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Exhibit 10.45  


 
 

SEPRACOR INC.
  
    SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION    
    



        Sepracor Inc. (the "Company") does not pay directors who are also employees of the Company any additional compensation for their service as a director. The
Company does pay its non-employee directors for their service as directors. 


        As
of March 15, 2005, the following represent the compensation program for each of the Company's non-employee directors: 



	•
	an
option to purchase 20,000 shares of common stock upon initial election to the board, such stock option terminating on the earlier to occur of ten years after the date of
grant or 90 days after the optionee ceases to serve as a director or employee of the Company (or one year in the case of disability or death) and vesting in equal installments over five years;



	•
	an
option to purchase 20,000 shares of common stock annually upon re-election to the board at the annual meeting of stockholders, such stock option terminating
on the earlier to occur of ten years after the date of grant or 90 days after the optionee ceases to serve as a director or employee of the Company (or one year in the case of disability or
death) and vesting on the first anniversary of such director's re-election;



	•
	the
lead director receives an additional stock option to purchase 2,500 shares of common stock upon re-election, such stock option having the same terms as the
stock option described in the prior bullet;



	•
	$25,000
per year for service as a director;



	•
	$2,500
for each meeting of the board of directors attended;



	•
	audit
committee members, other than the chairman of the committee, receive an additional $10,000 per year for their service on the committee;



	•
	the
chairman of the audit committee receives an additional $12,000 per year for his service on the committee;



	•
	compensation
committee members, other than the chairman of the committee, receive an additional $5,000 per year for their service on the committee;



	•
	the
chairman of the compensation committee receives an additional $6,000 per year for his service on the committee; and



	•
	expense
reimbursement for attending board and committee meetings. 
















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SEPRACOR INC. SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION
UNPUBLISHED

UNITED STATES COURT OF APPEALS

FOR THE FOURTH CIRCUIT

No. 12-4904

UNITED STATES OF AMERICA,

Plaintiff - Appellee,

v.

ANTHONY SCOTT MILLER,

Defendant - Appellant.

Appeal from the United States District Court for the Southern 

District of West Virginia, at Beckley. Irene C. Berger, 

District Judge. (5:11-cr-00078-1)

Submitted: February 26, 2013 Decided: March 22, 2013

Before GREGORY, DUNCAN, and KEENAN, Circuit Judges.

Affirmed by unpublished per curiam opinion.

Mary Lou Newberger, Federal Public Defender, Jonathan D. Byrne, 

Appellate Counsel, David R. Bungard, Assistant Federal Public 

Defender, Charleston, West Virginia, for Appellant. R. Booth 

Goodwin II, United States Attorney, Jennifer L. Rada, Assistant 

United States Attorney, Charleston, West Virginia, for Appellee.

Unpublished opinions are not binding precedent in this circuit.
2

PER CURIAM:

Anthony Scott Miller appeals the district court 

judgment imposing a sentence of eight months’ imprisonment and a 

thirty-year term of supervised release following the revocation 

of Miller’s supervised release term. On appeal, Miller

challenges a special condition of supervised release requiring 

him to undergo a psychosexual evaluation and to participate in

any recommended treatment program. We affirm.

District courts are afforded broad latitude in 

imposing conditions of supervised release, which we review for 

abuse of discretion. United States v. Worley, 685 F.3d 404, 407 

(4th Cir. 2012). Although a particular condition of supervised 

release need not be connected to the underlying offense, id., 

the sentencing court must provide an explanation for the 

conditions it imposes. United States v. Armel, 585 F.3d 182, 

186 (4th Cir. 2009).

Miller challenges the special condition requiring 

psychosexual evaluation and compliance with treatment 

recommendations, arguing that his underlying conviction for 

failing to register and update registration as required by the 

Sex Offender Registration and Notification Act (“SORNA”), 18 

U.S.C. § 2250 (2006), does not involve actual sexual misconduct, 

and that his only sex offense conviction occurred in 2003. In 

imposing the special condition of supervised release, the 
3

district court took into account that Miller’s underlying

conviction was a SORNA violation, and considered his history and 

characteristics, including his admission to his probation 

officer that he had masturbated to images of minors. Under 

these circumstances, we find no abuse of discretion in the 

district court’s imposition of the special condition of 

supervised release.

