Employment Agreement



 










Exhibit 10.4




EMPLOYMENT AGREEMENT




     THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of the 16th day of September,
2004, by and between Applica Consumer Products, Inc., a Florida corporation with its principal
place of business at 5980 Miami Lakes Drive, Miami Lakes, Florida (the “Company”), and Brian
Guptill, an individual residing in the State of Florida (the “Employee”).



RECITALS:




     A. The Employee is currently employed as the Vice President – Engineering of the Company.



     B. The Employee possesses knowledge of the business and affairs of the Company and its
subsidiaries, their policies, methods and personnel.



     C. The Company recognizes that the Employee has contributed to the growth and success of the
Company and its subsidiaries, and desires to assure the Company and its subsidiaries of the
Employee’s continued employment and to compensate him therefor.



     D. The Employee is willing to make his services available to the Company on the terms and
conditions hereinafter set forth.



AGREEMENT




     Therefore, in consideration of the premises, mutual covenants and agreements of the parties
contained herein, and other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the Company and the Employee hereby agree as follows:



     1. Employment. Commencing on the date hereof, the Company shall employ the Employee
and the Employee shall accept employment by the Company, upon the terms and conditions set forth in
this Agreement.



     2. Term. The term of employment (the “Term”) of this Agreement shall begin on the
date hereof and, except as otherwise provided in Sections 7, 8, 9 and 10 below, shall end on June
30, 2005. The Term shall automatically renew for successive one-year terms, unless sooner
terminated as provided herein or unless either party gives notice at least 30 days prior to the end
of the Term that such party does not intend to renew the Term.



     3. Duties. The Employee will have such duties as are assigned or delegated to the
Employee by the Chief Executive Officer and President of the Company, and will initially serve as
the Senior Vice President – Engineering of the Company. The Employee will devote his entire
business time, attention, skill, and energy exclusively to the business of the Company and its
subsidiaries, will use his best efforts to promote the success of the Company and its



 









 





subsidiaries,
and will cooperate fully with the Board in the advancement of the best interests of the Company and
its subsidiaries.




     4. Compensation. During the Term, the Company shall compensate Employee as follows:



          (a) Salary. The Company shall pay Employee an annual salary of $245,024 (the
“Annual Base Salary”), to be distributed in equal periodic installments according to the
Company’s customary payroll practices.



          (b) Annual Bonus. The Employee shall be entitled to receive incentive
compensation (the “Incentive Compensation”) for each year during the Term as determined in
the sole discretion of the Board of Directors of the Company (the “Board”) and the President
and Chief Executive Officer of the Company.



     5. Expense Reimbursement and Other Benefits.



          (a) Reimbursement of Expenses. During the term of Employee’s employment
hereunder, the Company, upon the submission of proper substantiation in accordance with
Company policy, including copies of all relevant invoices, receipts or other evidence
reasonably requested by the Company, by the Employee, shall reimburse the Employee for all
reasonable expenses actually paid or incurred by the Employee in the course of and pursuant
to the business of the Company.



          (b) Executive Benefits. Employee shall participate in the Company’s Group
Health and Hospitalization Plan, Group Life Insurance Plan, Group Disability Insurance Plan
and all other insurances, or insurance plans (collectively, the “Welfare Benefits”).



          (c) Stock Options. During the Term of this Agreement, the Employee shall be
eligible to be granted options to acquire shares of the Common Stock of Applica Incorporated
(“Applica”) under (and therefore subject to all terms and conditions of) the Applica stock
option plans as then in effect, and all rules and regulations of the Securities and Exchange Commission applicable to stock
option plans. Such options will contain such restrictions as required by the Applica Board
or the applicable committee of such Board charged with administration of the stock option
plan. The number of shares of Common Stock subject to the stock options shall be adjusted
for any subsequent stock splits, stock dividends or similar recapitalizations of Applica’s
Common Stock which results in an increase or decrease of the number of shares of outstanding
Common Stock of Applica. The number of options and terms and conditions of options shall be
determined in the sole discretion of the Board, or applicable committee thereof, and shall
be based on several factors, including the performance of the Company on a consolidated
basis.



          (d) Automobile. During the Term, the Company shall provide Employee with an
automobile allowance of $900 monthly.



