Exhibit
10.1


 


EMPLOYMENT AGREEMENT


This
EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as
of March 27, 2006 (the “Effective Date”) by and between Small World Kids, Inc.,
a Nevada corporation (the “Company”) and John Matise, an individual (“Executive”
and, together with the Company, the “Parties”).


WITNESSETH


WHEREAS,
the Company wishes to ensure that it will have the benefits of Executive’s
services on the terms and conditions hereinafter set forth; and


WHEREAS,
Executive desires to work for the Company on the terms and conditions
hereinafter set forth.


NOW,
THEREFORE, in consideration of the various covenants and agreements hereinafter
set forth, the Parties hereto agree as follows:


                1.             Employment, Acceptance and Term.
The Company hereby employs Executive, and Executive hereby accepts employment
with the Company, on the terms and conditions set forth herein. Executive’s
employment with the Company will be “at will;” in other words, during any time,
the Company may terminate Executive’s employment at any time, with or without
reason and with or without notice, and Executive may resign at any time, with
or without reason and with or without notice. As used herein, Term shall mean
the period between the Effective Date and the effective date of termination of
employment as provided herein or two years from the Effective Date, whichever
occurs first. Upon written mutual acceptance at least 90 days prior to the
second anniversary and thereafter on each anniversary of the Effective Date, the
parties can renew this contract for two (2) year extensions.


                2.             Titles, Responsibilities and Reporting. During the
Term, Executive shall serve as Chief Operating Officer. Executive shall devote
his full working time and energy, attention, skills and ability to the business
and affairs of the Company, and, on an exclusive basis, shall faithfully and
diligently endeavor to promote the business and best interests of the Company,
and shall make available to the Company all knowledge possessed by him relating
to any aspect of his duties and responsibilities hereunder. Executive shall
report solely to the Company’s Chief Executive Officer. In the performance of
Executive’s duties as Chief Operating Officer, Executive shall have such
authority and responsibilities as may reasonably be assigned to him consistent
with those typically delegated to the Chief Operating Officer, including,
without limitation, any and all services assigned to him in connection with or
relating to the operation, management or development of any other entity that
is, as of the date of this Agreement, or subsequently becomes, majority-owned
and controlled, directly or indirectly, by the Company.


                3.             Compensation


                                a
..            During the Term, the Company
shall pay Executive a base salary (the “Annual Base Salary”) of Two Hundred and
Twenty Thousand Dollars ($220,000) per annum, payable at least semi-monthly, in
accordance with the Company’s payroll practices and subject to all legally
required or customary withholdings. On each and every anniversary of the
Effective Date, Executive’s Annual Base Salary shall be increased by the
increase in


 


 

















 


the consumer price index for
the Los Angeles metropolitan statistical area over what it was during the
preceding one-year period.


                                b.             Bonuses. Executive may
receive an annual bonus, as determined and awarded by the Board from time to
time in its sole discretion.


                                c.             Stock Options.


                                                (i)
           The Company shall grant to
Executive the right (the “Option”) to purchase all or part of such number of
shares as maybe determined by the Compensation Committee of the Company’s Board
of Directors.


                                                (ii)
          The exercise price of the Option
shall be the closing price per share of the common stock of the Company on the
date of the grant of the Option.


                                                (iii)
         The Option shall vest immediately
on the Effective Date as to 25% of the shares; and, as to the remaining 75% of
the shares, the Option shall vest on a quarterly basis in equal amounts of shares
each over the course of three years.


                                                (iv)
         Notwithstanding subparagraph
3c(iii) above, the Option shall not be exercisable, in any event, after the
expiration of ten (10) years from the date of the grant hereof.


                                                (v)
          Notwithstanding subparagraphs
3c(iii) and 3c(iv) above, the Option and all rights of Executive to purchase to
the extent not theretofore exercised shall terminate upon the first to occur of
the following dates:


                                                                (A)
If Executive dies during the Term, Executive’s estate, or the person who
acquires the Option by will or the laws of descent and distribution or
otherwise by reason of the death of Executive may exercise the Option at any
time during the period of one (1) year following the date of Executive’s death,
but in each case only as to the number of shares Executive was entitled to
purchase hereunder upon exercise of the Option as of the date of death.


                                                                (B)
If Executive is terminated for any reason or resigns, the Option may be
exercised by Executive at any time during the period of one (1) year following
such termination, but in each case only as to the number of shares Executive
was entitled to purchase hereunder upon exercise of the Option as of the date
of such termination.


