Executive Employment Agreement - MGA Inc. and Robert L. Sirkis
EXECUTIVE EMPLOYMENT AGREEMENT BETWEEN
M.G.A., INC.
AND
ROBERT L. SIRKIS
DATED
SEPTEMBER 12 , 1997
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TABLE OF CONTENTS
EXECUTIVE EMPLOYMENT AGREEMENT
PARAGRAPH PAGE NO.
--------- --------
1. Background 3
2. Definitions 3
3. Employment 6
4. Responsibilities 6
5. Non-Stock Compensation and Reimbursements 7
6. Stock Based Compensation 9
7. [Intentionally Left Blank] 9
8. Termination 9
9. Proprietary Information 10
10. Covenant Not To Compete 11
11. Severability 11
12. Attorneys' Fees 11
13. Headings 12
14. Notices 12
15. General Provisions 12
16. Entire Agreement 12
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EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is entered into
this 12th day of September, 1997 by and between M.G.A., INC., a Delaware
corporation with its principal offices at 739 West Main Street, Dothan, Alabama
36301 (the "Company") and ROBERT L. SIRKIS ("Employee"), an individual, and
shall be effective on the Effective Date, as defined below.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements of the parties hereto, the parties do hereby covenant
and agree as follows:
1. Background.
A. The Company is engaged in the business of owning, managing,
and operating video specialty stores.
B. The Company desires to secure and retain the services of
Employee in the office of Executive Vice President and Chief Operating Officer,
and such services are considered by the Company to be valuable with regard to
the business of owning, managing and operating video specialty stores.
C. Employee desires to accept full and active employment with the
Company in accordance with the terms and conditions herein set forth.
2. Definitions.
As used in this Agreement, the following terms shall have the meaning
as set forth below, and the parties hereto agree to be bound by the provisions
hereof:
A. Area means the geographic area of the forty-eight (48)
contiguous continental states of the United States which is the area in which
operations are performed, supervised, or assisted in by Employee on behalf of
the Company, both as of the date hereof and as are anticipated to be conducted
throughout the Term.
B. Board of Directors means the Board of Directors of the
Company.
C. Change of Control means the occurrence of any of the following
events:
(i) Merger or consolidation where the Company is not the
consolidated, continuing or surviving company, and the surviving or resulting
company does not expressly agree to be bound by and have the benefits of the
provisions of this Agreement, Employee's corporate position is eliminated, or
the scope of Employee's position or responsibilities is materially changed;
(ii) Transfer of all or substantially all of the assets or
stock of the Company, and the transferee of the Company's assets or stock does
not expressly agree to be bound by and have the benefits of the provisions of
this Agreement, Employee's corporate position is eliminated, or the scope of
Employee's position or responsibilities is materially changed;
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(iii) Change in control of Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Securities Exchange Act of 1934 as in effect on the
date thereof, and any person or persons acting in concert (as such term is used
in Section 13(d) and 14(d)(2) of the Exchange Act) is or becomes the beneficial
holder directly or indirectly of securities of the Company representing fifty
percent (50%) or more of the combined voting power of Company's then outstanding
securities, and the Employee's corporate position is eliminated, or the scope of
Employee's position or responsibilities is materially changed; or
(iv) discontinuation of the business by Company.
D. Chief Executive Officer means the Chief Executive Officer of
the Company.
E. Company means M.G.A., Inc., its parent corporation, Movie
Gallery, Inc., and successors.
F. Constructive Termination means a termination of this Agreement
resulting from any material failure by the Company to fulfill its obligations
under this Agreement which is not cured within thirty (30) days after receipt of
written notice by the Company from Employee specifying the nature of the
failure, which failure shall include, but shall not be limited to, (a) removal
of Employee during the Term, other than removal as a result of a Termination
With Cause or a Voluntary Termination, as Executive Vice President and Chief
Operating Officer of the Company or any material change by the Company in the
functions, duties or responsibilities of Employee during the Term from those in
which Employee was engaged as Executive Vice President and Chief Operating
Officer of the Company on the Effective Date, without the consent of Employee,
(b) a material, non voluntary reduction in Employee's Base Salary and
eligibility for bonus amounts, or (c) the occurrence of a Change of Control.