          (e) Vacation. During the Term, the Employee will be entitled to three weeks’
paid vacation for each year. The Employee will also be entitled to
the paid holidays and other



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paid leave set forth in the Company’s policies. Vacation days and holidays during any
fiscal year that are not used by the Employee during such fiscal year may not be carried
over and used in any subsequent fiscal year.




     6. Restrictions.



          (a) Non-Competition. During the Term and for a one year period after the
termination of the Term for any reason, the Employee shall not, directly or indirectly,
engage or invest in, own, manage, operate, finance, control, or participate in any manner in
the ownership, management, operation, financing, or control of, be employed by, associated
with, or in any manner connected with, lend his name or any similar name to, lend his credit
to or render services or advice to, purchase product from or distribute on behalf of
(whether as an employee, officer, director, partner, agent, security holder, creditor,
consultant or otherwise), any person or entity that directly or indirectly (or through any
affiliated entity) engages in competition with the Company (for this purpose, any business
that engages in the manufacture or distribution of products similar to those products
manufactured or distributed by the Company at the time of termination of the Agreement shall
be deemed to be in competition with the Company); provided that such provision shall not
apply to the Employee’s ownership of Common Stock of Applica or the acquisition by the
Employee, solely as an investment, of any issuer that is registered under Section 12(b) or
12(g) of the Securities Exchange Act of 1934, as amended, and that are listed or admitted
for trading on any United States national securities exchange or that are quoted on the
National Association of Securities Dealers Automated Quotations System, or any similar
system or automated dissemination of quotations of securities prices in common use, so long
as the Employee does not control, acquire a controlling interest in or become a member of a
group which exercises direct or indirect control or, more than one percent of any class of
capital stock of such corporation.



          (b) Nondisclosure. During the Term and after the termination of the Term for any
reason, the Employee shall not at any time divulge, communicate, use to the detriment of the
Company or for the benefit of any other person or persons, or misuse in any way, any Confidential
Information (as hereinafter defined) pertaining to the business of the Company. Any Confidential
Information or data now or hereafter acquired by the Employee with respect to the business of the
Company shall be deemed a valuable, special and unique asset of the Company that is received by the
Employee in confidence and as a fiduciary, and Employee shall remain a fiduciary to the Company
with respect to all of such information. For purposes of this Agreement, “Confidential
Information” means information disclosed to the Employee or known by the Employee as a consequence
of or through his employment by the Company (including information conceived, originated,
discovered or developed by the Employee) prior to or after the date hereof, and not generally
known, about the Company or its business. Confidential Information shall include, but not be
limited to, any and all:




     (i) trade secrets and data concerning the past, current and planned business,
strategy, operations and affairs of the Company, data, know-how, compositions,
processes, designs, sketches, photographs, graphs, drawings, samples, inventions and
ideas, past, current, and planned research and development, customer lists, client
lists,



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agent lists, current and anticipated customer and client requirements, price
lists, commission information, market studies, business plans, computer software and programs (including object code and
source code), computer software and database technologies, systems, concepts, ideas,
designs, methods and information relating directly or indirectly to the Company;




     (ii) information concerning the past, current and planned business, strategy,
operations and affairs of the Company, which includes historical financial
statements, financial projections and budgets, historical and projected income,
capital spending budgets and plans, the names and backgrounds of key personnel,
suppliers, distributors, manufacturers, customers and clients, and any and all
information relating to contracts and agreements with such persons, however
documented; and




     (iii) notes, analysis, compilations, studies, summaries, and other material prepared by
or for the Company containing or based, in whole or in part, on any information included in
the foregoing.



          Notwithstanding the foregoing, nothing herein shall be deemed to restrict the Employee
from disclosing Confidential Information to the extent required by law; provided, however,
that the Employee provides prior notice of such disclosure to the Company and provides the
Company with a reasonable opportunity to prevent, limit or protect such disclosure. None of
the foregoing obligations and restrictions apply to any Confidential Information that the
Employee demonstrates was or became generally available to the public other than as a result
of disclosure by the Employee.