                                                (vi)
         The purchase of shares of Stock
as to which this Option is exercised shall be paid in full at the time of
exercise (A) in cash (including check, bank draft or money order payable to the
order of the Company), (B) by delivering to the Company shares of Common Stock
having a fair market value equal to the purchase price, or (C) any combination
of cash or Common Stock. No fraction of a share of Common Stock shall be issued
by the Company upon exercise of an option or accepted by the Company in payment
of the purchase price thereof; rather, Executive shall provide a cash payment
for such amount as is necessary to effect the issuance and acceptance of only
whole shares of Common Stock.


                                                (vii)
        To the extent that the exercise of
the Option or the disposition of shares of Stock acquired by exercise of the
Option results in compensation income to


 

















 


Executive
for federal or state income tax purposes that is subject to withholding,
Executive shall deliver to the Company at the time of such exercise or
disposition such amount of money or shares of Common Stock as the Company may
require to meet its obligation under applicable tax laws or regulations, and,
if Executive fails to do so, the Company is authorized to withhold from any
cash or Stock remuneration then or thereafter payable to Executive any tax
required to be withheld by reason of such resulting compensation income. Upon
an exercise of the Option, the Company is further authorized in its discretion
to satisfy any such withholding requirement out of any cash or shares of Common
Stock distributable to Executive upon such exercise.


                                                (viii)
       If all or any portion of the Option
shall be exercised subsequent to any share dividend, split-up,
recapitalization, merger, consolidation, combination or exchange of shares,
separation, reorganization or liquidation occurring after the date hereof, as a
result of which shares of any class of the capital stock of the Company shall
be issued in respect of the then issued and outstanding Common Stock, or Common
Stock shall be changed into the same or a different number of shares of the
same or another class or classes of the capital stock of the Company, the person
or persons so exercising the Option shall receive, for the aggregate price paid
upon such exercise, the aggregate number and class of shares of the capital
stock of the Company which, if Common Stock (as authorized at the date hereof)
had been purchased immediately prior to such event at the price per share set
forth herein, such person or persons would be holding at the time of such
exercise; provided; however, that no fractional share shall be issued upon any
such exercise, and the aggregate price paid shall be appropriately reduced on
account of any fractional shares not issued.


 


                                                (ix)           The Option is not transferable by
Executive, except in the event of his death as provided in Subsection vi(A)
above, and during his lifetime is exercisable only by him. Executive
shall have no rights as a stockholder of the Company with respect to shares of
Stock subject to the Option until payment for such shares has been made in
full.


                                                (x)
           The Option is granted and shall
be governed by the terms of the Company’s stock option plan, if any, that may
be in effect from time to time; provided, however, that to the extent of any
conflict between this Agreement, on the one hand, and the Company’s stock
option plan, on the other hand, this Agreement shall control.


                4.             Benefits 


                                a.             Staff. During the Term, the
Company shall, at its sole cost and expense, provide Executive with such
support as he may reasonably require in connection with the performance of his
duties as Chief Operating Officer of the Company.


                                b.             Expenses. During the Term,
the Company shall promptly reimburse Executive for all out-of-pocket expenses
actually incurred by him in connection with the performance of his duties
hereunder, subject to Executive’s furnishing the Company with evidence in the
form of receipts satisfactory to the Company substantiating the claimed
expenditures (such expenses being commensurate with the Board, office and
executive positions of Executive hereunder). Executive’s right to be reimbursed
for expenses incurred prior to the termination of this Agreement shall survive
termination of this Agreement.


 


 

















 


                                c.             Fringe Benefits. During the
Term, the Company shall, at its sole cost and expense, provide Executive with
all benefits and perquisites under any and all formal or informal benefit plans,
understandings, arrangements or programs, including cash bonus and incentive
plans, pension and profit sharing plans, group insurance, hospitalization,
medical, dental, health and accident and disability plans, supplemental health
care plans and plans providing for life insurance coverage (inclusive of
insurance related to accidental death or dismemberment), and medical
reimbursement plans which are available, and which shall not be less than those
currently provided, to the Company’s senior executive officers (collectively
referred to herein as the “Fringe Benefits”).


At
a minimum, the company shall supply or reimburse the cost of medical coverage
for the Executive, the Executive’s spouse and one child up to a maximum of
$1,000.00 per month.


                                d.             Vacation. Executive shall be
entitled four (4) weeks for the first calendar year with an additional one (1)
week being added for each additional year of employment with a cap of five (5)
weeks. Executive also shall be entitled to all paid holidays given to the
Company’s senior executive officers.


