take any legal action for the benefit of the Trust unless it shall be first
indemnified for all expenses in connection therewith, including without
limitation, counsel fees;
(ix) to hold uninvested any monies received by it, without liability
for interest thereon, until such monies shall be invested, reinvested or
disbursed;
(x) to register or cause to be registered any securities or other
property in its name or in the name of any nominee with or without indication of
the capacity in which the securities shall be held, or to hold securities in
bearer form;
(xi) to employ suitable agents and legal counsel, who may be counsel
for Company or Trustee, and, as a part of its reimbursable expenses under this
Trust Agreement, to pay such agent's or counsel's reasonable compensation and
expenses;
(xii) to appoint one or more individuals or corporations as a
custodian of any property and, as a part of its reimbursable expenses under this
Trust Agreement, to pay the reasonable compensation and expenses of any such
custodian;
(xiii) for the purposes of the Trust, to borrow money from others, to
issue its promissory note or notes therefor, and to secure the repayment thereof
by pledging any property held by it;
(xiv) to write or purchase call or put options;
(xv) to enter into commodity contracts and foreign exchange
contracts and to take appropriate actions in connection with such contracts; and
(xvi) generally to do all actions, exclusive of acts involving
investment management discretion, which Trustee may deem necessary or desirable
for the protection of the Trust;
provided, however, that, unless otherwise mutually agreed to in a separate
writing between Company and Trustee, the powers specified in subparagraphs (i)
through (vi) and (xiii) through (xv) above shall be exercised by Trustee only
upon the specific direction of Company, and Trustee shall not incur any
liability for acting in accordance with such directions or for failing to act in
the absence of such directions.
(b) Wherever used in this Trust Agreement, the term "securities" shall
include bonds, mortgages, notes, obligations, warrants and stocks of any class,
certificates of participation or shares of any mutual investment company, trust
or fund (including, without limitation, any mutual investment company, trust or
fund sponsored, managed or maintained by Trustee or any affiliate of Trustee),
and such other evidences of indebtedness and certificates of interest as are
usually referred to by the term "securities," and the term "property" shall
include real, personal and mixed property, tangible or intangible, of any kind
and wherever located, including without limitation, securities, depository
accounts in any bank, trust company or similar financial institution (including
depository accounts in the banking department of Trustee or an affiliate of
Trustee or any custodian or an affiliate of any custodian).
(c) In order to permit Company to make timely and informed decisions
regarding the management of the assets in the Trust, Trustee shall forward to
Company for appropriate action any and all proxies, proxy statements, notices,
requests, advice or other communications received by Trustee (or its nominee) as
the record owner of such assets.
4
(d) Notwithstanding any provision to the contrary elsewhere herein,
Company shall have the right, at any time and from time to time, in its sole
discretion to substitute assets of equal fair market value for any asset held by
the Trust.
Section 6: Disposition of Income
During the term of this Trust, all income received by the Trust, net of
expenses and taxes (to the extent not paid by the Company), shall be accumulated
and reinvested.
Section 7: Accounting by Trustee
(a) Trustee shall keep accurate and detailed records of all investments,
receipts, disbursements, and all other transactions required to be made,
including such specific records as shall be agreed upon in writing between
Company and Trustee. Within 30 days following the close of each calendar year
and within 60 days after the removal or resignation of Trustee, Trustee shall
deliver to Company a written account of its administration of the Trust during
such year or during the period from the close of the last preceding year to the
date of such removal or resignation, setting forth such information as is
mutually agreed upon by Company and Trustee. Upon the expiration of 90 days
from the date of filing such annual or other account, Trustee shall be forever
released and discharged from all liability and accountability to anyone with
respect to the propriety of all acts and transactions shown in such account,
except with respect to any such acts or transactions as to which Company shall
within such 90 day period file with Trustee written objections.
