form10_62.htm


    
EXHIBIT
10.62


      


      


      


      


      


      SEVERANCE
AGREEMENT

      


      
        	
                THIS AGREEMENT (the
      “Agreement”), made and entered into effective as
      of   August 1, 2007 (the “Effective Date”), is by and
      between Cyberonics,
      Inc., a Delaware corporation (the “Company”), and James Reinstein (the
      “Employee”).

              
	 
      
	
                WHEREAS, Employee is a
      key employee of the Company; and

              
	 
      	 
      	 
      	 
      
	
                WHEREAS, the Company
      recognizes that the possibility of a Change of Control (as defined below)
      of the Company is unsettling and may result in the departure of key
      employees to the detriment of the Company and its stockholders;
      and

              
	 
      	 
      	 
      	 
      
	
                WHEREAS, the Board of
      Directors of the Company (the “Board”) has authorized this Agreement and
      certain similar agreements in order to retain key employees to ensure the
      continuity of its management;

              
	 
      
	
                THEREFORE, for good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the Company and Employee agree as
follows:

              
	 
      	 
      	 
      	 
      
	 
      	
                1.

              	
                Term.  This
      Agreement shall commence on the Effective Date and shall continue until
      April 30, 2008; provided, however, that commencing on April 30, 2008 and
      on each April 30th thereafter, the Term of this Agreement shall
      automatically be extended for one additional year, unless at least six
      months prior to such April 30 date the Board shall give written notice to
      Employee that the Term of this Agreement shall cease to be so extended;
      provided further, however, that if a Change of Control shall occur during
      the Term, the Term shall automatically continue in effect for a period of
      not less than one year from the date of such Change of
      Control.  Notwithstanding the foregoing, except as provided in
      Section 3, this Agreement shall automatically terminate on Employee’s
      termination of employment; provided, however, termination of this
      Agreement shall not alter or impair any rights of Employee arising
      hereunder on or prior to such termination.

              
	 
      	 
      	 
      	 
      
	 
      	
                2.

              	
                Change of
      Control.  For purposes of this Agreement, a Change of
      Control of the Company shall mean:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                the
      acquisition by any “person,” as such term is used in Sections 13(d) and
      14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
      Act”), other than the Company, a subsidiary of the Company or a Company
      employee benefit plan, of “beneficial ownership” (as defined in Rule 13d-3
      under the Exchange Act), directly or indirectly, of securities of the
      Company representing 50% or more of the combined voting power of the
      Company’s then outstanding securities entitled to vote generally in the
      election of directors; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                the
      consummation of a reorganization, merger, consolidation or other form of
      corporate transaction or series of transactions, in each case, with
      respect to which persons who were the shareholders of the Company
      immediately prior to such reorganization, merger or consolidation or other
      transaction do not, immediately thereafter, own more than 50% of the
      combined voting power entitled to vote generally in the election of
      directors of the reorganized, merged or consolidated company’s then
      outstanding voting securities in substantially the same proportions as
      their ownership immediately prior to such event; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                the
      sale or disposition by the Company of all or substantially all the
      Company’s assets; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                a
      change in the composition of the Board, as a result of which fewer than a
      majority of the directors are Incumbent Directors.  “Incumbent
      Directors” shall mean directors who either (A) are directors of the
      Company as of August 1, 2007, or (B) are elected, or nominated for
      election, thereafter to the Board with the affirmative votes of at least a
      majority of the Incumbent Directors at the time of such election or
      nomination, but “Incumbent Director” shall not include an individual whose
      election or nomination is in connection with (i) an actual or threatened
      election contest (as such terms are used in Rule 14a-11 of Regulation 14A
      promulgated under the Exchange Act) or an actual or threatened
      solicitation of proxies or consents by or on behalf of a person other than
      the Board or (ii) a plan or agreement to replace a majority of the then
      Incumbent  Directors; or

              
	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                the
      approval by the Board or the stockholders of the Company of a complete or
      substantially complete liquidation or dissolution of the
      Company.