Constructive Termination shall occur only (A) after receipt by the Company of
written notice from Employee specifying Employee's reasonable belief that an
event of Constructive Termination has occurred, as defined herein, and (B) if
Employee provides such notice to the Company and the Board of Directors within
sixty (60) days after the date of such event.
G. Effective Date means September 12, 1997.
H. [Intentionally Left Blank]
I. Initial Term means the basic term of this Agreement, which
shall be twelve (12) months, beginning on the Effective Date and ending on the
date which is twelve (12) months following the Effective Date.
J. Permanent Disability means a physical or mental condition
which renders Employee incapable of performing his regular duties hereunder for
a period of one hundred twenty (120) consecutive days. In the event of any
disagreement between Employee and the Company as to whether Employee is
suffering from Permanent Disability, the determination of Employee's Permanent
Disability shall be made by one or more board certified licensed physicians
practicing the specialty of medicine applicable to Employee's disorder in
accordance with the provisions of this Subsection J. If either the Company or
Employee desires to initiate the procedure provided in this Section, such party
(the "Initiating Party") shall deliver written notice to the other party (the
"Responding Party") in accordance with the provisions of this Agreement
specifying that the Initiating Party desires to proceed with a medical
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examination and the procedures specified in this Section. Such notice shall
include the name, address and telephone number of the physician selected by the
Initiating party (the "Disability Examination Notice"). If the Responding Party
fails within thirty (30) days after the receipt of the Disability Examination
Notice to designate a physician meeting the standards specified herein, the
physician designated by the Initiating Party in the Disability Examination
Notice shall make the determination of Permanent Disability as provided in this
Section. If the Responding Party by written notice notifies the Initiating Party
within thirty (30) days of the receipt by the Responding Party of the Disability
Examination Notice by notice specifying the physician selected by the Responding
Party for purposes of this Section, then each of the two physicians as so
designated by the respective parties shall each examine Employee. Examinations
shall be made by each such physician within thirty (30) days of such physician's
respective designation. Each physician shall render a written report as to
whether Employee is, in such physician's opinion, suffering Permanent
Disability. If the two physicians agree on the status of Employee for purposes
of this Section, such determination shall be conclusive and dispositive for all
purposes of this Section. If the two physicians cannot agree, the two physicians
shall jointly select a third physician meeting the standards specified in this
Section within thirty (30) days after the later report of the two physicians is
submitted. The third physician shall render a written report on the status of
Employee within thirty (30) days of selection and such report shall be
dispositive for purposes of this Section. For purposes of this Subsection J,
Employee agrees that he shall promptly submit to such examinations and tests as
such physicians shall reasonably request for purposes of making a determination
of Permanent Disability as provided herein. Failure or refusal of the Company to
designate a licensed physician to make a determination of Permanent Disability
as required in accordance with this Section or of Employee to submit to the
examination as required by this Section shall constitute a conclusive admission
by the Company or Employee, as appropriate, that Employee is suffering from a
Permanent Disability as provided herein.
K. Renewal Term means the period, if any, following the Initial
Term during which the Agreement is extended as set forth in Section 8B.
L. [Intentionally Left Blank]
M. Severance Amount shall have the meaning as set forth in
Section 5C.
N. Term means the Initial Term and any Renewal Term.
0. Termination Date means the following: (a) with respect to
Termination With Cause, thirty (30) days after the date the Company notifies
Employee in writing of the actions described in Subsection 2P(i) and the
termination of this Agreement based thereon, or the date which is thirty (30)
days after written notice of violation to Employee pursuant to Subsection 2P(ii)
not cured by Employee; (b) with respect to the death of Employee, the date of
his death; (c) with respect to Termination Without Cause, thirty (30) days after
the date on which the Company gives Employee notice of Termination Without
Cause; (d) with respect to Voluntary Termination, thirty (30) days after the
date on which Employee unilaterally terminates his employment relationship with
the Company; (e) with respect to the Permanent Disability of Employee, the date
Employee is determined to be suffering from Permanent Disability, as provided in
Subsection 2J; and (f) with respect to Constructive Termination, the date which
is thirty (30) days after the receipt by the Company of the notice specified in
Subsection 2F.