Accordingly, we affirm the district court’s judgment. 

We dispense with oral argument because the facts and legal 

contentions are adequately presented in the materials before 

this Court and argument would not aid the decisional process.

AFFIRMED
Consent of Independent Registered Public Accounting Firm

The Board of Directors
Research Frontiers Incorporated:


We consent to the incorporation by reference in the registration
statements (No. 33-53030, 33-86910, 333-08623, 333-34163, 333-80575,
333-63374 and 333-106754) on Form S-8 and (No. 333-133858, 333-40369,
333-115052 and 333-65219 and ) on Form S-3 of Research Frontiers
Incorporated and subsidiary of our report dated March 13, 2007,
with respect to the consolidated balance sheet of Research
Frontiers Incorporated and subsidiary as of December 31, 2006,
and the related consolidated statements of operations,
shareholders' equity and cash flows for the two years then ended,
and all related financial statement schedule, which reports appear
in the December 31, 2006 annual report on Form 10-K of Research
Frontiers Incorporated and subsidiary.


                              /s/ BDO Seidman, LLP
                                  BDO Seidman, LLP

  Melville, New York
  March 21, 2007
§ 3560.616 Rates and terms. ( a ) The interest rate for on-farm labor housing loans will be 1 percent.
( b ) The term of the on-farm labor housing loan will not exceed 33 years.
( c ) Loan amortization for on-farm labor housing may be on a monthly or an annual basis.
FILED

U.S. COURT OF APPEALS

ELEVENTH CIRCUIT

March 20, 2008

THOMAS K. KAHN

CLERK

[DO NOT PUBLISH]

IN THE UNITED STATES COURT OF APPEALS

FOR THE ELEVENTH CIRCUIT

________________________

No. 07-14479

Non-Argument Calendar

________________________

D. C. Docket No. 07-20415-CR-JEM

UNITED STATES OF AMERICA, 

Plaintiff-Appellee, 

versus 

FREDERICK BRADLEY NOWELL, SR., 

Defendant-Appellant. 

________________________

Appeal from the United States District Court

for the Southern District of Florida

_________________________

(March 20, 2008)

Before BARKETT, MARCUS and WILSON, Circuit Judges.

PER CURIAM:

Frederick Bradley Nowell, Sr. appeals his conviction for mail fraud, 18
2

U.S.C. § 1341. Nowell argues that the district court abused its discretion in

denying his motion to withdraw his guilty plea. Nowell contends that he presented

a fair and just reason for withdrawing the guilty plea in the form of newly

discovered evidence. Nowell implies that his guilty plea was not knowing and

voluntary because the quality of the evidence against him was misrepresented and

the government withheld information critical to his decision to plead guilty. 

Nowell further alleges that he expressed a lack of confidence in counsel. Nowell

argues that judicial resources would not be wasted if he went to trial because the

trial would take only three or four days, and that the government would not be

prejudiced by any delay because its case was primarily documentary.

We review for an abuse of discretion the district court’s denial of a

defendant’s motion to withdraw his guilty plea, and there is an abuse of discretion

only if the denial is arbitrary or unreasonable. United States v. Brehm, 442 F.3d

1291, 1298 (11th Cir.), cert. denied, 127 S.Ct. 457 (2006).

The district court did not abuse its discretion in denying Nowell’s motion to

withdraw his guilty plea. During his change-of-plea hearing, Nowell expressly

admitted that he had engaged in the course of criminal conduct with which he was

charged, the district court determined that Nowell’s later assertions of innocence

were not credible, and Nowell presents no argument why we should reverse these
3

determinations on appeal. In light of this, Nowell’s allegations did not constitute a

fair and just reason such that the district court was required to grant the motion to

withdraw guilty plea. Accordingly, Nowell’s conviction is

AFFIRMED.
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PICTURETEL'S
BALANCE SHEET AND INCOME STATEMENT FOR THE PERIOD ENDED SEPTEMBER 30, 2000 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q FILING.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> US DOLLARS

