Employment Agreement - Ask Jeeves Internet Ltd. and A. Cox
[Letterhead of Ask Jeeves Internet Limited]
27th October 2003
Mr. A Cox
[address]
Dear Adrian,
This letter sets out your terms of employment with Ask Jeeves Internet Limited
(the Company) which shall take effect on the date of your signature of this
agreement. It also constitutes the statement of terms and conditions of your
employment required to be given to you by law.
AGREED TERMS
1. ROLE
1.1 Your position will be CEO of the Company reporting to the President of
Ask Jeeves Inc or such other senior executive as he may appoint from
time to time ("your manager"). Your place of work is London. However
you may from time to time be required to work elsewhere within the UK
and Eire as the Company may reasonably require.
1.2 Your employment will be on a full-time basis, and not be employed or
engaged or interested in any other company while employed save that it
is acceptable to have shares in any quoted company not exceeding 3% of
such company ("a minor shareholding"). You will be required to work
37.5 hours per week and such additional hours that may reasonably be
required for the proper performance of your duties, without additional
remuneration.
1.3 In addition to your responsibilities as CEO you may be required to
carry out additional tasks at the request of Ask Jeeves Inc ("AJlnc").
1.4 Your employment commenced on 4 March 2000. No previous employment
counts towards your period of continuous employment with the Company.
1.5 You are entitled to receive twelve months' written notice of
termination. You are obliged to give six months written notice of
termination. In cases of gross misconduct or other fundamental breach
of contract by you, your employment may be terminated summarily
without notice or pay in lieu.
2. COMPENSATION
2.1 You shall be paid a salary at the rate of L175,000 per annum, payable
monthly in arrears. Monthly salaries are paid normally on or before
the last day of the month by direct bank transfer. Reviews will be
merit related and on an annual basis from the start date. There is no
contractual right to a salary review, or, where there is a review, for
the salary to be increased.
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2.2 You will be entitled to be considered for the grant of share options
in AJlnc at the discretion of AJInc subject to the rules of the share
option scheme from time to time in force. Details will be made
available upon allocation.
2.3 In addition to your basic salary you will take part in a bonus
programme. Your bonus is discretionary and is dependant on both
Company performance and personal objectives and will allow you to earn
up to a further 40% of the basic salary referred to at clause 2.1
above, with the possibility of a further 40% of basic salary being
payable in certain circumstances. The basis of the bonus payment
criteria will be 50% AJUK, 25% AJlnc and 25% personal. Details of your
bonus scheme and the measurement/performance criteria will be agreed
with your manager in writing. The payment of a bonus in any Quarter or
year shall give no entitlement, whether express or implied, to the
payment of a bonus in any subsequent Quarter or year. No bonus will be
payable if, at the bonus payment date, you are no longer employed by
the Company or if the Company has placed you on garden leave pursuant
to clause 8 below. You are not entitled to any payment in respect of
bonus in any pay in lieu of notice. However you will be eligible for
consideration of a pro-rated payment for the period of the bonus
period actually worked by you unless you shall be dismissed by the
Company for a material breach of contract.
2.4 The Company will provide private health care for you, your spouse and
dependents additionally you will be provided with a death in service
benefit of four times salary and critical illness cover of two times
salary, in all cases subject to the rules of the relevant schemes and
the insurance cover obtained by the Company from time to time. The
death in service element will have a top up element within an
unapproved scheme. The provision by the Company of private medical
cover or critical illness benefits shall not affect the Company's
ability to terminate your employment.
2.5 The Company shall pay you sick pay at the rate of your normal salary
and benefits for the first three months of any sick leave period and
at half such rate for the next three months in any 12 month period.
Thereafter you shall not be entitled to any further payment save as
may be payable under the Company's critical illness scheme.
3. DEDUCTION FROM WAGES
You hereby consent to the deduction from any sum otherwise payable to
you by reason of your employment with the Company (or its termination)
the value of any claim of whatever nature and in whatever capacity
that the Company may bona fide have against you, including but not
limited to:
(a) overpayment of wages;
(b) overpayment in respect of expenses incurred by you in
carrying out your duties;
(c) travel loans which the Company may from time to time make to
you;
(d) advances on wages which the Company may from time to time
make to you; or
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(e) upon termination of employment, payment in respect of any
holiday taken in excess of accrued entitlement as at the
date of termination of employment.