          (c) Nonsolicitation of Employees and Clients. During the Term and for a one
year period after the termination of the Term for any reason, the Employee shall not,
directly or indirectly, for himself or for any other person, firm, corporation, partnership,
association or other entity, other than in connection with the performance of Employee’s
duties under this Agreement, (a) employ or attempt to employ or enter into any contractual
arrangement with any employee or former employee of the Company, unless such employee or
former employee has not been employed by the Company for a period in excess of six months,
(b) call on or solicit any of the actual or targeted prospective customers or clients of the
Company on behalf of any person or entity in connection with any business competitive with
the business of the Company, (c) make known the names and addresses of such customers or
clients or any information relating in any manner to the Company’s trade or business
relationships with such customers or clients (unless the Employee can demonstrate that such
information was or became generally available to the public other than as a result of a
disclosure by the Employee) and/or (d) interfere with the Company’s relationship with any
person, including employees, consultants, contractors, suppliers, distributors, clients, or
customers of Company.



          (d) Ownership of Developments. All copyrights, patents, trade secrets, or
other intellectual property rights associated with any ideas, concepts, techniques,
inventions, processes, or works of authorship developed or created by Employee during the
course of performing work for the Company or its customers (collectively, the “Work
Product”) shall belong exclusively to the Company and shall, to the extent possible, be
considered a work made



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by the Employee for hire for the Company within the meaning of Title
17 of the United States Code. To the extent the Work Product may not be considered work
made by the Employee for hire for the Company, the Employee agrees to assign, and
automatically assign at the time of creation of the Work Product, without any requirement of
further consideration, any right, title, or interest the Employee may have in such Work
Product. Upon the request of the Company, the Employee shall take such further actions,
including execution and delivery of instruments of conveyance, as may be appropriate to give
full and proper effect to such assignment.




          (e) Books and Records. All books, records, and accounts relating in any manner to the
customers of the Company, whether prepared by the Employee or otherwise coming into the Employee’s
possession, shall be the exclusive property of the Company and shall be returned immediately to the
Company on termination of the Employee’s employment hereunder or on the Company’s request at any
time. The Employee will not remove from the Company’s premises any other proprietary or
confidential document, agreement, record, notebook, plan, model, component, device, or computer
software or code, whether embodied in a disk or in any other form (collectively, the “Proprietary
Items”). The Employee recognizes that, as between the Company and the Employee, all of the
Proprietary Items, whether or not developed by the Employee, are the exclusive property of the
Company. Upon termination of this Agreement by either party, or upon the request of the Company during
the term of this Agreement, the Employee will promptly return to the Company all of the Proprietary
Items in the Employee’s possession or subject to the Employee’s control, and the Employee shall not
retain any copies or other physical embodiment of any of the Proprietary Items.



          (f) Definition of Company. Solely for purposes of this Section 6, the term
“Company” shall mean Applica, along with its current direct and indirect subsidiaries, any
existing or future subsidiaries of Applica that are operating during the time periods
described herein and any other entities that directly or indirectly, through one or more
intermediaries, control, are controlled by or are under common control with Applica during
the periods described herein.



          (g) Acknowledgment by Employee. The Employee acknowledges and confirms that (a)
the restrictive covenants contained in this Section 6 are reasonably necessary to protect
the legitimate business interests of the Company, and (b) the restrictions contained in this
Section 6 (including without limitation the length of the term of the provisions of this
Section 6) are not overbroad, overlong, or unfair and are not the result of overreaching,
duress or coercion of any kind. The Employee further acknowledges and confirms that his
full, uninhibited and faithful observance of each of the covenants contained in this Section
6 will not cause him any undue hardship, financial or otherwise, and that enforcement of
each of the covenants contained herein will not impair his ability to obtain employment
commensurate with his abilities and on terms fully acceptable to him or otherwise to obtain
income required for the comfortable support of him and his family and the satisfaction of
the needs of his creditors. The Employee acknowledges and confirms that his special
knowledge of the business of the Company is such as would cause the Company serious injury
or loss if he were to use such ability and knowledge to the benefit of a competitor or were
to compete with the Company in violation of the terms of this Section 6. The Employee
further acknowledges that the restrictions contained in this Section 6



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are intended to be,
and shall be, for the benefit of and shall be enforceable by, the Company’s successors and
assigns.