<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               SEP-30-2000
<EXCHANGE-RATE>                                      1
<CASH>                                          21,379
<SECURITIES>                                         0
<RECEIVABLES>                                   67,658
<ALLOWANCES>                                   (3,211)
<INVENTORY>                                     28,647
<CURRENT-ASSETS>                               123,902
<PP&E>                                         170,953
<DEPRECIATION>                               (132,302)
<TOTAL-ASSETS>                                 182,492
<CURRENT-LIABILITIES>                           89,735
<BONDS>                                              0
<PREFERRED-MANDATORY>                           52,134
<PREFERRED>                                          0
<COMMON>                                           412
<OTHER-SE>                                      20,167
<TOTAL-LIABILITY-AND-EQUITY>                   182,492
<SALES>                                        196,251
<TOTAL-REVENUES>                               196,251
<CGS>                                          151,126
<TOTAL-COSTS>                                  151,126
<OTHER-EXPENSES>                               141,293
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,147
<INCOME-PRETAX>                               (97,361)
<INCOME-TAX>                                     1,385
<INCOME-CONTINUING>                           (98,746)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (98,746)
<EPS-BASIC>                                     (2.58)
<EPS-DILUTED>                                   (2.58)


</TABLE>
AO 399 (01/09) Waiver ofllie Service ofSummons

United States District Court

for the

Northern District of Florida

United States of America, ex rel. Robert V. Smith

Plaintiff )

)

v. ) Civil Action No. 3:20CV3678/MCR/EMT

Jay A. Odom, et al. )

Defendant

WAIVER OF THE SERVICE OF SUMMONS

To: Elizabeth C. Billhimer, Esq.

(Name ofthe plaintiff's attorney or unrepresented plaintiff)

I have received your request to waive service of a summons in this action along with a copy ofthe complaint,

two copies ofthis waiver form, and a prepaid means ofreturning one signed copy ofthe form to you.

I, or the entity 1 represent, agree to save the expense ofserving a summons and complaint in this case.

I understand that 1, or the entity I represent, will keep all defenses or objections to the lawsuit, the court's

jurisdiction, and the venue ofthe action, but that I waive any objections to the absence of a summons or ofservice.

I also understand that I, or the entity I represent, must file and serve an answer or a motion under Rule 12 within

60 days from 12/16/2020 __ . the date when this request was sent (or 90 days if it was sent outside the

United States). If l fail to do so, a default judgment will be entered against me or the entity I represent.

Date: 12/16/2020

• Signature ofthe attorney or unrepresentedparty

Dawn Dawn E. Stuntz E. Stuntz

Printed name ofparty -waiving service ofsummons Printed name

4652 GulfStarr Dr

Destin, FL 32541-3715

Address

dstuntz@thejayodomgroup.com

E-mail address

(850) 654-4126

Telephone number

Duty to Avoid Unnecessary Expenses of Serving a Summons

Rule 4 ofthe federal Rules ofCivil Procedure requires certain defendants to cooperate in saving unnecessary expenses ofserving a summons and complaint. A defendant who is located in the United States and who fails to return a signed waiver ofservice requested by a plaintifflocated in the United Slates will be required to pay the expenses ofservice, unless the defendant shows good cause for the failure.

"Good cause" does not include a beliefthat the lawsuit is groundless, or that it has been brought in an improper venue, or that the court has no jurisdiction over this matter or over the defendant or the defendant's property.

Ifthe waiver is signed and returned, you can still make these and all other defenses and objections, but you cannot object to the absence of a summons or ofservice.

Ifyou waive service, then you must, within the time specified on the waiver form, serve an answer or a motion under Rule 12 on the plaintiff and file a copy with the court. By signing and returning the waiver form, you are allowed more time to respond than if a summons had been served.

Case 3:20-cv-03678-MCR-EMT Document 14 Filed 12/23/20 Page 1 of 1
IN THE SUPREME COURT OF PENNSYLVANIA

MIDDLE DISTRICT

PREMIUM TRANSPORTATION 

STAFFING, INC.

v.

ROBERT WELKER (WORKERS' 

COMPENSATION APPEAL BOARD)

PETITION OF: ROBERT WELKER

:

:

:

:

:

:

:

:

:

:

:

:

No. 684 MAL 2023

Petition for Allowance of Appeal 

from the Order of the 

Commonwealth Court

ORDER

PER CURIAM

AND NOW, this 26th day of June, 2024, the Petition for Allowance of Appeal is 

DENIED.
97-1522.