              
	 
      	 
      	 
      
	 
      	
                3.

              	
                Termination on or Following a
      Change of Control.  If a Change of Control occurs during
      the Term, Employee shall be entitled to the benefits provided in Section 4
      hereof if, during the Protected Period (as hereinafter defined), Employee
      becomes disabled or Employee’s employment is terminated, unless such
      termination is (a) due to Employee’s death, (b) by the Company either for
      Cause or Employee’s Disability, or (c) by Employee for other than a Good
      Reason. Anything in this Agreement to the contrary notwithstanding, if
      Employee’s employment with the Company is terminated during the Term and
      prior to the date on which a Change of Control occurs, and it is
      reasonably demonstrated that such termination (i) was at the request of a
      third party who has taken steps reasonably calculated to effect the Change
      of Control, or (ii) otherwise arose in connection with or anticipation of
      the Change of Control, then for all purposes of this Agreement the Change
      of Control shall be deemed to have occurred on the date immediately prior
      to the date of Employee’s termination and Employee shall be deemed
      terminated by the Company during the Protected Period other than for
      Cause.  For purposes of this Agreement, the “Protected Period”
      shall mean the period of time beginning with the Change of Control and
      ending on the first anniversary of such Change of Control or Employee’s
      death, if earlier.

              
	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                Disability.  If,
      as a result of Employee’s incapacity due to physical or mental illness,
      Employee shall have been absent from Employee’s duties with the Company on
      a full-time basis for 150 consecutive calendar days, and within 30 days
      after written Notice of Termination (as defined hereinafter) Employee
      shall not have returned to the full-time performance of Employee’s duties,
      the Company may terminate Employee’s employment for “Disability”;
      provided, however, a termination of Employee’s employment for Disability
      under this Agreement shall not alter or impair Employee’s rights as a
      “disabled employee” under any of the Company’s employee benefit
      plans.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                Cause.  The
      Company may terminate Employee’s employment for Cause.  For the
      purposes of this Agreement, the Company shall have “Cause” to terminate
      Employee’s employment hereunder only upon (A) the willful and continued
      failure by Employee to perform substantially Employee’s duties with the
      Company, other than any such failure resulting from Employee’s incapacity
      due to physical or mental illness, which continues unabated after a
      written demand for substantial performance is delivered to Employee by the
      Board that specifically identifies the manner in which the Board believes
      that Employee has not substantially performed Employee’s duties or
      (B) Employee willfully engaging in gross misconduct that is
      materially and demonstrably injurious to the Company.  For
      purposes of this paragraph, an act or failure to act on Employee’s part
      shall be considered “willful” only if done or omitted to be done by
      Employee otherwise than in good faith and without reasonable belief that
      Employee’s action or omission was in the best interest of the
      Company.  Notwithstanding the foregoing, Employee shall not be
      deemed to have been terminated for Cause unless and until there shall have
      been delivered to Employee a copy of a resolution duly adopted by the
      affirmative vote of not less than three-quarters of the entire membership
      of the Board, at a meeting of the Board called and held for such purpose
      (after reasonable notice to Employee and an opportunity for Employee,
      together with Employee’s counsel, to be heard before the Board), finding
      that in the good faith opinion of the Board Employee was guilty of conduct
      set forth in clauses (A) or (B) of this subsection (ii) and specifying the
      particulars thereof in reasonable detail.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                Good
      Reason.  Employee may terminate Employee’s employment for
      Good Reason.  For purposes of this Agreement, “Good Reason”
      shall mean the occurrence of any of the following without Employee’s
      express written consent:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (A)     an
      adverse change (as determined by Employee in good faith, which
      determination shall be controlling for all purposes under this Agreement)
      in Employee’s (i) positions, duties, responsibilities or status with the
      Company from that in effect immediately prior to the Change of Control, or
      (ii) reporting responsibilities, titles or offices as in effect
      immediately prior to the Change of Control; or any removal of Employee
      from, or any failure to re-elect or appoint Employee to, any of such
      responsibilities, titles, offices or positions, except in connection with
      the termination of Employee’s employment for Cause or Disability, or as a
      result of Employee’s death, or by Employee for other than a Good
      Reason;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (B)     a
      reduction in Employee’s annual rate of base salary as in effect
      immediately prior to the Change of Control or as the same may be increased
      from time to time thereafter (the “Base Salary”);