          (h) Reformation by Court. In the event that a court of competent jurisdiction
shall determine that any provision of this Section 6 is invalid or more restrictive than
permitted under the governing law of such jurisdiction, then only as to enforcement of this
Section 6 within the jurisdiction of such court, such provision shall be interpreted and
enforced as if it provided for the maximum restriction permitted under such governing law.



          (i) Extension of Time. If the Employee shall be in violation of any provision
of this Section 6, then each time limitation set forth in this Section 6 shall be extended
for a period of time equal to the period of time during which such violation or violations
occur. If the Company seeks injunctive relief from such violation in any court, then the
covenants set forth in this Section 6 shall be extended for a period of time equal to the
pendency of such proceeding including all appeals by the Employee.



          (j) Survival. The provisions of this Section 6 shall survive the termination
of this Agreement, as applicable.



          (k) Injunctive Relief. The Employee acknowledges that the injury that would be
suffered by the Company as a result of a breach of any provision of this Section 6 would be
irreparable and that an award of monetary damages for such a breach would be an inadequate remedy.
Consequently, the Employee consents to, and the Company will have the right (in addition to any
other rights it may have) to request, the issuance of a temporary restraining order or a
preliminary or permanent injunction to prohibit or restrain any breach or threatened breach or
otherwise to specifically enforce any provision of this Section 6, or to maintain the status quo
pending the outcome of any proceeding which may be initiated. The Company will not be obligated to
post bond or other security in seeking such relief.



     7. Termination for Cause.



          (a) The Company shall have the right to terminate the Term and the Employee’s
employment hereunder for Cause (as defined below). Upon any termination pursuant to this
Section 7, the Company shall pay to the Employee any unpaid Annual Base Salary through the
effective date of termination specified in such notice. The Company shall have no further
liability hereunder (other than for reimbursement for reasonable business expenses incurred
prior to the date of termination, subject, however, to the provisions of Section 5(a)).



          (b) For purposes hereof, the term “Cause” shall mean: (i) the Employee’s failure to
perform his duties hereunder; (ii) the Employee’s failure to adhere to any written policy of
the Company; (iii) the appropriation (or attempted appropriation) of a business opportunity
of the Company, including attempting to secure or securing any personal profit in connection
with any transaction entered into on behalf the Company; (iv) the misappropriation (or
attempted misappropriation) of any of the Company’s funds or property; (v) the conviction
of, the indictment for (or its procedural equivalent), or the entering of a guilty plea or
plea of no contest



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with respect to, a felony, the equivalent thereof, or any other crime
with respect to which imprisonment is a possible punishment; (vi) the commission by the
Employee of any act which shocks, insults and offends the community and ridicules public
morals and decency, or (vii) any gross or willful improper conduct of the Employee.




     8. Termination Without Cause. At any time the Company shall have the right to
terminate the Term and the Employee’s employment hereunder by written notice to the Employee. Upon
any termination pursuant to this Section 8 (that is not a termination under any of Sections 7, 9,
or 10), the Company shall pay to the Employee a lump sum equal to the sum of (A) the Annual Base
Salary at the date of termination, and (B) the Incentive Compensation for the prior year.
Further, any Applica stock option granted to Employee which are vested shall be exercisable
immediately and the Applica stock acquired pursuant to such exercise may be sold by Employee
subject to no restrictions by the Company whatsoever (other than those imposed by federal and state
securities laws). The Company shall have no further liability hereunder (other than for
reimbursement for reasonable business expenses incurred prior to the date of termination, subject,
however, to the provisions of Section 5(a)).



     9. Termination by Employee.



          (a) The Employee shall at all times have the right, upon 30 days written notice to the
Company, to terminate the Term and his employment hereunder.



          (b) Upon any termination pursuant to this Section 9 by the Employee without Good Reason
(as defined below), the Company shall pay to the Employee any unpaid Annual Base Salary
through the effective date of termination specified in such notice. The Company shall have
no further liability hereunder (other than for reimbursement for reasonable business
expenses incurred prior to the date of termination, subject, however, to the provisions of
Section 5(a)).