#### State ex rel. Townsend v. Conrad.

Franklin App. No. 96APD08-1057. This cause is pending before the court as an appeal from the Court of Appeals for Franklin County. Upon consideration of appellant’s application for dismissal,

IT IS ORDERED by the court that the application for dismissal be, and hereby is, granted.

ACCORDINGLY, IT IS FURTHER ORDERED by the court that this cause be, and hereby is, dismissed.
Exhibit 32.1



WRITTEN STATEMENT OF THE PRINCIPAL EXECUTIVE OFFICER AND ACTING PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350

Solely for the purposes of complying with 18 U.S.C. 1350, I, the undersigned Principal Executive Officer and acting Principal Financial Officer of Enable IPC Corporation (the "Company"), hereby certify, based on my knowledge, that the Quarterly Report on Form 10-QSB of the Company for the quarter ended September 30, 2007 (the "Report") fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 14, 2008



/s/ David A. Walker

David A. Walker

Chief Executive Officer and acting Chief Financial Officer
(Principal Executive Officer and Principal Financial Officer)
PUBLIC LAW 106–216—JUNE 20, 2000 114 STAT. 343

LEGISLATIVE HISTORY—H.R. 1953:

CONGRESSIONAL RECORD:

Vol. 145 (1999): Nov. 17, considered and passed House.

Vol. 146 (2000): June 8, considered and passed Senate.

Æ

Public Law 106–216

106th Congress

An Act

To authorize leases for terms not to exceed 99 years on land held in trust for

the Torres Martinez Desert Cahuilla Indians and the Guidiville Band of Pomo

Indians of the Guidiville Indian Rancheria.

Be it enacted by the Senate and House of Representatives of

the United States of America in Congress assembled,

SECTION 1. AUTHORIZATION OF 99-YEAR LEASES.

(a) IN GENERAL.—The first section of the Act entitled ‘‘An

Act to authorize the leasing of restricted Indian lands for public,

religious, educational, residential, business, and other purposes

requiring the grant of long-term leases’’, approved August 9, 1955

(25 U.S.C. 415(a)), is amended by inserting ‘‘lands held in trust

for the Torres Martinez Desert Cahuilla Indians, lands held in

trust for the Guidiville Band of Pomo Indians of the Guidiville

Indian Rancheria, lands held in trust for the Confederated Tribes

of the Umatilla Indian Reservation’’ after ‘‘Sparks Indian Colony,’’.

(b) EFFECTIVE DATE.—The amendment made by subsection (a)

shall apply to any lease entered into or renewed after the date

of the enactment of this Act.

SEC. 2. REVOCATION OF CHARTER OF INCORPORATION.

The request of the Stockbridge-Munsee Community of Wisconsin to surrender the charter of incorporation issued to the

Community on May 21, 1938, pursuant to section 17 of the Act

of June 18, 1934 (commonly known as the ‘‘Indian Reorganization

Act’’) is hereby accepted and that charter of incorporation is hereby

revoked.

Approved June 20, 2000.

Applicability.

25 USC 415 note.

June 20, 2000

[H.R. 1953]
Exhibit
32.1





CERTIFICATION
PURSUANT TO


18 U.S.C.
SECTION 1350,


AS
ADOPTED PURSUANT TO


SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002




Pursuant
to 18 U.S.C. § 1350, as adopted pursuant to Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned hereby certifies that
the Quarterly Report on Form 10-Q/A for the period ended September 30 2010
of Sputnik Enterprises, Inc. (the “Company”) fully complies with the
requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 and that the information contained in such Report fairly
presents, in all material respects, the financial condition and results of
operations of the Company.