4. HOLIDAYS
You will be entitled to 25 days holiday days per calendar year, to be
taken at times agreed in advance by your Manager in addition to public
holidays. Holidays may not be carried forward from one holiday year,
which runs from January to December, to the next without prior written
approval of your manager and holidays not taken will not be paid in
lieu, other than upon termination of employment.
5. PENSION
During each year of your employment, the Company will pay a total of
12% of your basic salary (subject to the maximum tax free amount
permitted by the Inland Revenue from time to time) payable pursuant to
clause 2.1 above, in twelve equal monthly instalments and in arrears
on the last working day of each month into an Inland Revenue approved
pension scheme nominated by you.
6. TERMINATION
6.1 The Company, if it decides to terminate your employment, will give
twelve months notice or will pay you in lieu of notice in the agreed
sum of L175,000 (or your annual basic salary, if higher) representing
twelve months pay in lieu of notice, or pro rata where the Company
gives less than twelve months notice and pays the balance in lieu,
subject to and conditional upon you not bringing any legal proceedings
concerning any contractual and statutory claims against the Company
and the Group (other than in respect of accrued pension rights or
personal injury claims). Should you bring any such proceedings then
you hereby agree that the payment shall be repayable forthwith. There
is no duty to mitigate on the employee. The Company shall also have
the right to pay you in lieu of notice in the event that you give
notice to terminate your employment.
6.2 The Company may, following six months' consecutive illness or 130
working days' illness in any period of 12 months, terminate your
employment, in which event the Company shall pay three months basic
pay as compensation for loss of employment. The notice provisions
under 6.1 shall not apply in these circumstances.
6.3 The Company shall have the right to terminate your employment
forthwith by summary notice (and without any payment in lieu of
notice) if you:
(a) are guilty of gross misconduct, negligence or default in the
discharge of your duties or commit any serious breach or any
repeated or continued (after warning) material breach of any
of your obligations hereunder; or
(b) are guilty of conduct tending to bring yourself or the
Company into disrepute; or
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(c) are convicted of any criminal offence resulting in a term of
imprisonment or involving dishonesty or serious misconduct
whether in the performance of your duties or otherwise which
in the opinion of the Company renders you unfit to continue
as an employee of the Company or which could be likely to
adversely prejudice the reputation or interests of the
Company;
(d) breach any of the provisions of the Company's Human
Resources Guide and in particular your attention is drawn to
the Company's policies regarding e-mail use and sexual
harassment;
(e) are disqualified as a director in relation to any company;
(f) are guilty of any breach of the requirements of the
regulatory authorities in England and Wales, Eire or the
United States of America or any other country.
6.4 If the Company has reason to suspect that one or more of the events
set out above has or have occurred the Company may suspend you on such
terms as the Company considers fit pending further investigations.
7. CONSEQUENCES of TERMINATION
Upon the termination of your employment for any reason, you will:
(a) resign from all offices held by you in the Company and sign
all documentation appropriate to effect such resignations;
and
(b) give back to the Company all property (including for
example, records or other papers) or other items which
relate in any way to the business or affairs of the company.
In the event of your failure to resign and/or signature of
documentation do so the Company is hereby irrevocably authorised to
appoint some person in your name and on your behalf to execute any
documents and to do all things requisite to give effect to such
resignations.
8. GARDEN LEAVE
If written notice is given by you or by the Company to you to
terminate your employment, the Company may notwithstanding any of the
terms of this agreement and for a period not exceeding six months
during your notice period:
(a) require you to continue to perform such duties as the
Company may direct;
(b) require you to perform no duties and exclude you from any
premises of the Company;
(c) resign in accordance from all offices and appointments you
hold in the Company;
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(d) deliver up to the Company all property belonging to the
Company;
(e) announce to employees, suppliers, and customers that you
have been given notice of termination or have resigned (as
the case may be); or
(f) instruct you not to communicate orally or in writing with
suppliers, customers, employees, agents or representatives
of the Company until your employment has terminated
and in each case the Company will continue to pay you salary and
provide all other benefits arising under this Agreement during the
period of notice. During this period of you agree that you will
continue to owe to the Company the implied duties of good faith,
loyalty and fidelity and that you will not, without the prior written
consent of the Company, directly or indirectly, whether alone or in
conjunction with or on behalf of any other person and whether as a
principal, shareholder, director, employee, agent, consultant or
otherwise, perform any duties for or provide any services to any other
person, firm or Company, whether paid or unpaid.