                                e.
            Phone etc. The Company
shall, at its cost, furnish Executive with a cellular phone, a PDA and home
office Internet and shall reimburse Executive for all charges incurred by him
in connection with the use thereof related to the performance of his duties
hereunder.


 


                5.             Withholding and other Deductions.
All compensation and benefits payable to Executive hereunder shall be subject
to such deductions as the Company is from time to time required to make
pursuant to law, governmental regulation or order.


                6.             Certain Covenants of Executive.


                                a.             Confidential Information.
Executive shall not during the Term, or at any time thereafter, (i) except
during the Term for the benefit of the Company, disclose to any person not employed
by the Company or to any person, firm or corporation not engaged to render
services to the Company, or (ii) use for the benefit of Executive, or other,
any confidential information of the Company obtained by Executive prior to the
date hereof, during the Term or at any time thereafter, including “know-how,”
trade secrets, details of supplier, manufacturer or distributor contracts,
pricing policies, financial data, operational methods, marketing and sales
information or strategies, product development techniques or plans or any
strategies relating thereto, technical processes, designs and design projects,
and other proprietary information of the Company; provided, however, that this
Paragraph 6a shall not preclude Executive from (i) upon advice of counsel, and
after reasonable notice to the Company, making any disclosure required by any
applicable law, or (ii) using or disclosing information known generally to the
public (other than information known generally to the public as a result of any
violation of this Paragraph 6a by or on behalf of Executive).


                                b.             Property of the Company. Any
interest in trademarks, service-marks, copyrights, copyright applications,
patents, patent applications, slogans, developments and processes which
Executive, during the Term, may develop relating to the business of the Company
in which the Company may then be engaged and any memoranda, notes, lists,
records and other documents (and all copies thereof) made or compiled by
Executive or made available to Executive concerning the business of the Company
shall belong to and


 


 

















 


remain in the possession of
the Company, and shall be delivered to the Company promptly upon the
termination of Executive’s services with the Company or at any other time upon
request and reasonable notice.


                                c.             Non-Interference. During the
Term and for a period of one (1) year thereafter, Executive will not induce any
person who is an employee of the Company to terminate his or her relationship
with the Company.


                                d.            Non-Competition. Without the
prior written consent of the Company, Executive shall not be employed by or
provide consulting services to any direct competitor of the Company during the
Term.


                7.             Other Provisions.


                                a.             Rights and Remedies Upon Breach.
If Executive breaches, or threatens to commit a breach of, any of the
provisions of Paragraph 6 of this Agreement (the “Restrictive Covenants”), the
Company shall have the following rights and remedies, each of which rights and
remedies shall be independent of the other and severally enforceable, and all
of which rights and remedies shall be in addition to, and not in lieu of, any
other rights and remedies available to the Company at law or in equity.


 


                                b.             Severability of Covenants. If
any court determines that any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable, the remainder of the Restrictive
Covenants shall not thereby be affected and shall be given full effect, without
regard to the invalid portions.


                                c.             Blue-Penciling. If any court
construes any of the Restrictive Covenants, or any part thereof, to be
unenforceable because of the duration or geographic scope of such provision,
such court shall have the power to reduce the duration or scope of such
provision and, in its reduced form, such provision shall then be enforceable.


                                d.             Enforceability in Jurisdictions.
The Parties intend to and hereby confer jurisdiction to enforce the Restrictive
Covenants upon the courts of any jurisdiction within the geographical scope of
such Restrictive Covenants. If the courts of anyone or more of such
jurisdictions hold the Restrictive Covenants unenforceable by reason of the
breadth of such scope or otherwise, it is the intention of the Parties that
such determination not bar or in any way affect the Company’s right to the
relief provided in this Paragraph 7 in the courts of any other jurisdiction
within the geographical scope of such Restrictive Covenants, as to breaches of
such Restrictive Covenants in such other respective jurisdictions, such
Restrictive Covenants as they relate to each jurisdiction being, for this
purpose, severable into diverse and independent covenants.


                                e.
            Injunctive Relief. Executive
acknowledges and understands that the remedy at law for any breach by Executive
of the provisions of Paragraph 6 of this Agreement may be inadequate and that
damages resulting from such breach may not be susceptible to being measured in
monetary terms. Accordingly, it is acknowledged that upon Executive’s breach of
any provision of Paragraph 6 of this Agreement, the Company shall be entitled
to seek to obtain from any court of competent jurisdiction injunctive relief
from the continuation of such breach. Nothing contained herein shall be deemed
to limit the Company’s remedies at law or in equity for any breach of the
provisions of Paragraph 6 of


 


 

















 


this Agreement that may be
available to the Company.


