**EXHIBIT 10.15**

 

**EMPLOYMENT AGREEMENT**

 

This **EMPLOYMENT AGREEMENT**(“Agreement”) is made and entered into as of March 18, 2004, by and between **MERRILLMERCHANTS BANK**, a state-chartered stock bank organized and operatingunder the laws of the State of Maine and having an office at 201 Main Street,Bangor, Maine 04401 (“Bank”) and Deborah A. Jordan (“Executive”).

 

**W I T N ES S E T H****:**

 

**WHEREAS**, Executive currently serves theBank in the capacity of Executive Vice President;

 

**WHEREAS,** the Bank is a wholly-owned subsidiaryof Merrill Merchants Bancshares, Inc., a publicly-held Maine corporation(“Holding Company”);

 

**WHEREAS**, the Bank desires to assure foritself the continued availability of the Executive’s services on the terms andconditions hereinafter set forth; and

 

**WHEREAS**, the Executive is willing tocontinue to serve the Bank on such terms and conditions;

 

**NOW THEREFORE**, in consideration of thepremises and the mutual covenants and conditions hereinafter set forth, theBank and the Executive hereby agree as follows:

 

**Section 1.****                                          Employment.**

 

The Bank agrees tocontinue to employ the Executive and the Executive hereby agrees to suchcontinued employment, during the period and upon the terms and conditions setforth in this Agreement.

 

**Section 2.****                                          EmploymentPeriod; Remaining Unexpired Employment Period.**

 

(a)                                  Theterms and conditions of this Agreement shall be and remain in effect during theperiod of employment established under this section 2 (“EmploymentPeriod”).  The Employment Period shallbe for an initial term of two years beginning on the date of thisAgreement.  Upon the first anniversaryof the date of this Agreement (an “Anniversary Date”), and on each AnniversaryDate occurring thereafter, the Board of Directors of the Bank (“Board”) shallreview the terms of this Agreement and the Executive’s performance of serviceshereunder and may, in the absence of objection from the Executive, approve anextension of the Employment Agreement pursuant to a resolution duly adopted bythe members of the Board.

 

(b)                                 Forall purposes of this Agreement, the term “Remaining Unexpired EmploymentPeriod” as of any date shall mean the period beginning on such date and endingon the Anniversary Date on which the Employment Period (as it may be extendedpursuant to section 2(a) of this Agreement) is then scheduled to expire.

 

(c)                                  Nothingin this Agreement shall be deemed to prohibit the Bank at any time fromterminating the Executive’s employment during the Employment Period with orwithout notice for any reason; provided, however, that the relative rights andobligations of the Bank and the Executive in the event of any such terminationsshall be determined under this Agreement.

 

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**Section 3.****                                          Duties.**

 

The Executive shall serveas Executive Vice President of the Bank, having such power, authority andresponsibility and performing such duties as are prescribed by or under theBy-Laws of the Bank and as are customarily associated with such position or asassigned by the Board or the Chief Executive Officer acting in good faith.  The Executive shall devote her full businesstime and attention (other than during holidays, approved vacation periods, andperiods of illness or approved leave of absence) to the business and affairs ofthe Bank and shall use her best efforts to advance the interests of the Bank.

 

**Section 4.****                                          CashCompensation.**

 

In consideration for theservices to be rendered by the Executive hereunder, the Bank shall pay to her asalary at an initial annual rate of $112,500, payable in approximately equalinstallments in accordance with the Bank’s customary payroll practices forofficers.  The Board shall review theExecutive’s annual rate of salary at such times, as it deems appropriate, butnot less frequently than once every twelve months, and may, in its discretion,approve an increase in such annual rate of salary.  In addition to salary, the Executive may receive other cashcompensation from the Bank for services hereunder at such times, in suchamounts and on such terms and conditions as the Board may determine from timeto time.

 

**Section 5.****                                          EmployeeBenefit Plans And Programs.**

 

During the EmploymentPeriod, the Executive shall be treated as an employee of the Bank and shall beeligible to participate in and receive benefits under any and all qualified ornon-qualified retirement, pension, savings, profit-sharing or stock bonusplans, any and all group life, health (including hospitalization, medical andmajor medical), dental, accident and long-term disability insurance plans, andany other employee benefit and compensations plans (including, but not limitedto, any incentive compensation plans or programs, stock options andappreciation rights plans and restricted stock plans) as may from time to timebe maintained by, or cover similarly situated employees of, the Bank, inaccordance with the terms and conditions of such employee benefit plans andprograms and compensations plans and programs and consistent with the Bank’scustomary practices.