P. Termination With Cause means the termination of this Agreement
and the employment relationship of Employee with the Company, only for the
following:
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(i) Theft or embezzlement with regard to material property
of the Company; or
(ii) Continued neglect by Employee in fulfilling his duties
as Executive Vice President and Chief Operating Officer of the Company as a
result of alcoholism, drug addiction or nervous breakdown, intentional neglect,
insubordination, or excessive unauthorized absenteeism by Employee, after
written notification thereof from the Chief Executive Officer or Board of
Directors, setting forth in detail the matters involved, and Employee's failure
to cure the problems or matters set forth in such notice within a reasonable
time.
Q. Termination Without Cause means any of the following:
(i) A termination by the Company of this Agreement and the
employment relationship of Employee with the Company during the Term which is
not a Termination With Cause, a Voluntary Termination or a Constructive
Termination, including the expiration of the Term as a result of the Company
electing not to renew this Agreement at the end of the Initial Term or any
Renewal Term.
(ii) Any relocation of Employee by the Company, not agreed
to in writing by the Employee (which must reference this Agreement), to a
location which is outside of a twenty-five (25) mile radius of Dothan, Alabama.
R. Triggering Event means (i) a termination of Employee's
employment by the Company during the Term due to a Termination Without Cause or
(ii) a Constructive Termination of Employee's employment with the Company.
S. Video Business means the business engaged in by the Company in
owning, managing and operating video specialty stores, and all ancillary
services relating to the ownership, management and operation of video specialty
stores.
T. Voluntary Termination means unilateral termination by Employee
of his employment with the Company prior to the end of the Term and in the
absence of a Triggering Event, or as a result of Employee electing not to renew
this Agreement at the end of the Initial Term or any Renewal Term. Notice by
Employee to the Company of a failure by the Company to fulfill its obligations
under this Agreement pursuant to Section 2F shall not constitute a Voluntary
Termination for purposes of this Agreement.
3. Employment. The Company, through its Board of Directors, agrees to
employ Employee in the office of Executive Vice President and Chief Operating
Officer of the Company for the Term, and Employee agrees to accept such
employment and office upon the terms and conditions set forth herein.
4. Responsibilities. Pursuant to this Agreement, Employee shall assume
the responsibilities, perform the duties, and exercise the powers as Executive
Vice President and Chief Operating Officer of the Company, as set forth in the
Bylaws of the Company or as designated, assigned or set forth by the Chief
Executive Officer or Board of Directors and consistent with the
responsibilities, duties and powers exercised by Employee as Executive Vice
President and Chief Operating Officer of the Company as of the Effective Date
and such other duties as may be assigned from time to time by the Chief
Executive Officer or Board of Directors. The Employee agrees to devote his full
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time and efforts to the performance of his duties as Executive Vice President
and Chief Operating Officer of the Company. The Employee agrees that he will not
engage in any other gainful occupation during the term of this Agreement,
without the prior written consent of the Company. Nothing contained herein shall
be construed, however, to prevent the Employee from personal business,
charitable and professional activities, form trading, for his own account and
benefit, in stocks, bonds, securities, real estate, commodities, or other forms
of investments. Employee agrees to comply with the Company's policies, rules and
regulations as determined by the Chief Executive Officer or Board of Directors.
5. Non-Stock Compensation and Reimbursements. The Company shall pay,
and Employee agrees to accept, as partial compensation for services to be
rendered hereunder during the Term, the remuneration described below:
A. Annual Salary. The Company shall pay Employee a base annual
salary as of the Effective Date of Two Hundred Fifty Thousand and No/100 Dollars
($250,000.00) per year ("Base Salary"), subject to such increases as the Board
of Directors in its sole discretion deems appropriate in accordance with the
Company's customary procedures regarding the salaries of its executive officers.
The Base Salary shall be payable according to the customary payroll practices of
the Company, but in no event less frequently than monthly.
B. Bonuses. During the Term, Employee shall be entitled to
participate in the Company's quarterly salaried employee bonus program, pursuant
to which Employee shall be eligible to receive bonuses of up to twenty percent
(20%) of Base Salary. Fifty percent (50%) of such bonus shall be discretionary
with the Chief Executive Officer of the Company, and fifty percent (50%) shall
be based upon the achievement of corporate earnings goals as set by the Chief
Executive Officer and Chief Financial Officer of the Company; provided, however,
during the Initial Term of this Agreement, Employee shall receive a guaranteed
bonus equal to ten percent (10%) of Base Salary. In addition to the foregoing,
the Company shall pay Employee a one-time bonus of Twenty Five Thousand and
No/100 Dollars ($25,000.00), payable upon the execution of this Agreement.