9. WORKING TIME REGULATIONS 1998
48 Hour Waiver/Opt Out
To provide for flexibility you are able to agree to work more than an
average of 48 hours per week. Due to the nature of the work you do, it
is the Company's view that you may be required to work more than an
average of 48 hours per week in each 7 day period averaged over the
duration of this contract or agreed reference period. In signing this
contract you are giving your consent to agree to this waiver of the 48
hour average maximum.
You have an absolute right to withdraw this consent at any time by
giving 12 weeks written notice to the Company.
Details of the Working Time Regulations 1998 can be found in the Human
Resources Guide, and if you would like to see a copy of the Working
Time Regulations 1998, document no. 1833, a copy is available from the
Human Resources Department.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 For the purposes of this clause, the following terms shall have the
following meanings:
"INTELLECTUAL PROPERTY RIGHTS" means patents, trade marks, service
marks, registered designs, in each case whether registered or
unregistered including any applications for any of the foregoing,
trade and business names, copyright, goodwill, rights in designs,
databases, inventions, confidential information, know-how, rights
under licences, consents, orders, statute or otherwise howsoever in
relation to any such rights and rights of the same or similar effect
or nature arising or subsisting in any part of the world.
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"WORK" means anything created by you in the course of your employment
(whether or not during working hours), solely or in connection with
others, including, without limitation, any invention, design,
development, method of manufacture or discovery.
10.2 You agree and acknowledge that because of the nature of your duties
and responsibilities arising from your employment, you are under a
special obligation to further the interests of the business of the
Company. Consequently, all Intellectual Property Rights in any and all
Works shall belong to the Company.
10.3 You assign to the Company with full title guarantee (by way of present
assignment of future rights) all Intellectual Property rights in any
and all Works throughout the world for the full term of protection of
those Intellectual Property Rights together with all extensions,
revisions, reversions, revivals and renewals and all rights of action
related to such Intellectual Property Rights in the Works including
the right to institute and maintain proceedings and the right to sue
for past infringements of the Intellectual Property Rights in any and
all Works. You agree to disclose promptly in writing to the Company
all details of any such Intellectual Property Rights.
10.4 You waive irrevocably and unconditionally, on behalf of yourself, your
successors in title and your personal representatives, any and all
moral rights in any and all Works which exist in any part of the world
(including, without limitation, any rights conferred on you by Section
77-85 of the Copyright Designs and Patents Act 1988).
10.5 Notwithstanding the provisions of Clause 10.4, you agree, at the
Company's request, to exercise during your employment by the Company,
or at any time after the termination of your employment, any moral
rights in any and all Works that you have or may have (pursuant to
Sections 77-85 of the Copyright Designs and Patents Act 1988 or
otherwise) against any third party in such manner as the Company shall
reasonably request and in accordance with the Company' directions, and
you agree not to exercise such moral rights other than in accordance
with this paragraph.
10.6 You agree you will execute such deeds and documents and do such other
acts and things as may be necessary or desirable in the opinion of the
Company to substantiate, protect and/or maintain the Intellectual
Property Rights in any and all Works including, without limitation, in
order to give effect to the terms of this Agreement and to vest the
Intellectual Property Rights in any and all Works in the Company. You
acknowledge that, except as provided for by law, no further
remuneration or compensation other than that provided for under your
contract of employment is or may become due to you in respect of the
performance of your obligations under this agreement. The assignment
of any and all Intellectual Property Rights in any and all Works
contained in Clause 10.3 shall not be affected by reason of the
termination of your contract of employment:
10.7 Decisions as to the substantiation, protection and/or maintenance of
any Intellectual Property Rights in any and all Works shall be at the
sole discretion (without obligation) of the Company and you agree that
you shall have no claim or other right of action
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against the Company should it decide not to substantiate, protect or
maintain any of such Intellectual Property Rights in any of the Works.