 

**Section 6.****                                          Terminationof Employment with Severance Benefits.**

 

(a)                                  TheExecutive shall be entitled to the severance benefits described in section 6(b)in the event that:

 

(i)                                     her employment isterminated by the Bank during the Employment Period for any reason other thanfor “cause” as defined in section 7(b);

 

(ii)                                  her employment withthe Bank terminates during the Employment Period as a result of the Executive’svoluntary resignation within 90 days following:

 

(A)                              the expiration of athirty day period following the date on which the Executive gives writtennotice to the Bank of its material breach of any term, condition or covenantcontained in this Agreement (including, without limitation, any reduction ofthe Executive’s rate of base salary in effect from time to time), unless duringsuch thirty day period, the Bank cures such failure; or

 

(B)                                a change in theExecutive’s principal place of employment to a location that is more than 40miles from the Bank’s principal office in Bangor, Maine; or

 

(iii)                               the Executivevoluntarily resigns following a “Change of Control” (as such term is defined insection 10(a) hereof) in the manner set forth in section 10(b) hereof.

 

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(b)                                 Uponthe termination of the Executive’s employment at the Bank under thecircumstances described in section 6(a) of this Agreement, the Bank shall haveno further obligations under this Agreement, other than to pay or to providethe Executive with:

 

(i)                                     the compensationshe has earned, but which is unpaid, as of the date of the termination of heremployment with the Bank, such payment to be made at the time and in the mannerprescribed by law applicable to the payment of wages but in no event later thansixty (60) days after termination of employment;

 

(ii)                                  the benefits, if any,to which she is entitled as a former employee under the employee benefit plansand programs and compensation plans and programs maintained by the Bank foremployees;

 

(iii)                               continued group life,health (including hospitalization, medical and major medical), dental, accidentand long-term disability coverage plans under the plans and programs maintainedby the Bank for similarly situated employees until the earlier to occur of:

 

(A)                              the date the Executivefirst becomes eligible for such benefit coverage plans under plans or programsmaintained by a subsequent employer or

 

(B)                                the date the RemainingUnexpired Employment Period terminates; and

 

(iv)                              a lump sum payment withinsixty (60) days following her termination of employment with the Bank, a lumpsum payment, in an amount equal to the salary that the Executive would haveearned if she had continued working for the Bank during the Remaining UnexpiredEmployment Period at the highest annual rate of salary achieved during thatportion of the Employment Period which is prior to the Executive’s terminationof employment with the Bank, where such value is to be determined bymultiplying the Remaining Unexpired Employment Period by such highest annualrate of salary.

 

The Bank and theExecutive hereby stipulate that the damages which may be incurred by theExecutive following any such termination of employment are not capable ofaccurate measurement as of the date above first written and that the paymentsand benefits contemplated by this section 6(b) constitute reasonable damagesunder the circumstances and shall be payable without regard to the Executive’sefforts, if any, to mitigate damages. The Bank and Executive further agree that the Bank may condition thepayments and benefits (if any) due under sections 6(b)(iii) and 6(b)(iv) on:(i) the receipt of the Executive’s resignation from any and all positions whichshe holds as an officer, director or committee member with respect to theCompany, the Bank or any subsidiary or affiliate of either of them and (ii) theexecution of a release in favor of such entities in such form as the Bank maydetermine for any and all claims against such entities.

 

**Section 7.****                                          TerminationWithout Additional Bank Liability.**

 

Except as provided below,the Bank (and its affiliates) will have no liability to Executive in the eventthat the Executive’s employment with the Bank shall terminate during theEmployment Period on account of:

 

(a)                                  avoluntary resignation by the Executive, other than a voluntary resignationdescribed in Section 6(a)(ii) or 6(a)(iii) hereof;

 

(b)                                 adetermination that the Executive is eligible for long-term disability benefitsunder the Bank’s long-term disability insurance program or, if there is no suchprogram, under the federal Social Security Act;

 

(c)                                  thedeath of the Executive; or

 