During the Term, Employee shall be entitled to participate in other incentive
and/or bonus, cash and equity compensation plans of the Company which provide
benefits to senior officers, as determined by the Board of Directors of the
Company.
C. Severance Payments and Agreements.
(i) Upon the occurrence of a Triggering Event, Employee
shall be deemed to have earned the Severance Amount, as defined below, on the
effective date of the Triggering Event. The obligation of the Company under this
Subsection 5C(i) shall take the place of any other obligations of the Company
under this Section 5 to pay to Employee for the balance of the Term Employee's
then Base Salary pursuant to Subsection 5A.
(ii) For purposes of this Agreement, the Severance Amount
shall be an amount equal to the Base Salary.
(iii) The Severance Amount payable pursuant to this Section
shall be paid over the twelve (12) month period following the Triggering Event
according to the Company's payroll practices and procedures in effect at the
time of the Triggering Event.
(iv) Upon the occurrence of a Change of Control, any and all
stock options to purchase shares of the Company's Common Stock which are held by
Employee shall become one hundred percent (100%) vested and immediately
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exercisable as of the date of such Change of Control, and shall be exercisable
by the Employee over the balance of the remaining stated term of any such stock
options (which term shall be the term applicable to the Employee in the absence
of termination of employment), notwithstanding any provision contained in the
stock option agreement to the contrary.
(v) [Intentionally Left Blank]
(vi) Any controversy or claim arising out of or relating to
whether termination of Employee's employment is due to a Triggering Event, or is
a Termination With Cause, a Termination Without Cause, a Constructive
Termination or a Voluntary Termination as provided herein, shall be settled by
arbitration in accordance with the Commercial Arbitration Rules ("Rules") of the
American Arbitration Association ("AAA"). Arbitration shall be initiated by a
party by giving notice in the manner set forth herein to the other party of its
intention to arbitrate, which notice shall contain a statement setting forth the
nature of the dispute, the amount claimed, if any, and the remedy sought. The
initiating party shall then file a copy or copies of the notice as set forth
under the Rules. Dothan, Alabama shall be the location where the arbitration is
held. The parties shall agree upon and appoint three (3) arbitrators in
accordance with the Rules within thirty (30) days of the effective date of
notice of arbitration; however, if the parties fail to make such designation
within thirty (30) days, the AAA shall make the appointment. The determinations
of such arbitrators will be final and binding upon the parties to the
arbitration, and judgment upon the award rendered by the arbitrators may be
entered in any such court having jurisdiction, or application may be made to
such court for a judicial acceptance of the award and an order of enforcement,
as the case may be. The arbitrators shall apply the laws of the State of Alabama
as to both substantive and procedural questions.
D. Car Allowance. The Company shall pay Employee a monthly car
allowance payable monthly in advance in accordance with customary practices of
the Company of not less than Two Thousand and No/100 Dollars ($2,000.00) per
month.
E. Insurance and Benefits.
(i) Employee shall be entitled to participate in or receive
benefits under all employee and executive benefit plans or arrangements and
perquisites of employment, including, without limitation, plans or arrangements
providing for health and disability insurance coverage, life insurance for the
benefit of Employee's beneficiaries, deferred compensation and pension benefits,
and personal financial, investment, legal or tax advice, all at the highest
level that is available through the Company to other senior officers of the
Company subject to the same terms and conditions as apply to such other senior
officers.
(ii) Employee shall be entitled to all holidays recognized
by the Company and vacation time for not less than three (3) weeks per year plus
such additional time as is available under the vacation policy of the Company in
effect for senior officers with continuing payment of all compensation as set
forth herein. Employee shall be reimbursed by the Company for all expenses
incurred on behalf of the Company in accordance with the then current
reimbursement policies of the Company. Nothing paid to Employee under any plan,
arrangement or perquisite presently in effect or made available in the future
shall be deemed to be in lieu of the salary and other compensation or payments
paid or payable to Employee under this Agreement.
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(iii) In the event of a termination of Employee's employment
with the Company as a result of or in connection with a Triggering Event, and
Employee elects under COBRA to continue his individual and/or family group
health coverage, then for a twelve (12) month period following the Termination
Date, the Company shall pay Employee (on a monthly basis) an amount equal to the
actual premium cost to Employee for such continuation coverage.