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (C)     a
      failure by the Company to continue the Company’s Annual Incentive
      Compensation Plan as the same may be modified from time to time, but
      substantially in the form in effect immediately prior to the Change of
      Control (the “Bonus Plan”), or a failure by the Company to continue
      Employee as a participant in the Bonus Plan in at least the same amount
      (the “Bonus Amount” ) as Employee’s target bonus amount under the Bonus
      Plan with respect to the fiscal year ending immediately prior to the
      Change of Control or with respect to the current fiscal year if Employee
      has been employed by the Company for a shorter period (Bonus Amounts
      related to less than a full fiscal year shall be annualized for this
      purpose);

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (D)     the
      failure by the Company to continue in effect any other employee benefit or
      compensation plan program or policy, in which Employee is participating
      immediately prior to the Change of Control, unless the Company establishes
      such new plans, programs or policies as is necessary to provide Employee
      with substantially comparable benefits; the taking of any action by the
      Company not required by law that would adversely affect Employee’s
      participation in or reduce Employee’s benefits under any of such plans,
      programs or policies or deprive Employee of any material fringe benefit
      enjoyed by Employee immediately prior to the Change of
      Control;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (E)     the
      Company’s requiring Employee to relocate to an office more than 25 miles
      from the Company’s office to which Employee was assigned immediately prior
      to the Change of Control, except for required travel on the Company’s
      business to an extent substantially consistent with Employee’s business
      travel obligations immediately prior to the Change of
    Control;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (F)     the
      amendment, modification or repeal of any provision of the Company’s
      Certificate of Incorporation, as amended, or the Bylaws of the Company
      which was in effect immediately prior to such Change of Control, if such
      amendment, modification or repeal would adversely effect Employee’s right
      to indemnification by the Company;

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (G)     the
      failure of the Company to obtain the assumption of this Agreement by any
      successor as contemplated in Section 6 hereof; or

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                (H)     any
      purported termination of Employee’s employment that is not effected
      pursuant to a Notice of Termination satisfying the requirements of
      subparagraph (iv) below and, if applicable, subparagraph (ii) above; and
      for purposes of this Agreement, no such purported termination shall be
      effective.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                Employee’s
      right to terminate employment for a Good Reason hereunder shall not be
      affected by Employee’s incapacity due to a physical or mental illness nor
      shall Employee’s continued employment following any circumstance that
      constitutes a Good Reason hereunder, regardless of the length of such
      continued employment, constitute a consent to or a waiver of Employee’s
      rights hereunder with respect to such circumstance.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                Notice of
      Termination.  Any termination by the Company pursuant to
      subparagraphs (i) or (ii) above, or by Employee pursuant to
      subparagraph (iii) above, shall be communicated by written Notice of
      Termination to the other party hereto.  For purposes of this
      Agreement, a “Notice of Termination” shall mean a notice that shall
      indicate the specific termination provision in this Agreement relied upon
      and shall set forth in reasonable detail the facts and circumstances
      claimed to provide a basis for termination of Employee’s employment under
      the provision so indicated.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                Date of Termination.
      “Date of Termination” shall mean (A) if Employee is terminated for
      Disability, 30 days after Notice of Termination is given, provided that
      Employee shall not have returned to the performance of Employee’s duties
      on a full-time basis during such 30-day period, (B) if Employee’s
      employment is terminated pursuant to subparagraph (iii) above, the date
      specified in the Notice of Termination, (C) with respect to a termination
      prior to a Change of Control, which is deemed to be after such Change of
      Control as provided in Section 3, the date of such termination, and (D) if
      Employee’s employment is terminated for any other reason on or after a
      Change of Control, the date of such termination.