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(d)                                 thedischarge of the Executive for “cause,” which, for purposes of the Agreementshall mean personal dishonesty, willful misconduct, breach of fiduciary dutyinvolving personal profit, intentional failure to perform stated duties,willful violation of any banking law, rule or regulation, conviction of afelony or final cease and desist order issued in response to conduct of theExecutive determined to be substantially deleterious to the Bank, or anymaterial breach of this Agreement, in each case as measured against standardsgenerally prevailing at the relevant time in the savings and community bankingindustry;  then the Bank (and itsaffiliates) shall have no further obligations under this Agreement, other thanthe payment to the Executive (or, in the event of her death, to her estate) ofher earned but unpaid salary as of the date of the termination of heremployment, and the provision of such other benefits, if any, to which she isentitled as a former employee under the employee benefit plans and programs andcompensation plans and programs maintained by, or covering employees of, theBank.

 

(e)                                  forpurposes of section 7(d), no act or failure to act, on the part of theExecutive, shall be considered “willful” unless it is done, or omitted to bedone, by the Executive in bad faith or without reasonable belief that theExecutive’s action or omission was in the best interests of the Bank and itsaffiliates.  Any act, or failure to act,based upon authority given pursuant to a resolution duly adopted by the Boardor based upon the written advice of counsel for the Bank shall be conclusivelypresumed to be done, or omitted to be done, by the Executive in good faith andin the best interests of the Bank.  Thecessation of employment of the Executive shall not be deemed to be for “cause”within the meaning of section 7(d) unless and until there shall have beendelivered to the Executive a copy of a resolution duly adopted by theaffirmative vote of two-thirds of the non-employee members of the Board at ameeting of the Board called and held for such purpose (after reasonable noticeis provided to the Executive and the Executive is given an opportunity,together with counsel, to be heard before the Board), finding that, in the goodfaith opinion of the Board, the Executive is guilty of the conduct described insection 7(d) above, and specifying the particulars thereof in detail.

 

**Section 8.****                                          CovenantNot To Compete.**

 

In the event that theExecutive’s employment with the Bank terminates prior to the expiration of theEmployment Period, then for a period of one (1) year following the date of hertermination of employment with the Bank (or, if less, for the RemainingUnexpired Employment Period), the Executive shall not, without the writtenconsent of the Bank, become an officer, employee, consultant, director ortrustee of any competitor (as herein defined) if in this capacity she would beworking for a competitor in any county where a main or a branch office of theBank is located on the date of the Executive’s termination of employment.  For this purpose, a “competitor” is anysavings bank, cooperative bank, credit union, savings and loan association,savings and loan holding company, bank or bank holding company, or any director indirect subsidiary or affiliate of any such entity.  This section 8 shall not apply if the Executive’semployment is terminated due to death or a voluntary or involuntary terminationfollowing a “Change of Control” as defined in section 10(a) hereof.

 

**Section 9.****                                          Confidentiality.**

 

Unless she obtains theprior written consent of the Bank, the Executive shall keep confidential andshall refrain from using for the benefit of herself, or any person or entityother than the Bank or any entity which is a subsidiary of the Bank or of whichthe Bank is a subsidiary, any material document or information obtained fromthe Bank, or from its parent or subsidiaries, in the course of her employmentwith any of them concerning their properties, operations or business (unlesssuch document or information is readily ascertainable from public or publishedinformation or trade sources or has otherwise been made available to the publicthrough no fault of her own) until the same ceases to be material (or becomesso ascertainable or available); provided, however, that nothing in this section9 shall prevent the Executive, with or without the Bank’s consent, fromparticipating in or disclosing documents or information in connection with anyjudicial or administrative investigation, inquiry or proceeding to the extentthat such participation or disclosure is required under applicable law.

 

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**Section 10.****                                   TerminationUpon Or Following A Change Of Control.**

 

(a)                                  AChange of Control of the Bank (“Change of Control”) shall be deemed to haveoccurred upon the happening of any of the following events:

 

(i)                                     approval by thestockholders of the Bank of a transaction that would result in thereorganization, merger or consolidation of the Bank, respectively, with one ormore other persons, other than a transaction following which:

 

(A)                              at least 51% of theequity ownership interest of the entity resulting from such transaction arebeneficially owned (within the meaning of Rule 13d-3 promulgated under theSecurities Exchange Act of 1934, as amended “Exchange Act”) in substantiallythe same relative proportions by persons who, immediately prior to suchtransaction, beneficially owned (within the meaning of Rule 13d-3 promulgatedunder the Exchange Act) at least 51% of the outstanding equity ownershipinterest in the Bank; and