10.8 You appoint the Company to be your attorney in your name and on your
behalf to execute, sign and do all such deeds, instruments or things
and generally to use your name for the purposes of giving to the
Company or its nominees the full benefits of rights conferred under
this Clause.
10.9 You agree to offer to the Company on arms length terms to be agreed
with the Company and to give the Company a reasonable opportunity to
acquire any and all Intellectual Property rights in any and all Works
which do not vest in the Company pursuant to this Agreement and, in
the absence of agreement, such terms shall be determined by an
arbitrator appointed by agreement between the Company and you (or in
the absence of agreement by the auditors of the Company) whose costs
shall become equally by you and the Company.
10.10 You warrant, represent and agree that:
10.10.1 The Intellectual Property Rights in any and all Works are or will be
original have not been copied, wholly or substantially, and do not and
shall not violate or infringe any Intellectual Property Rights
belonging to any person;
10.10.2 You are free and entitled to assign to the Company the Intellectual
Property Rights in any and all Works and that you are not under any
disability, restriction or prohibition which would or might prevent
you from performing or observing any of your obligations under this
Clause; and
10.10.3 you have not entered into and shall not enter into any arrangement
which conflicts or may conflict with this Clause and have not
assigned, granted or licensed to any third party or charged or
encumbered in any way any rights in the Intellectual Property Rights
in any and all Works and are the sole absolute unencumbered legal and
beneficial owner of the Intellectual Property Rights in any and all
Works and you are and shall be the sole author and creator of the
Intellectual Property Rights in any and all Works.
10.11 You hereby indemnify the Company and undertake to keep the Company at
all times fully and completely indemnified of, from and against all or
any actions, proceedings, claims, demands, costs (including without
prejudice to the generality of this provision legal costs of the
Company on a full indemnity basis) expenses liability loss, awards and
damages of any kind howsoever arising which the Company may directly
or indirectly incur or suffer as a result of or which arise directly
or indirectly out of any breach or non-performance by you of any of
your undertakings, warranties, representations or obligations
contained in this Clause or implied by law or otherwise.
11. INFORMATION POLICY
11.1 It is the Company's policy to only collect and retain information that
is necessary for the Group to conduct its business, to respect the
privacy of individuals and to ensure
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that any data held is secure, giving access only to those who have a
lawful right to access.
11.2 You undertake to notify the Company's nominated Network Manager should
you wish to store on a computer system, any information about
individuals, which you obtain during your employment or engagement
with the Company. This applies to any data stored on either your
office PC or your own personal workstation at home.
11.3 It is your responsibility to ensure that this obligation is observed
by all persons reporting directly to you.
12. COMPUTER & SOFTWARE PIRACY
12.1 It is illegal to make copies of any copyrighted software unless
licensed to do so and is also prohibited by the Company. As such, if
you knowingly make a copy of such software you shall be in breach of
your contractual obligations and thus subject to the Company
Disciplinary Procedure. It should also be noted that under UK
copyright law, anyone involved in the illegal reproduction of software
can be subject to civil damages and penalties including fines and
imprisonment.
12.2 Due to the inherent risk of software viruses, personal software may
not be run on Company hardware without the express permission of the
IT department.
13. CONFIDENTIALITY
13.1 COMPANY INFORMATION. You agree at all times during the term of your
employment relationship with the Company and thereafter, to hold in
strictest confidence, and not to use, except for the benefit of the
Company, or to disclose to any person, firm, corporation or other
entity without written authorization of the Board of Directors of the
Company, any Confidential Information of the Company which you obtain
or create. You further agree not to make copies of such Confidential
Information of the Company which you obtain or create. You further
agree not to make copies of such Confidential Information except as
authorized by the Company. You understand that "Confidential
Information" means any Company proprietary information, technical
data, trade secrets or know--how, including, but not limited to,
information about or relating to research, product plans, products,
services, suppliers, customer lists and customers (including, but not
limited to, customers. of the Company with whom you have dealt or with
or whom you became acquainted during your employment with the
Company), prices and costs, markets, software, developments,
inventions, laboratory notebooks, processes, formulas, technology,
designs, drawings, engineering, hardware configuration information,
marketing, licenses, finances, budgets or other business information
disclosed to you by the Company either directly or indirectly in
writing, orally or by drawings or observations of parts or equipment
or created by you during the period of your employment with the
Company, whether or not during working hours. The restrictions
contained in this clause shall not apply to (a) any disclosure or use
authorized by the Company or required in the ordinary and proper
course of your
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employment with the Company or as required by a Court or Tribunal of
competent jurisdiction or as required by an appropriate regulatory
authority; or (b) any information which you can demonstrate was known
to you prior to the commencement of your employment with the Company
or which is in the public domain other than as the result of a breach
of this clause.