              
	 
      	 
      	 
      	 
      
	 
      	
                4.

              	
                Compensation
      During Disability or Upon Termination.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                If,
      during the Protected Period, Employee fails to perform Employee’s normal
      duties as a result of incapacity due to physical or mental illness,
      Employee shall continue during the period of such disability to receive
      Employee’s full Base Salary and any awards, deferred and nondeferred,
      payable during such period under the Bonus Plan, less any amounts paid to
      Employee during such period of disability pursuant to the Company’s short
      term disability or sick-leave program(s) until Employee’s employment is
      terminated or such Disability ends.  This Section 4(i) shall not
      reduce or impair Employee’s rights to terminate employment for a Good
      Reason as otherwise provided herein.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                If,
      during the Protected Period, Employee’s employment shall be terminated (x)
      by the Company for Cause, (y) by Employee’s death, or (z) by Employee
      other than for a Good Reason, the Company shall pay Employee’s earned but
      unpaid Base Salary through the Date of Termination and the Company shall
      have no further obligations to Employee under this
    Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iii)

              	
                If,
      during the Protected Period, (1) the Company shall terminate Employee
      other than for Cause or Disability or (2) Employee shall terminate
      Employee’s employment for a Good Reason, the Company shall pay to
      Employee, by certified or bank cashier’s check or wire transfer within
      five business days after the Date of Termination, an amount equal to: (A)
      three times the sum of Employee’s Base Salary and Bonus Amount; plus (B)
      that portion of Employee’s Base Salary earned, and vacation pay vested for
      the prior year and accrued for the current year to the Date of
      Termination, but not paid or used, and all other amounts previously
      deferred by Employee or earned but not paid as of such date under all
      Company bonus or pay plans or programs.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (iv)

              	
                If
      any payment due under the terms of this Agreement is not timely made or
      otherwise withheld by the Company, its successors or assigns, interest
      shall accrue on such payment at the highest maximum legal rate permissible
      under applicable law from the date such payment first became due through
      the date of payment thereof.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (v)

              	
                In
      the event that any payment or benefit received or to be received by
      Employee pursuant to the terms of this Agreement or any other plan,
      arrangement or agreement with (A) the Company, (B) any Person whose
      actions result in a “change in control” (for purposes of Section 280G of
      the Internal Revenue Code (the “Code”)) or (C) any Person affiliated with
      the Company or such Person) (all such payments and benefits being
      hereinafter called “Total Payments”) would be subject to the excise tax
      imposed under Section 280G of the Code, the Company shall pay to Employee
      such additional amount (the “Gross-Up Payment”) such that the net amount
      retained by Employee, after deduction of any excise tax imposed under
      Section 4999 of the Code (the “Excise Tax”) on the Total Payments and all
      federal, state and local taxes, including the Excise Tax, upon the
      Gross-Up Payment, shall be equal to the Total Payments.  For
      purposes of determining the amount of the Gross-Up Payment, Employee shall
      be deemed to pay federal income tax at the highest marginal rate of
      federal income taxation in the calendar year in which the Gross-Up Payment
      is to be made and state and local income taxes at the highest marginal
      rate of taxation in the state and locality of Employee’s residence on the
      date on which the Gross-Up Payment is calculated for purposes of this
      subparagraph.  In the event that the Excise Tax is subsequently
      determined to be less than the amount taken into account hereunder,
      Employee shall repay to the Company, at the time that the amount of such
      reduction in Excise Tax is finally determined, the portion of the Gross-Up
      Payment attributable to such reduction (plus that portion of the Gross-Up
      Payment being repaid by Employee to the extent that such repayment results
      in a reduction in Excise Tax and/or a federal, state or local income tax
      deduction) plus interest on the amount of such repayment at the rate
      provided in Section 1274(b)(2)(B) of the Code.  In the event
      that the Excise Tax is determined to exceed the amount taken into account
      hereunder (including by reason of any payment the existence or amount of
      which cannot be determined at the time of the Gross-Up Payment), the
      Company shall make an additional Gross-Up Payment in respect of such
      excess (plus any interest, penalties or additions payable by Employee with
      respect to such excess) at the time that the amount of such excess if
      finally determined.  Employee and the Company shall each
      reasonably cooperate with the other in connection with any administrative
      or judicial proceedings concerning the existence or amount of liability
      for Excise Tax with respect to the Total Payments.  The parties
      intend that the Gross-Up Payment be determined in a manner that is most
      favorable to Employee.