                 8.             Termination.


                                 a.             Termination for Cause. As
used in this Agreement, the term “Cause” means only any of the following:


                                                 (i)
Executive’s theft or embezzlement of the Company’s money, equipment or
securities; provided, however, that good faith disagreements concerning
Executive’s business expenses shall not constitute or be deemed to be theft or
embezzlement;


                                                 (ii)
Executive’s conviction of a felony (other than a traffic violation) which
results in a material injury to the Company;


                                                 (iii)
Executive’s willful act of disloyalty that is intended to and results in
material injury to the Company;


                                                 (iv)
Executive’s chronic alcoholism or addiction to non-medically prescribed drugs
(provided that such alcoholism or addiction occurs during the Term);


 


                                                (v)
A material breach by Executive of his confidentiality, no interference or
non-competition covenants contained in Paragraph 6 of this Agreement that
results in material injury to the Company; or


For
purposes of this Agreement, no act on the part of Executive shall be considered
“willful” unless it is done by Executive in bad faith or without reasonable
belief that Executive’s action was in the best interests of the Company. Any
act or omission of Executive based upon authority given pursuant to the
Articles of Incorporation of the Company or Bylaws of the Company or a
resolution duly adopted by the Company’s Board or based upon the advice of
counsel for the Company shall be conclusively deemed to be done by Executive in
good faith and in the best interests of the Company and shall not constitute
Cause.


If
Executive’s services are terminated as set forth in this Paragraph 8c,
Executive’s services shall cease as of such effective date of termination and
all compensation shall cease as of such effective date; provided, however, that
the Company shall pay Executive (i) the Annual Salary then in effect up to the
date of such termination; (ii) any earned, but unpaid, bonus(es) up to the date
of such termination; and (iii) all payments for unused vacation or other
time-off benefits, if any, and Fringe Benefits earned through the date of such
termination. The Company also shall pay Executive any unpaid reimbursable
business expenses incurred by Executive up to the date of such termination. In
addition, all unvested portiones) of the Option granted to Executive by the
Company pursuant to Paragraph 3( c) of this Agreement shall not vest or become
exercisable and, upon the effective date of such termination, such portion of
the Option shall expire and be null and void.


                                b.             Termination with Good Reason or
Without Cause. If, during the Term, (i) Executive resigns as Chief
Operating Officer of the Company for Good Reason (as defined below); or (ii)
Executive’s services are terminated without Cause (as defined above); then
immediately upon such event:


 

















 


                                                (i)
           The Company shall (except as
set forth below) (A) continue to pay Executive the Annual Base Salary then in
effect for the next six month period; (B) pay Executive any earned, but unpaid,
bonus for the prior year of the Term; (C) pay Executive for any unused vacation
or other time-off benefits; and (D) pay Executive for unpaid reimbursable
business expenses incurred through the last day of Executive’s services.


                                                (ii)
          For such Severance Period, the
Company shall continue benefits, at its expense, to Executive at least equal to
those which would have been provided to him in accordance with this Agreement
and the plans, programs, practices and policies of the Company if his services
had not ended or, if more favorable to Executive, as in effect generally at any
time thereafter with respect to other executives of the Company and their
families.


                                                (iii)
         All unvested portions) of the
Option granted to Executive by the Company pursuant to Paragraph 3(c) of this
Agreement shall not vest or become exercisable, and upon the effective date of
termination such portion of the Option shall expire and be null and void.


                                                (iv)          At Executive’s option, and taking into
account the Company’s needs as a public company, a mutually agreed upon
statement will be issued and an agreed upon press release will be issued to the
media concerning the departure of Executive.


For
purposes of this Agreement, “Good Reason” only shall mean (i) withdrawal by the
Company from Executive of any substantial part of his duties then being
performed or responsibility or authority then being carried by his or a
material change in Executive’s reporting lines; (ii) assignment by the Company
to Executive of substantial additional duties or responsibilities which are
inconsistent with the duties or responsibilities then being carried by
Executive; (iii) material reduction in the level of Executive’s responsibility,
authority, autonomy, title, compensation, perquisites, or benefits; (iv)
failure to keep Executive in office as Chief Operating Officer; (v) material
fraud on the part of the Company; or (vi) discontinuance of the active
operations of the business of the Company, or insolvency of the Company, or the
filing by or against the Company of a petition in bankruptcy or for
reorganization or restructuring pursuant to applicable insolvency or bankruptcy
law.