          (c) Upon any termination pursuant to this Section 9 by the Employee for Good Reason,
the Company shall pay to the Employee the same amounts that would have been payable by the
Company to the Employee under Section 8 of this Agreement if the Employee’s employment had
been terminated by the Company without Cause. The Company shall have no further liability
hereunder (other than for reimbursement for reasonable business expenses incurred prior to
the date of termination, subject, however, to the provisions of Section 5(a)).



          (d) For purposes of this Agreement, “Good Reason” shall mean any failure by the Company
to comply with any of the material provisions of Section 4 of this Agreement, other than an
isolated, insubstantial and inadvertent failure not occurring in bad faith and which is
remedied by the Company promptly after receipt of notice thereof given by the Employee.



     10. Change in Control.



          (a) In the event that (i) a Change in Control (as defined in paragraph (b) of this
Section 10) of Applica shall occur during the Term, and (ii) prior to the earlier of the
expiration of the Term and one year after the date of the Change in Control, the Term and



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Employee’s employment with the Company is terminated by the Company without Cause, as
defined in Section 7(b) or the Employee terminates the Term and his employment for Good
Reason, as defined in Section 9(d), the Company shall (1) pay to the Employee any unpaid
Annual Base Salary through the effective date of termination, (2) pay to the Employee the
Incentive Compensation, if any, not yet paid to the Employee for any year prior to such
termination, at such time as the Incentive Compensation otherwise would have been payable to
the Employee, (3) at the time of such termination, pay to the Employee a lump sum equal to
the sum of (A) the Annual Base Salary at the date of termination multiplied by 1.5, and (B)
the Incentive Compensation for the prior year multiplied by 1.5. Further, any Company stock
option granted to Employee shall be exercisable immediately and the Company stock acquired
pursuant to such exercise may be sold by Employee subject to no restrictions by Company
whatsoever (other than those imposed by federal and state securities laws). The Company
shall have no further liability hereunder (other than for reimbursement for reasonable
business expenses incurred prior to the date of termination, subject, however, to the
provisions of Section 5(a)).




          (b) For purposes of this Agreement, the term “Change in Control” shall mean:




          (i) Approval by the shareholders of Applica of (x) 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 Applica
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, or (y) a
liquidation or dissolution of Applica or (z) the sale of all or substantially all
of the assets of Applica (unless such reorganization, merger, consolidation or other
corporate transaction, liquidation, dissolution or sale is subsequently abandoned);
or




          (ii) Individuals who, as of the date hereof, constitute the Board of Directors
of Applica (as of the date hereof the “Incumbent Board”) cease for any reason to
constitute at least a majority of the Board, provided that any person becoming a
director subsequent to the date hereof whose election, or nomination for election by
Applica’s shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board (other than an election or nomination
of an individual whose initial assumption of office is in connection with an actual
or threatened election contest relating to the election of the Directors of Applica,
as such terms are used in Rule 14a-11 of Regulation 14A promulgated under the
Securities Exchange Act) shall be, for purposes of this Agreement, considered as
though such person were a member of the Incumbent Board; or




          (iii) The acquisition (other than from Applica) by any person, entity or
“group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities
Exchange Act (excluding, for this purpose, Applica or its subsidiaries, or any
employee benefit plan of Applica or its subsidiaries) which acquires beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Securities
Exchange Act), of 20% or more of either



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the then outstanding shares of Applica’s
Common Stock or the combined voting power of the Applica’s then outstanding voting
securities entitled to vote generally in the election of directors.



          (c) The payments made pursuant to paragraph (a) above shall be in lieu of any and all
compensation due to Employee for the years that would otherwise be remaining in the Term.
Upon receipt of said lump sum payment, this Agreement and all rights and duties of the
parties shall be terminated, except as follows. In consideration for such lump sum payment
and for the right to terminate under the conditions set forth above, Employee agrees to
consult with the Company (or its successors), and its officers if requested to do so for a
period of at least two years from the date of such termination. However, Employee shall be required to devote only such part of his time to such services as
Employee believes reasonable in Employee’s sole discretion, and the time and date such
services are offered shall be determined by Employee so long as that time and date is within
a reasonable period of time after the request. It is expressly agreed that the Company’s
rights to avail itself of the advice and consultation services of Employee shall at all
times be exercised in a reasonable manner, that adequate notice shall be given to Employee
in such events, and that non-compliance with any such request by Employee for good reason,
including, but not limited to, ill health or prior commitments, shall not constitute a
breach or violation of this Agreement. Employee agrees that, except for reimbursement of
all reasonable expenses incurred by him with respect to such consultation and advisory
services, payable as such consultation and advisory services are rendered, he shall not be
entitled to any further compensation. It is understood that in furnishing any advisory and
consulting services provided herein, Employee shall not be an employee of the Company but
shall act in the capacity of independent contractor.