13.2 FORMER EMPLOYER INFORMATION. You represent that your performance of
all terms of this Agreement as an employee of the Company has not
breached and will not breach any agreement to keep in confidence
proprietary information, knowledge or data acquired by you in
confidence or trust prior or subsequent to the commencement of your
employment with the Company, and you will not disclose to the Company,
or induce the Company to use, any inventions, confidential or
proprietary information or material belonging to any previous employer
or any other party.
13.3 THIRD PARTY INFORMATION.
(a) You recognize that the Company has received and in the
future will receive confidential or proprietary Information
from third parties subject to a duty on the Company's part
to maintain the confidentiality of such information and to
use it only for certain limited purposes.
(b) You also agree to hold all such confidential or proprietary
information in the strictest confidence and not to disclose
it to any person, firm or corporation or to use it except as
necessary in carrying out your work for the Company
consistent with the Company's agreement with such third
party.
14. PROTECTION OF COMPANY'S INTERESTS
14.1 For the purposes of this Agreement.
(a) "RELEVANT CUSTOMER" means any person, firm, Company or
organization who or which at any time during the Relevant
Period is or was:
(i) negotiating with the Company or a Relevant Group
Company for the sale or supply of Relevant
Products or Services; or
(ii) a client or customer of the Company or any
Relevant Group Company for the sale or supply of
Relevant Products or Services; or
(iii) in the habit of dealing with the Company or any
Relevant Group Company for the sale or supply of
Relevant Products or Services
and in each case with whom or which you were directly concerned or
connected [or of whom or which you had personal knowledge during the
Relevant Period in the course of his employment hereunder;
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(b) "RELEVANT GROUP COMPANY" means any Group Company (other than
the Company) for which you have performed services under
this Agreement or for which you have had operational or
management responsibility or of which you have been a
director at any time during the Relevant Period;
(c) "RELEVANT PERIOD" means the period of 12 months immediately
before the Termination Date;
(d) "RELEVANT PRODUCTS OR SERVICES" and products or services
which are of the same kind as or of a materially similar
kind to or competitive with any products or services sold or
supplied by the Company or any Relevant Group Company within
the Relevant Period and with which sale or supply you were
directly concerned or connected or of which you had personal
knowledge during the Relevant Period in the course of your
employment hereunder;
(e) "RELEVANT COUNTRY" means England, Wales, Scotland, Northern
Ireland Eire or any other country, excluding the United
States of America, where you have performed services under
this Agreement in the Relevant Period;
(f) "RESTRICTED PERSON" shall mean any person who, at any time
in the period of 12 months prior to the termination of your
employment with the Company, has been employed by the
Company or who is a consultant/contractor to the Company and
m either case works in a senior executive or senior
technical or senior advisory capacity for the Company and
who was known to or worked with you during that period;
(g) "TERMINATION DATE" means the date on which you employment
under this Agreement terminates.
14.2 You shall not during your employment or for a period of 12 months
after the termination o your employment either personally or by an
agent and either on your own account or for or in association with any
other person directly or indirectly:
(a) solicit or endeavor to entice away from the Company any
Restricted Person induce any Restricted Person to breach
their contract of employment or encourage a Restricted
Person to resign; or
(b) offer employment to, or otherwise engage or use the services
of any Restricted Person.
14.3 You shall not, either personally or by an agent and either on your own
account or for or in association with any other person directly or
indirectly:
(a) for a period of 12 months from the date of termination of
your employment, so as to compete. with the Company or any
Releyant Group Company canvass, solicit or approach or cause
to be canvassed, solicited or approached any Relevant
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Customer for the sale or supply of Relevant Products or
Services or endeavor to do so; or
(b) for a period of 6 months from the Termination Date so as to
compete with the Company or any Relevant Group Company deal
or contract with any Relevant Customer in relation to the
sale or supply of any Relevant Products or Services, or
endeavor to do so;
(c) for a period of 6 months from the Termination Date in any
capacity whatsoever and whether as employee, consultant,
director, or shareholder (other than a minor shareholding)
or otherwise carry on any business or engage in any activity
in competition with the Relevant Products or Services of the
Company or any relevant Group Company in any Relevant
Country.