              
	 
      	 
      	 
      	 
      
	 
      	
                5.

              	
                No Mitigation or
      Offset.  The provisions of this Agreement are not
      intended to, nor shall they be construed to, require that Employee
      mitigate the amount of any payment provided for in this Agreement by
      seeking or accepting other employment, nor shall the amount of any payment
      provided for in this Agreement be reduced by any compensation earned by
      Employee as the result of employment by another employer or
      otherwise.  Without limitation of the foregoing, the Company’s
      obligations to make the payments to Employee required under this Agreement
      shall not be affected by any set off, counterclaim, recoupment, defense or
      other claim, right or action that the Company may have against
      Employee.

              
	 
      	 
      	 
      	 
      
	 
      	
                6.

              	
                Successors;
      Binding Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (i)

              	
                The
      Company will require any successor, whether direct or indirect, by
      purchase, merger, consolidation or otherwise, to all or substantially all
      of the business and/or assets of the Company, by agreement in form and
      substance reasonably satisfactory to Employee, expressly to assume and
      agree to perform this Agreement in the same manner and to the same extent
      as the Company would have been required if no such succession had taken
      place.  Failure of the Company to obtain such agreement prior to
      the effectiveness of any such succession shall be a breach of this
      Agreement and shall entitle Employee to payment from the Company in the
      same amount and on the same terms as Employee would be entitled hereunder
      if Employee had terminated Employee’s employment for Good Reason, except
      that for purposes of implementing the foregoing, the date on which any
      such succession becomes effective shall be deemed the Date of
      Termination.  As used in this Agreement, “Company” shall mean
      the Company as hereinbefore defined and any successor to its business
      and/or assets as aforesaid that executes and delivers the agreement
      provided for in this Section 6 or which otherwise becomes bound by all the
      terms and provisions of this Agreement by operation of
  law.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                (ii)

              	
                This
      Agreement shall inure to the benefit of and be enforceable by Employee’s
      personal or legal representatives, executors, administrators, successors,
      heirs, distributees, devisees and legatees.  If Employee should
      die while any amounts would still be payable to Employee hereunder if
      Employee had continued to live, all such amounts shall be paid in
      accordance with the terms of this Agreement to Employee’s beneficiary as
      filed with the Company pursuant to this Agreement or, if there be no such
      designated beneficiary, to Employee’s estate.

              
	 
      	 
      	 
      	 
      
	 
      	
                7.

              	
                Notice.  All
      notices, consents, waivers, and other communications required under this
      Agreement must be in writing and will be deemed to have been duly given
      when (a) delivered by hand (with written confirmation of receipt), (b)
      sent by facsimile (with confirmation of receipt), provided that a copy is
      mailed by certified mail, return receipt requested, or (c) when received
      by the addressee, if sent by a nationally recognized overnight delivery
      service, in each case to the appropriate addresses and facsimile numbers
      set forth below (or to such other addresses and facsimile numbers as a
      party may designate by notice to the other parties):

              
	 
      	 
      	 
      	 
      
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 
      	
                If
      to the Company:

                 

              
	 
      	 
      	
                Cyberonics,
      Inc.