     11. Waivers. It is understood that either party may waive the strict performance of
any covenant or agreement made herein; however, any waiver made by a party hereto must be duly made
in writing in order to be considered a waiver, and the waiver of one covenant or agreement shall
not be considered a waiver of any other covenant or agreement unless specifically in writing as
aforementioned.



     12. Savings Provisions. The invalidity, in whole or in part, of any covenant or
restriction, or any section, subsection, sentence, clause, phrase or word, or other provisions of
this Agreement, as the same may be amended from time to time shall not affect the validity of the
remaining portions thereof.



     13. Governing Law. This Agreement shall be construed in accordance with and governed
by the laws of the State of Florida without giving effect to its choice of law provision.



     14. Notices. If either party desires to give notice to the other in connection with
any of the terms and provisions of this Agreement, said notice must be in writing and shall be
deemed given when (a) delivered by hand (with written confirmation of receipt), (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed by registered
mail, return receipt requested, or (c) when received by the addressee, if sent by a nationally
recognized overnight delivery service (receipt requested), in each case addressed to the party for



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whom it is intended as follows (or such other addresses as either party may designated by notice to
the other party):




	 	 	 
	If to the Company:

	 	Applica Consumer Products, Inc.
	

	 	5980 Miami Lakes Drive
	

	 	Miami Lakes, Florida 33014
	

	 	Attn: Corporate Secretary
	 
	 	 
	If to Employee:

	 	At the most recent home address of Employee on the
official records of the Company






     15. Default. In the event either party defaults in the performance of its obligations
under this Agreement, the non-defaulting party may, after giving 30 days notice to the defaulting
party to provide a reasonable opportunity to cure such default, proceed to protect its rights by
suit in equity, action at law, or, where specifically provided for herein, by arbitration, to
enforce performance under this Agreement or to recover damages for breach thereof, including all
costs and attorneys’ fees, whether settled out of court, arbitrated, or tried (at both trial and
appellate levels).



     16. Section 162(m) Limits.



     Notwithstanding any other provision of this Agreement, if and to the extent that any
remuneration payable by the Company to the Employee for any year would exceed the maximum amount of
such remuneration that the Company may deduct for that year by reason of Section 162(m) of the
Code, payment of the portion of the remuneration for that year that would not be so deductible
under Section 162(m) shall, in the sole discretion of the Board, be deferred so that it shall
become payable at such time or times as the Board reasonably determines that it would be deductible by the Company under Section 162(m), with interest at the “short-term
applicable federal rate” as such term is defined in Section 1274(d) of the Code.



     17. No Third Party Beneficiary. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person, other than the Company, the
parties hereto and their respective heirs, personal representatives, legal representatives,
successors and assigns, any rights or remedies under or by reason of this Agreement.



     18. Waiver of Jury Trial. ALL PARTIES KNOWINGLY WAIVE THEIR RIGHTS TO REQUEST A TRIAL
BY JURY IN ANY LITIGATION IN ANY COURT OF LAW, TRIBUNAL OR LEGAL PROCEEDING INVOLVING THE PARTIES
HERETO OR ANY DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT.



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     IN WITNESS WHEREOF, the Company, by its appropriate officer, signed this Agreement and
Employee has signed this Agreement, as of the day and year first above written.



	 	 	 	 	 
	 

	APPLICA CONSUMER PRODUCTS, INC.	 	 
	 
	 	 	 	 
	

	By:  	/s/ David D. Warren	 	 
	

	 	

	 	 
	

	Name: David D. Warren	 	 
	

	Its: Senior Vice
President - HR	 	 
	 
	 	 	 	 
	

	EMPLOYEE	 	 
	 
	 	 	 	 
	

	/s/ Brian Guptill	 	 
	

	

	 	 
	

	Brian Guptill	 	 







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