(b) Notwithstanding the foregoing Section 7(a), Trustee shall have the
right to apply at any time to a court of competent jurisdiction for the judicial
settlement of Trustee's account, and in any such case it shall be necessary to
join as parties thereto only Trustee and Company; and any judgment or decree
which may be entered therein shall be conclusive upon all persons having or
claiming to have any interest in the Trust or under a Plan.
Section 8: Responsibility of Trustee
(a) Trustee shall act with the care, skill, prudence and diligence under
the circumstances then prevailing that a prudent person acting in like capacity
and familiar with such matters would use in the conduct of an enterprise of a
like character and with like aims, provided, however, that Trustee shall incur
no liability to any person (i) for any action taken pursuant to a direction,
request or approval given by Company which is contemplated by the terms of this
Trust Agreement and is given in writing by Company or (ii) for any failure to
take any action in the absence of such a direction, request or approval. The
duties of Trustee shall only be those specifically undertaken pursuant to this
Trust Agreement. In the event of a dispute between Company or Company and a
party, Trustee may apply to a court of competent jurisdiction to resolve the
dispute.
(b) Trustee may consult with legal counsel (who may also be counsel for
Company generally) with respect to any of its duties or obligations hereunder,
and shall be fully protected in acting or refraining from acting in accordance
with the advice of such counsel.
(c) Trustee shall have, without exclusion, all powers conferred on
trustees by applicable law, unless expressly provided otherwise herein,
provided, however, that if an insurance policy is held as an asset of the Trust,
Trustee shall have no power to name a beneficiary of the policy other than the
Trust, to assign the policy (as distinct from conversion of the policy to a
different form) other than to a successor trustee, or to loan to any person the
proceeds of any borrowing against such policy.
(d) Trustee shall hold, manage, invest and otherwise administer the Trust
pursuant to the terms of this Trust Agreement. Trustee shall be responsible
only for contributions actually received by it hereunder. The amount of each
contribution made by Company to the Trust shall be determined in the sole
discretion of Company, and Trustee shall have no duty or responsibility with
respect thereto. Trustee shall
5
not have any authority or obligation to determine the adequacy of or to enforce
the collection from the Company of any contribution to the Trust. Except as
otherwise specifically agreed to by Trustee, Trustee shall not be responsible
for the administration of the Plan.
(e) The Trustee may hire agents, accountants, actuaries, investment
advisors, financial consultants or other professionals to assist it in
performing any of its duties or obligations hereunder.
(f) Company hereby agrees to indemnify and hold harmless Trustee from and
against any and all losses, costs, damages, claims or expenses, including
without limitation, reasonable attorneys' fees and expenses, which Trustee may
incur or pay out in connection with, or otherwise arising out of, the
performance by Trustee of its duties hereunder. Any amount payable to Trustee
under Section 9 or this Section 8(f) and not previously paid by Company pursuant
to this Trust Agreement shall be paid by Company promptly upon demand therefor
by Trustee or, if Trustee so chooses in its sole discretion from the Trust. In
the event that payment is made hereunder to Trustee from the Trust, Trustee
shall promptly notify Company in writing of the amount of such payment. Company
agrees that, upon receipt of such notice, it will deliver to Trustee to be held
in the Trust an amount in cash (or marketable securities having a fair market
value equal to such amount, or some combination thereof) equal to any payments
made from the Trust to Trustee pursuant to Section 9 or this Section 8(f). The
failure of Company to transfer any such amount shall not in any way impair
Trustee's right to indemnification, reimbursement and payment pursuant to
Section 9 or this Section 8(f).
(g) Notwithstanding any powers granted to Trustee pursuant to this Trust
Agreement or to applicable law, Trustee shall not have any power that could give
this Trust the objective of carrying on a business and dividing the gains
therefrom, within the meaning of section 301.7701-2 of the Procedure and
Administrative Regulations promulgated pursuant to the Internal Revenue Code.
Section 9: Compensation and Expenses of Trustee
Company shall pay all administrative and Trustee's fees and expenses. If
not so paid, the fees and expenses shall be paid from the Trust.