 

(B)                                at least 51% of thesecurities entitled to vote generally in the election of directors of theentity resulting from such transaction are beneficially owned (within themeaning of Rule 13d-3 promulgated under the Exchange Act) in substantially thesame relative proportions by persons who, immediately prior to such transaction,beneficially owned (within the meaning of Rule 13d-3 promulgated under theExchange Act) at least 51% of the securities entitled to vote generally in theelection of directors of the Bank;

 

(ii)                                  the acquisition ofall or substantially all of the assets of the Bank or approval by thestockholders of the Bank of any transaction which would result in such anacquisition;

 

(iii)                               a complete liquidationor dissolution of the Bank, or approval by the stockholders of the Bank of aplan for such liquidation or dissolution;

 

(iv)                              the occurrence of anyevent if, immediately following such event, at least 50% of the members of theBoard do not belong to any of the following groups:

 

(A)                              individuals who weremembers of the Board of the Bank on the date of this Agreement; or

 

(B)                                individuals who firstbecame members of the Board of the Bank after the date of this Agreementeither:

 

(I)                                    upon election toserve as a member of the Board of the Bank by affirmative vote of two-thirds ofthe members of such Board, of a nominating committee thereof, in office at thetime of such first election; or

 

(II)                                upon election by thestockholders of the Bank to serve as a member of the Board of the Bank, butonly if nominated for election by affirmative vote of two-thirds of the membersof the Board of the Bank, or of a nominating committee thereof, in office atthe time of such first nomination;

 

provided, however,that such individual’s election or nomination did not result from an actual orthreatened election contest or other actual or threatened solicitation ofproxies or consents other than by or on behalf of the Board of the Bank; or

 

(v)                                 any event which wouldbe described in section 10(a)(i), (ii), (iii) or (iv) if the term “HoldingCompany” were substituted for the term “Bank” therein.

 

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In no event, however,shall a Change of Control be deemed to have occurred as a result of anyacquisition of securities or assets of the Bank, the Holding Company, or asubsidiary of either of them, by the Bank, the Holding Company, or a subsidiaryof either of them, or by any employee benefit plan maintained by any ofthem.  For purposes of this section10(a), the term “person” shall have the meaning assigned to it under sections13(d)(3) or 14(d)(2) of the Exchange Act.

 

(b)                                 Inthe event of a Change of Control, the Executive shall be entitled to thepayments and benefits contemplated by section 6(b) in the event her employmentwith the Bank terminates due to her voluntary resignation within ninety (90)days following the effective date of the Change of Control with the RemainingUnexpired Employment Period deemed in such event to be twenty-four (24)months.  Notwithstanding anything inthis Agreement to the contrary, in no event shall any payments made or benefitsprovided under this Agreement, when combined with all other payments andbenefits to the Executive, be allowed to render any such payment or benefitnondeductible under Section 280G of the Internal Revenue Code (“Code”) or totrigger an excise tax under Section 4999 of the Code.  In such event, the payments and/or benefits to be provided underthis Agreement shall be reduced, but not below zero, such that the aggregatebenefits to be provided to the Executive do not exceed 2.99 multiplied by theExecutive’s “base amount” (as such term is defined in Section 280G of theCode).

 

**Section 11.****                                   Solicitation.**

 

The Executive herebycovenants and agrees that, during the first one-year period after hertermination of employment with the Bank, she shall not, without the writtenconsent of the Bank, either directly or indirectly:

 

(a)                                  Solicit,offer employment of, or take any other action intended, or that a reasonableperson acting in like circumstances would expect, to have the effect of causingany officer or employee of the Bank, the Holding Company or any affiliate, asof the date of this Agreement, of either of them to terminate his or heremployment and accept employment or become affiliated with, or provide servicesfor compensation in any capacity whatsoever to, any savings bank, cooperative bank,credit union, savings and loan association, bank, bank holding company, savingsand loan holding company, or other institution engaged in the business ofaccepting deposits and making loans;

 