F. Moving Expenses. The Company shall pay or reimburses all
reasonable expenses incurred by Employee in connection with moving Employee's
household goods and furnishings to Dothan, Alabama. In addition, the Company
shall reimburse all reasonable closing costs incurred by Employee in connection
with both the sale of his existing residence in Overland Park, Kansas, and the
purchase of a new residence in Dothan, Alabama. Any amount reimbursed to
Employee pursuant to the preceding provision shall be "grossed-up" for federal
and state income tax purposes.
6. Stock Based Compensation. In addition to the remuneration described
in Section 5, upon the execution of this Agreement and pursuant to the Movie
Gallery, Inc. 1994 Stock Plan, As Amended, the Company shall grant to the
Employee non-qualified stock options to purchase two hundred fifty thousand
(250,000) shares of the Company's Common Stock, at an exercise price per share
equal to the last reported sale price of Movie Gallery Common Stock on the
NASDAQ National Market on the day prior to public announcement of this
Agreement, and vesting over a four year period at a rate of twenty five percent
(25%) per year.
7. [Intentionally Left Blank]
8. Termination.
A. This Agreement will commence on the Effective Date and shall
continue during the Initial Term.
B. In addition to the Initial Term, this Agreement shall be
renewed for additional one (1) year periods (the "Renewal"), ad infinitum,
unless either party gives notice of non-renewal at least thirty (30) days prior
to the expiration of the Initial Term or the then current Renewal Term.
C. During the Term, the Company or Employee may terminate this
Agreement, subject to the terms, conditions and obligations hereof, by any of
the following events:
(i) Mutual written agreement expressed in a single document
signed by both the Company and Employee;
(ii) Voluntary Termination by Employee;
(iii) Death of Employee;
(iv) Termination Without Cause;
(v) Termination With Cause;
(vi) Constructive Termination; or
(vii) Permanent Disability.
Upon termination for any of the foregoing reasons, Employee shall
continue to render services and shall be paid his Base Salary and benefits up to
the Termination Date. In the event of such termination, this Agreement shall be
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deemed terminated for all purposes, except to the extent otherwise herein
provided.
D. The obligations of Employee under Sections 8 and 9 shall
survive termination or expiration of this Agreement. The obligations of the
Company under Section 8, and those obligations under Section 5 that by their
terms are to be paid or to continue after termination of this Agreement, shall
also survive such termination.
9. Proprietary Information.
A. In performance of services under this Agreement, Employee may
have access to:
(i) information which derives economic value, actual or
potential, from not being generally known to, and not being readily
ascertainable by proper means by, other persons who can obtain economic value
from its disclosure or use, and is the subject of efforts that are reasonable
under the circumstances to maintain its secrecy (hereinafter "Trade Secrets" or
"Trade Secret"); or
(ii) information which does not rise to the level of a Trade
Secret, but is valuable to the Company and provided in confidence to Employee
(hereinafter "Confidential Information").
B. Employee acknowledges and agrees with respect to Trade Secrets
and Confidential Information provided to or obtained by Employee (hereinafter
collectively the "Proprietary Information"):
(i) that the Proprietary Information is and shall remain the
exclusive property of the Company;
(ii) to use the Proprietary Information exclusively for the
purpose of fulfilling the obligations under this Agreement;
(iii) to return the Proprietary Information, and any copies
thereof, in his possession or under his control, to the Company upon request of
the Company, or expiration or termination of this Agreement for any reason; and
(iv) to hold the Proprietary Information in confidence and
not to copy, publish, or disclose to others or allow any other party to copy,
publish, or disclose to in any form, any Proprietary Information without the
prior written approval of an authorized representative of the Company.
C. The obligations and restrictions set forth in this section 9
shall survive expiration or termination of this Agreement, for any reason, and
shall remain in full force and effect as follows:
(i) as to Trade Secrets, for so long as such information
remains subject to protection under applicable law;
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(ii) as to Confidential Information, for a period of two (2)
years after expiration or termination of this Agreement for any reason.