Sputnik
      Enterprises, Inc.Dated:  December
      7, 2010
            By:
            /s/ David
      LaDukeDavid
      LaDukeChief
      Executive Officer/Chief Financial Officer





A
signed original of this written statement required by Section 906, or other
document authenticating, acknowledging, or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Sputnik Enterprises, Inc. and
will be retained by Sputnik Enterprises, Inc. and furnished to the Securities
and Exchange Commission or its staff upon request.
Case 1:90-cr-01020-MP Document 690 Filed 11/07/11 Page 1 of 1
§ 30.44 Class 9; foreign-grown types other than cigar leaf. No group divisions are established for any of the types in Class 9. Type designations for class 9 are based on (a) utilization, (b) curing method, or both, with no reference to physical characteristics. For tobacco stocks reporting purposes, all foreign-grown tobacco other than cigar leaf shall be designated as follows: ( a ) *Type 91.* Foreign grown tobacco commonly known a soriental or aromatic, used principally in blends of cigarette and pipe tobacco.
( b ) *Type 92.* Foreign-grown flue-cured tobacco.
( c ) *Type 93.* Foreign-cured burley tobacco.
( d ) *Type 95.* Foreign-grown dark air-cured.
( e ) *Type 96.* Foreign-grown fire-cured.
( f ) *Type 99.* Other Foreign-grown cigarette and dark tobacco.
[39 FR 5300, Feb. 12, 1979, as amended at 56 FR 25614, June 5, 1991]
#### § 3560.7 Delegation of responsibility.

The RHS Administrator may delegate, on an individual or other basis, any decision-making responsibility for Agency programs, unless otherwise noted.
<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM PICTURETEL'S
BALANCE SHEET AND INCOME STATEMENT FOR THE PERIOD ENDED APRIL 4, 1999 AND IS 
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 10-Q FILING.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               APR-04-1999
<EXCHANGE-RATE>                                      1
<CASH>                                          59,908
<SECURITIES>                                    51,782
<RECEIVABLES>                                   77,632
<ALLOWANCES>                                   (6,405)
<INVENTORY>                                     37,614
<CURRENT-ASSETS>                               229,511
<PP&E>                                         206,748
<DEPRECIATION>                               (112,392)
<TOTAL-ASSETS>                                 358,714
<CURRENT-LIABILITIES>                           99,297
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                         45
<COMMON>                                           403
<OTHER-SE>                                     203,074
<TOTAL-LIABILITY-AND-EQUITY>                   203,522
<SALES>                                         76,194
<TOTAL-REVENUES>                                76,194
<CGS>                                           51,972
<TOTAL-COSTS>                                   51,972
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               1,169
<INCOME-PRETAX>                               (24,949)
<INCOME-TAX>                                     1,021
<INCOME-CONTINUING>                           (25,970)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                  (25,970)
<EPS-PRIMARY>                                   (0.68)
<EPS-DILUTED>                                   (0.68)
        

</TABLE>
#### §§ 4279.182-4279.186 [Reserved]
114 STAT. 344 PUBLIC LAW 106–217—JUNE 20, 2000

LEGISLATIVE HISTORY—H.R. 2484:

HOUSE REPORTS: No. 106–502 (Comm. on Resources).

CONGRESSIONAL RECORD: Vol. 146 (2000):

Feb. 29, considered and passed House.

June 8, considered and passed Senate.

Æ

Public Law 106–217

106th Congress

An Act

To provide that land which is owned by the Lower Sioux Indian Community in

the State of Minnesota but which is not held in trust by the United States

for the Community may be leased or transferred by the Community without

further approval by the United States.

Be it enacted by the Senate and House of Representatives of

the United States of America in Congress assembled,

SECTION 1. APPROVAL NOT REQUIRED TO VALIDATE LAND TRANSACTIONS.

(a) IN GENERAL.—Notwithstanding any other provision of law,

without further approval, ratification, or authorization by the

United States, the Lower Sioux Indian Community in the State

of Minnesota, may lease, sell, convey, warrant, or otherwise transfer

all or any part of the Community’s interest in any real property

that is not held in trust by the United States for the benefit

of the Community.

(b) TRUST LAND NOT AFFECTED.—Nothing in this section is

intended or shall be construed to—

(1) authorize the Lower Sioux Indian Community in the

State of Minnesota to lease, sell, convey, warrant, or otherwise

transfer all or any part of an interest in any real property

that is held in trust by the United States for the benefit

of the Community; or

(2) affect the operation of any law governing leasing,

selling, conveying, warranting, or otherwise transferring any

interest in such trust land.

Approved June 20, 2000.

June 20, 2000

[H.R. 2484]