(b)                                 Provideany information, advice or recommendation with respect to any such officer oremployee of any savings bank, cooperative bank, credit union, holding company,or other institution engaged in the business of accepting deposits and makingloans, of either of them that is intended, or that a reasonable person actingin like circumstances would expect, to have the effect of causing any officeror employee of the Bank, the Holding Company or any affiliate as of the date ofthis Agreement, of either of them to terminate his or her employment and acceptemployment become affiliated with, or provide services for compensation in anycapacity whatsoever to, any savings bank, cooperative bank, credit union,savings and loan association, bank, bank holding company, savings and loanholding company, or other institution engaged in the business of acceptingdeposits and making loans; and

 

(c)                                  Solicit,provide any information, advice or recommendation or take any other actionintended, or that a reasonable person acting in like circumstances wouldexpect, to have the effect of causing any customer of the Bank to terminate anexisting business or commercial relationship with the Bank.

 

This section 11 shall notapply if the Executive’s employment is terminated due to death, or a voluntaryor involuntary termination following a “Change of Control” as defined insection 10(a) hereof.

 

**Section 12.****                                   NoEffect on Employee Benefit Plans or Programs.**

 

The termination of theExecutive’s employment during the term of this Agreement or thereafter, whetherby the Bank or by the Executive, shall have no effect on the rights andobligations of the parties hereto under the

 

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Bank’s qualified ornon-qualified retirement, pension, savings, thrift, profit-sharing or stockbonus plans, group life, health (including hospitalization, medical and majormedical), dental, accident and long-term disability insurance plans or suchother employee benefit plans or programs, or compensation plans or programs, asmay be maintained by, or cover employees of, the Bank from time to time.

 

**Section 13.****                                   SuccessorsAnd Assigns.**

 

This Agreement will inureto the benefit of and be binding upon the Executive, her legal representativesand testate or intestate distributes, and the Bank and its successors andassigns, including any successor by merger or consolidation or any other personor firm or corporation to which all or substantially all of the assets andbusiness of the Bank may be sold or otherwise transferred.

 

**Section 14.****                                   Notices.**

 

Any communicationrequired or permitted to be given under this Agreement, including any notice,direction, designation, consent, instruction, objection or waiver, shall be inwriting and shall be deemed to have been given at such time as it is deliveredpersonally, or five (5) days after mailing if mailed, postage prepaid, by registeredor certified mail, return receipt requested, addressed to such party at theaddress listed below or at such other address as one such party may be writtennotice specify to the other party:

 

If to the Executive:

Deborah A. Jordan

P.O. Box 634

Holden, Maine04429

 

If to the Bank:

Merrill MerchantsBank

201 Main Street

Bangor, Maine  04401

Attention:  Edwin N. Clift

 

with a copy to:

Thacher Proffitt& Wood LLP

1700 PennsylvaniaAvenue, Suite 800

Washington,DC  20006

Attention:                                         RichardA. Schaberg

 

**Section 15.****                                   Severability.**

 

A determination that anyprovision of this Agreement is invalid or unenforceable shall not affect thevalidity of enforceability of any provision hereof.

 

**Section 16.****                                   Waiver.**

 

Failure to insist uponstrict compliance with any of the terms, covenants or conditions hereof shallnot be deemed a waiver of such term, covenant, or condition.  A waiver of any provision of this Agreementmust be made in writing, designated as a waiver, and signed by the partyagainst whom its enforcement is sought. Any waiver or relinquishment of any right or power hereunder at any oneor more times shall not be deemed a waiver or relinquishment of such right orpower at any other time or times.

 

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**Section 17.****                                   Counterparts.**

 

This agreement may beexecuted in two (2) or more counterparts, each of which shall be deemed anoriginal, and all of which shall constitute one and the same Agreement.

 

**Section 18.****                                   GoverningLaw.**

 

This Agreement shall begoverned by and construed and enforced in accordance with the federal laws ofthe United Sates and, to the extent that federal law is inapplicable, inaccordance with the laws of the State of Maine applicable to contracts enteredinto and to be performed entirely within the State of Maine.

 

**Section 19.****                                   Headingsand Construction.**

 

The headings of sectionsin this Agreement are for convenience of reference only and are not intended toqualify the meaning of any section.  Anyreference to a section number shall refer to a section of this Agreement,unless otherwise stated.