                Vice
      President, Human Resources

                100
      Cyberonics Boulevard

                Houston,
      TX  77058

                Facsimile
      No.:  281-228-7535

              
	 
      	 
      	 
      	 
      
	 
      	
                If
      to Employee:

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                James
      Reinstein

                311
      Offerson Road #225

                Beaver
      Creek, Colorado 81620

                 

              
	 
      	 
      	 
      	 
      
	 
      	
                8.

              	
                Miscellaneous.  No
      provisions of this Agreement may be modified, waived or discharged unless
      such waiver, modification or discharge is agreed to in writing signed by
      Employee and by the Chairman of the Board or an authorized officer of the
      Company.  No waiver by either party hereto at any time of any
      breach by the other party hereto of, or compliance with, any condition or
      provision of this Agreement to be performed by such other party shall be
      deemed a waiver of similar or dissimilar provisions or conditions at the
      same or at any prior or subsequent time.

              
	 
      	 
      	 
      	 
      
	 
      	
                9.

              	
                Validity.  The
      interpretation, construction and performance of this Agree­ment shall
      be governed by and construed and enforced in accordance with the laws of
      the State of Texas without regard to conflicts of laws
      principles.  The invalidity or unenforceability of any
      provisions of this Agreement shall not affect the validity or
      enforceability of any other provision of this Agreement, each of which
      shall remain in full force and effect.

              
	 
      	 
      	 
      	 
      
	 
      	
                10.

              	
                Counterparts.  This
      Agreement may be executed in one or more counter­parts, each of which
      shall be deemed to be an original but all of which together shall
      constitute one and the same instrument.

              
	 
      	 
      	 
      	 
      
	 
      	
                11.

              	
                Descriptive Headings.
      Descriptive headings are for convenience only and shall not control
      or affect the meaning or construction of any provision of this
      Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	
                12.

              	
                Corporate
      Approval.  This Agreement has been approved by the Board,
      and has been duly executed and delivered by Employee and on behalf of the
      Company by its duly authorized representative.

              
	 
      	 
      	 
      	 
      
	 
      	
                13.

              	
                Disputes.  The
      parties agree to resolve any claim or controversy arising out of or
      relating to this Agreement by binding arbitration under the Federal
      Arbitration Act before one arbitrator in the City of Houston, State of
      Texas, administered by the American Arbitration Association under its
      Commercial Arbitration Rules, and judgment on the award rendered by the
      arbitrator may be entered in any court having jurisdiction
      thereof.  The Company shall reimburse Employee, on a current
      basis, for all legal fees and expenses incurred by Employee in connection
      with any dispute arising under this Agreement, including, without
      limitation, the fees and expenses of the arbitrator, unless the arbitrator
      finds Employee brought such claim in bad faith, in which event each party
      shall pay its own costs and expenses and Employee shall repay to the
      Company any fees and expenses previously paid on Employee’s behalf by the
      Company.

                 

                The
      parties stipulate that the provisions hereof shall be a complete defense
      to any suit, action, or proceeding instituted in any federal, state, or
      local court or before any administrative tribunal with respect to any
      controversy or dispute arising during the period of this Agreement and
      which is arbitrable as herein set forth.  The arbitration
      provisions hereof shall, with respect to such controversy or dispute,
      survive the termination of this Agreement.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                IN WITNESS WHEREOF, the
      Company and Employee have executed this Agreement in multiple counterparts
      effective for all purposes as of the Effective
  Date.

              


      

      


      


      


      


      
        	 
      	 
      	
                CYBERONICS,
      INC.

              
	 
      	 
      	 
      	 
      
	 
      	 
      	
                By:

              	 
      
	 
      	 
      	 
      	
                George
      E. Parker III

              
	 
      	 
      	 
      	
                Interim
      Chief Operating Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                EMPLOYEE

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                James
      Reinstein