D. The obligations set forth in this Section 9 shall not apply or
shall terminate with respect to any particular portion of the Proprietary
Information which:
(i) was in Employee's possession, free of any obligation of
confidence, prior to his receipt of the Confidential Information from the
Company;
(ii) is in the public domain at the time the Company
communicates it to Employee, or becomes available to the public through no
breach of this Agreement by Employee; or
(iii) is received by Employee independently and in good
faith from a third party lawfully in possession thereof and having no obligation
to keep such information confidential.
10. Covenant Not To Compete. Employee hereby agrees that during the
term hereof, and for a period of one (1) years from the date of expiration or
termination of this Agreement for any reason, and within the Area, Employee will
not:
A. compete with the Company in the Video Business, or engage in
or carry on the Video Business, directly or indirectly, through any person or
entity, or in any capacity, including, without limitation, agent, lender,
trustee, consultant, shareholder, director, officer, employee, or partner;
B. be employed by, or perform any services as employee,
consultant, or otherwise for, any person, firm, partnership, joint venture,
corporation or other entity that competes with the Company in the Video
Business, or that is engaged in the Video Business within the Area;
C. employ, solicit for employment, or advise or recommend to any
other person or entity that such person or entity employ, or solicit for
employment, any employee of the Company; or
D. deal with, invest in (other than as a stockholder of less than
one percent (1%) of the issued and outstanding stock of a publicly traded
corporation having assets in excess of $25,000,000.00), lend money to, guarantee
loans of, make gifts to, advise, or by any other means assist any other person
or entity that competes with the Company, or that is engaged in the Video
Business within the Area.
11 Severability. If any provision of this Agreement is held to be
invalid or unenforceable by any court of competent jurisdiction, such holdings
shall not affect the enforceability of any other provision of this Agreement,
and all other provisions shall continue in full force and effect.
12. Attorneys' Fees. If a dispute between the parties arises in
connection with this Agreement, the prevailing party as determined through
arbitration or final judgment of a court of competent jurisdiction (which
arbitration or judgment is not subject to further appeal due to the passage of
time or otherwise) shall be entitled to reimbursement from the other party for
reasonable attorneys' fees and expenses incurred by the prevailing party in
connection with the resolution of the dispute.
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13. Headings. The headings of the several paragraphs in this Agreement
are inserted for convenience of reference only and are not intended to affect
the meaning or interpretation of this Agreement.
14. Notices. All notices, consents, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given or delivered if (i) delivered personally; (ii) mailed by certified
mail, return receipt requested, with proper postage prepaid; or (iii) delivered
by recognized courier contracting for same day or next day delivery with signed
receipt acknowledgment to:
(a) To the Company:
M.G.A., Inc.
739 West Main Street
Dothan, Alabama 36301
Attention: Joe T. Malugen
(b) To Employee:
Robert L. Sirkis
13210 Beverly
Overland Park, Kansas 66209
or at such other address as the parties hereto may have last designated by
notice to the other parties. Any item delivered personally or by recognized
courier contracting for same day or next day delivery shall be deemed delivered
on the date of delivery. Any item mailed shall be deemed to have been delivered
on the date evidenced on the return receipt.
15. General Provisions. This Agreement shall be governed by and
construed under the laws of the State of Alabama, without giving effect to its
conflict of law principles. The terms of this Agreement shall be binding upon
and inure to the benefit of the Company and its successors and assigns. Neither
party may assign his or its rights and obligations under this Agreement to any
other party.
16. Entire Agreement. This Agreement contains the entire agreement
between the parties hereto, and except as otherwise provided in this Agreement,
supersedes and cancels all previous and contemporaneous written and oral
agreements, including all prior employment agreements between the Company and
Employee and amendments thereto. No amendment or modification of this Agreement
shall be valid or binding unless in writing and signed by the party to be bound.
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IN WITNESS WHEREOF, the parties hereto have affixed their seals and
executed this Agreement effective as of the date first above written.
COMPANY:
ATTEST: M.G.A., INC.
/s/ S. Page Todd By:/s/ Joe T. Malugen
----------------------- ----------------------------
S. Page Todd, Secretary Joe T. Malugen, Chairman and
Chief Executive Officer
Date: September 12, 1997
EMPLOYEE:
/s/ Martha Compton /s/ Robert L. Sirkis
----------------------- ------------------------------
Witness Robert L. Sirkis, Individually
Date: September 12, 1997
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