 

**Section 20.****                                   EntireAgreement; Modifications.**

 

This instrument containsthe entire agreement of the parties relating to the subject matter hereof, andsupersedes in its entirety any and all prior agreements, understandings orrepresentations relating to the subject matter hereof.  No modifications of the Agreement shall bevalid unless made in writing and signed by the parties hereto.

 

**Section 21.****                                   RequiredRegulatory Provisions.**

 

The following provisionsare included for the purposes of complying with various laws, rules andregulations applicable to the Bank:

 

(a)                                  Notwithstandinganything herein contained to the contrary, any payments to the Executive by theBank, whether pursuant to this Agreement or otherwise, are subject to andconditioned upon their compliance with section 18(k) of the Federal DepositInsurance Act (“FDI Act”), 12 U.S.C. §1828(k), and any regulations promulgatedthere under.

 

(b)                                 Notwithstandinganything herein contained to the contrary, if the Executive is suspended fromoffice and/or temporarily prohibited from participating in the conduct of theaffairs of the Bank pursuant to a notice serviced under section 8(e)(3) or8(g)(1) of the FDI Act, 12 U.S.C. §1818(e)(3) or1818 (g)(1), the Bank’sobligations under this Agreement shall be suspended as of the date of serviceof such notice, unless stayed by appropriate proceedings.  If the charges in such notice are dismissed,the Bank, in its discretions, may:

 

(i)                                     pay to theExecutive all or part of the compensation withheld while the Bank’s obligationshereunder were suspended, and

 

(ii)                                  reinstate, in wholeor in part, any of the obligations which were suspended.

 

(c)                                  Notwithstandinganything herein contained to the contrary, if the Executive is removed and/orpermanently prohibited from participating in the conduct of the Bank’s affairsby an order issued under section 8(e)(4) or 8(g)(1) of the FDI Act, 12 U.S.C.§1818(e)(4) or (g)(1), all prospective obligations of the Bank under thisAgreement shall terminate as of the effective date of the order, but vestedrights and obligations of the Bank and the Executive shall not be affected.

 

(d)                                 Notwithstandinganything herein contained to the contrary, if the Bank is in default (withinthe meaning of section 3(x)(1) of the FDI Act, 12 U.S.C. §1813(x)(1)), allprospective obligations of the Bank under

 

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this Agreementshall terminate as of the date of default, but vested rights and obligations ofthe Bank and the Executive shall not be affected.

 

(e)                                  Notwithstandinganything herein contained to the contrary, all prospective obligations of theBank hereunder shall be terminated, except to the extent that a continuation ofthis Agreement is necessary for the continued operation of the Bank:

 

(i)                                     By the MaineBureau of Financial Institutions or the FDIC, at the time the FDIC enters intoan agreement to provide assistance to or on behalf of the Bank under theauthority contained in section 13(c) of the FDI Act, 12 U.S.C. §1823(c)

 

(ii)                                  By the Maine Bureauof Financial Institutions at the time the Maine Bureau of FinancialInstitutions approves a supervisory merger to resolve problems related to theoperation of the Bank or when the Bank is determined by the Maine Bureau ofFinancial Institutions to be in an unsafe or unsound condition.  The vested rights and obligations of theparties shall not be affected.

 

If and to the extent thatany of the foregoing provisions shall cease to be required or by applicablelaw, rule or regulation, the same shall become inoperative as though eliminatedby formal amendment of this Agreement.

 

**IN WITNESS WHEREOF**, the Bank has causedthis Agreement to be executed and the Executive has hereunto set her hand, allas of the day and year first above written.

 

 
|    | By:                                               |      /s/  Deborah A. Jordan |                        |
|---------|---------------------------------------------------|------------------------------------------------------|-----------------------------|
|    |                                              | **DEBORAH A. JORDAN**                                |
|    |                                              |
| ATTEST: |                                              |
|    |                                              |
|    | **MERRILL MERCHANTS BANK**                        |                                                 |
|    |                                              |
|    |                                              |
| By:     |      /s/  Edwin N. Clift |                                                 | By:                         |      /s/  William C. Bullock, Jr. |   |
|    | **EDWIN N. CLIFT**                                |                                                 | **WILLIAM C. BULLOCK, JR.** |
|    | **PRESIDENT AND CEO**                             |                                                 | **CHAIRMAN OF THE BOARD**   |
|         |                                                   |                                                      |                             |  |  |  |  |  |  |

 

[Seal]

 

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