Section 10: Resignation and Removal of Trustee
(a) Trustee may resign at any time by written notice to Company, which
resignation shall be effective 30 days after receipt of such notice unless
Company and Trustee agree otherwise. Trustee may be removed at any time by
Company upon written notice from Company to Trustee, which removal shall be
effective 30 days after receipt of such notice unless Company and Trustee agree
otherwise.
(b) Upon a Change of Control, as defined herein, the Trustee may not be
removed by the Company for one year.
(c) Upon resignation or removal of Trustee and appointment of a successor
trustee, all assets shall subsequently be transferred to the successor trustee.
The transfer shall be completed within 60 days after receipt of notice of
resignation, removal or transfer, unless Company extends the time limit.
(d) If Trustee resigns or is removed, a successor shall be appointed, in
accordance with Section 11 hereof, by the effective date of resignation or
removal under paragraph (c) of this section. If no such appointment has been
made, Trustee may apply to a court of competent jurisdiction for appointment of
a successor or for instructions. All expenses of Trustee in connection with the
proceeding shall be allowed as administrative expenses of the Trust.
Section 11: Appointment of Successor
(a) If Trustee resigns or is removed in accordance with Section 10(a)
hereof, Company may appoint any third party, such as a bank trust department or
other party that may be granted corporate trustee
6
powers under the state law, as a successor to replace Trustee upon resignation
or removal. The appointment shall be effective when accepted in writing by the
new trustee who shall have all of the rights and powers of the former trustee,
including ownership rights in the Trust assets. The former trustee shall execute
any instrument necessary or reasonably requested by Company or the successor
trustee to evidence the transfer.
(b) The successor trustee need not examine the records and acts of any
prior trustee and may retain or dispose of existing Trust assets, subject to
Sections 7 and 8 hereof. The successor trustee shall not be responsible for and
the Company shall indemnify and defend the successor trustee from any claim or
liability resulting from any action or inaction of any prior trustee or from any
other past event, or any condition existing at the time it becomes successor
trustee.
Section 12: Amendment or Termination
(a) This Trust may be amended by a written instrument executed by Trustee
and Company. Notwithstanding the foregoing, no such amendment shall conflict
with the terms of the Plan or shall make the Trust revocable.
(b) The Trust shall not terminate until the earlier of (i) the date on
which Plan participants and their beneficiaries are no longer entitled to
benefits pursuant to the terms of the Plan or (ii) the first date on which the
Trust has no assets. Upon termination of the Trust any assets remaining in the
Trust shall be returned to the Company. Trustee shall be entitled to rely upon
a certification by Company that all benefits payable under the Plans have been
paid in full.
(c) Notwithstanding the foregoing the Trust shall terminate in any event
upon the expiration of 21 years after the death of the last survivor of the
group of persons consisting of all employees of Company who are living on the
date of execution of this Trust Agreement.
Section 13: Miscellaneous
(a) Any provisions of this Trust Agreement prohibited by law shall be
ineffective to the extent of any such prohibition, without invalidating the
remaining provisions hereof.
(b) Benefits payable to Plan participants and their beneficiaries under
this Trust Agreement may not be anticipated, assigned (either at law or in
equity), alienated, pledged, encumbered or subjected to attachment, garnishment,
levy execution or other legal or equitable process.
(c) This Trust Agreement shall be governed by and construed in accordance
with the laws of the State of New Hampshire.
(d) For purposes of this Trust, a "Change of Control" will be deemed to
occur (i) upon any Person becoming an Acquiring Person if the Board of Directors
has not recommended that stockholders of the Company tender or otherwise sell
their common stock to such Acquiring Person; (ii) upon the approval by the
stockholders of the Company of a reorganization, merger or consolidation, in
each case, with respect to which persons who were stockholders of the Company
immediately prior to such reorganization, merger or consolidation, do not,
immediately thereafter, own more than 50 percent of the combined voting power
entitled to vote generally in the election of directors of the reorganized,
consolidated or merged Company's then outstanding securities; or (iii) upon a
liquidation or dissolution of the Company or the sale of all or substantially
all of the Company's assets. An "Acquiring Person" is any Person, who or which,
together with all Affiliates and Associates of such Person, is the Beneficial
Owner of shares of common stock of the Company constituting more than 20 percent
of the common stock then outstanding. "Affiliate" and "Associate" shall have
the meaning ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Securities Exchange Act of 1934 (the "Act"). "Beneficial
Owner" will have the meaning ascribed to such term in Rule 13d-3 of the Act.