14.4 Whilst the restrictions in this Clause 14 (on which you have had an
opportunity to take independent advice as you hereby acknowledge) are
regarded by the parties as fair and reasonable, it is hereby declared
that each of the restrictions in this Clause 14 is intended to be
separate and severable. If any restriction if held to be unreasonably
wide but would be valid if part of the wording (including in
particular but without limitation the defined expressions referred to
in Clause 14.1) were deleted, such restriction will apply with so much
of the wording deleted as may be necessary to make it valid.
14.5 Each of the restrictions set out above is a separate restriction and
shall be construed as and enforceable as a separate restriction.
14.6 The parties agree that the periods referred to in clauses 14.2 sand
14.3 above will be reduced by one day for every day during which at
the Company's direction and pursuant to Clause 8 you have been
excluded from the Company's premises and/or have not carried out any
duties or have carried out duties other than your normal duties.
14.7 If you apply for or are offered a new employment, appointment or
engagement, before entering into any related contract, you agree that
you will bring the teams of this Clause 14 and Clauses 10 and 13 to
the attention of a third party proposing directly or indirectly to
employ, appoint or engage you.
15. COLLECTIVE AGREEMENTS
In accordance with the Company's legal requirements, we confirm that
no collective agreement is in force governing the terms of your
employment.
16. CHANGES TO YOUR EMPLOYMENT TERMS
The Company reserves the right to make reasonable changes to any of
your terms and conditions of employment. Minor changes will be
notified in writing to you by way of general notice or otherwise, at
the earliest opportunity and, in any event, not later than one month
after the change. You will be given one month's notice of any
significant changes by an individual written statement. You will be
deemed to agree to significant
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change by acceptance of salary on the next payment date unless any
objection is made in writing.
17. ASSIGNMENT
The Company shall have the right to assign this Agreement to any
associated Company of the Company.
18. PREVIOUS CONTRACTS
This Agreement will be in substitution for any other Agreement(s)
between us still in force, all of which shall be deemed to have
terminated by mutual consent save that the Human Resources Guide shall
apply to your employment and shall be incorporated herein. In the case
of any conflict, this letter shall take precedence.
2019. CIPLINARY AND GRIEVANCE PROCEDURES
These are set out in the Human Resources Guide.
2021. LAW AND JURISDICTION
This Agreement shall be governed by and construed in accordance with
English law and each party to this Agreement submits to the
non-exclusive jurisdiction of the English courts.
21. Definitions
"Group" shall mean Ask Jeeves Inc and all subsidiary companies of Ask
Jeeves Inc, wherever incorporated.
In the event that the above terms are acceptable to you would you be kind enough
to indicate this by signing the enclosed duplicate of this deed and returning it
to Penny Scott together with the enclosed documents. By accepting this offer you
warrant that you are under no employment contract, bond, confidentiality
agreement or other obligation which would breach or be breached by the terms and
conditions of your employment with us or encumber your performance of duties
assigned to you by us, and that you have not signed or committed to any
employment or consultancy duties or any other obligations which would divert
your full attention from the duties assigned to you by us under this employment
agreement.
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A HR Guide will be made available to you which we would require you read and
sign and return to Penny Scott. This forms part of the contract but the letter
shall apply if there is any inconsistency with the Human Resources Guide.
Signed on behalf of Ask Jeeves Internet Limited
/s/ Steven Berkowitz 10/29/03
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(Name), (title) Dated
I acknowledge receipt and agree and understand the terms and conditions of this
letter and hereby execute this Agreement s a Deed.
SIGNED and Delivered as a Deed )
by ) /s/ Adrian Cox 30/10/03
in the presence of: )
Witness: Glen Sunnergren
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Signature: /s/ Glen Sunnergren
--------------------------------
Name: Glen Sunnergren
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Address: [address]
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Dated:
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