"Person" shall mean any individual, firm,
7
corporation or other entity, and will include any "group" as that term is used
in Rule 13d-5(b) of the Act. "Board of Directors" will mean the Board of
Directors of the Company.
(e) Company shall maintain and furnish Trustee with such reports,
documents and information as shall be required by Trustee to perform its duties
and discharge its responsibilities under this Trust Agreement, including without
limitation a certified copy of the Plan and any and all amendments thereto.
Trustee shall be entitled to rely on the most recent reports, documents and
information furnished to it by Company.
(f) After the execution of this Trust Agreement, Company shall promptly
file with Trustee a list of the names and specimen signatures of the officers of
the Company and any delegee authorized to act for it. Company shall promptly
notify Trustee of the addition or deletion of any person's name to or from such
list, respectively. Until receipt by Trustee of notice that any person is no
longer authorized so to act, Trustee may continue to rely on the authority of
the person. All certifications, notices and directions by any such person or
persons to Trustee shall be in writing (which may include facsimile or other
similar electronic transmissions) signed by such person or persons. Trustee may
rely on any certification notice or direction of Company that Trustee believes
to have been signed by an authorized officer or other delegee of Company.
Trustee shall have no responsibility for acting or not acting in reliance upon
any notification believed by Trustee to have been so signed by a duly authorized
officer or other delegee of Company. If at any time there is no person
authorized to act under this Agreement on behalf of Company, the Board of
Directors of Company (or if the Board has ceased to exist, the individuals who
last served as Directors) shall have the authority to act hereunder.
(g) Company represents and agrees that the Trust established under this
Trust Agreement does not fund and is not intended to fund the Plan or any other
employee benefit plan or program of Company. Such Trust is and is intended to
be a depository arrangement with Trustee for the setting aside of cash and other
assets of Company as and when it so determines in its sole discretion for the
meeting of part or all of its future benefit payment obligations to the Plan
participants and their beneficiaries. Contributions by Company to the Trust
shall be in amounts determined solely by Company. Company shall make its
contributions to Trust in accordance with appropriate corporate action and
Trustee shall have no responsibility with respect thereto, except to add such
contributions to Trust.
(h) Company further represents that the Plan is either an unfunded
deferred compensation arrangement for a select group of highly-compensated and
management employees, an excess benefit plan within the meaning of Section 3(36)
of ERISA or a plan not covering any employees, and as the Plan is exempt from
the application of ERISA, except for the limited disclosure requirements
applicable to such plans (other than excess benefit and non-employee plans) for
which Company bears full responsibility as to compliance with any disclosure
requirements under ERISA. Company further represents that the Plan is not
qualified under Section 401 of the Code, and therefore that the Plan is not
subject to any of the Code requirements applicable to tax-qualified plans.
(i) Plan participants and their beneficiaries shall have the rights under
this Trust Agreement of unsecured general creditors of Company and shall not
have any preferred claim on, or any beneficial ownership interest in, the Trust
prior to the time amounts in the Trust are paid to such Plan participants or
beneficiaries as benefits under Section 2 hereof.
Section 14. Effective Date
The effective date of this Trust Agreement shall be 5/20/99.
--------
IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to
be duly executed and their respective corporate seals to be hereto affixed this
20th day of May,1999.
---- ---------
8
Jafra Cosmetics Int'l Inc.
-----------------------------------------
(Company)
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Title: Director of Human Resources
▇▇▇▇▇▇▇ TRUST COMPANY
-----------------------------------------
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------------
Title: Vice President
9