                9.             Cooperation After Termination. Following
termination of this Agreement, regardless of the reason for such termination,
Executive shall reasonably cooperate with the Company in the prosecution of any
claims, controversies, suits, arbitrations or proceedings involving events
occurring prior to the termination of this Agreement. Executive acknowledges
that he may be required to give testimony at trial or deposition or give
declarations. If Executive shall be required to spend a material amount of
time, the Company shall compensate Executive at a per diem rate equal to the
per diem amount of the Annual Base Salary in effect at the time of the
termination; provided, however, that if during the period or periods of time
that Executive is called upon to cooperate with the Company and the Company is
paying Executive, then the Company need not pay Executive a per diem rate
during any such period. The Company shall use its best efforts to provide
Executive with reasonable prior notice of any actions required of him and to
reasonably accommodate his schedule.


 


                 10.          Indemnification. The Company will indemnify, defend, and
hold Executive harmless from and against any and all demands, actions, claims,
suits, liabilities, losses, damages, fees (including reasonable attorneys’
fees) and expenses relating to any acts or


 


 

















 


omissions to act in the
course or scope of his duties or services she performs on behalf of the Company
and/or while serving as an officer and/or director of the Company, and provide
him with indemnification and officers and directors liability insurance at
least to the same extent that it provides such indemnification and insurance to
any of the other officers and directors of the Company. Executive shall have
the option to select his own counsel or be represented by counsel for the
Company. The Company shall pay for or reimburse Executive for any fees and
expenses covered by this Paragraph 10 as and when incurred. The provisions
herein shall survive the termination of Executive’s employment by the Company
for any reason.


 


                11.          Representations and Warranties of
Executive. Executive represents and warrants to the Company that (a)
Executive is under no contractual or other restriction or obligation which is
inconsistent with the execution of this Agreement, the performance of his
duties hereunder, or the other rights of the Company hereunder and (b) Executive
is under no physical or mental disability that would hinder the performance of
his duties under this Agreement.


 


                12.          Assignability. The rights of the
Company under this Agreement may, without the consent of Executive, be assigned
by the Company, in its sole and unfettered discretion, to any person, firm,
corporation or other business entity which at any time, whether by purchase,
merger or otherwise, directly or indirectly, acquires all or substantially all
of the assets or business of the Company.


 


                13.          Binding Effect. Except as
otherwise provided herein, this Agreement shall inure to the benefit of, and be
binding upon, the Company and its successors and assigns, and upon Executive
and his executors, administrators, heirs and legal representatives.


 


                14.          Arbitration. Except as otherwise provided in
Paragraph 7 of this Agreement with regard to the Restrictive Covenants, any
dispute, controversy or claim arising out of or relating to this Agreement
shall be settled by binding and final arbitration in the County of Los Angeles,
State of California, under the commercial arbitration rules of the American
Arbitration Association then existing. In no event shall a demand for
arbitration be made after the date when the applicable statute of limitations
would bar the institution of a legal or equitable proceeding based upon such
claim, dispute or other matter in question. The decision of the arbitrators
shall be final and judgment on the arbitration award may be entered in any
court having jurisdiction of the subject matter over the controversy.


 


                15.          Attorneys’ Fees. Except as
otherwise provided herein, in the event of arbitration with respect to the
subject matter of this Agreement, the prevailing party shall be entitled to all
of its costs and expenses, including the reasonable attorneys’ fees and costs,
incurred in resolving or settling the dispute. These costs and expenses shall
be in addition to any other damages to which the prevailing party may be
entitled. Without limiting any other right or remedy of Executive, in the event
that the Company fails to make any payment due to Executive under this
Agreement and such failure continues for five (5) days after written notice
thereof to the Company from Executive, then the Company also shall pay
Executive interest on the unpaid amounts at the rate of two percent (2%) per
month, compounded, until all unpaid amounts, and all reasonable attorneys’ fees
and costs associated with collecting such unpaid amounts, are paid in full.


                16.          Governing Law. This Agreement
shall be construed in accordance with and governed by the laws of the State of
California applicable to contracts executed in and to be performed solely
within the State of California.


 


 

















 


                17.          Notices. Any notice required or permitted to be given
hereunder shall be given in writing and may be given by telex, telegram,
facsimile transmission or similar method if confirmed by mail as herein
provided and addressed as follows:


 


If to the Company:


 


Small
W orId Kids, Inc.


5711
Buckingham Parkway Culver City, California 90230


Attn:
President


Telephone:
(310) 645-9680


Fax:
(310) 645-7903


With a copy to:


Troy
Gould


Attention:
David L. Ficksman, Esq.


1801
Century Park East


Suite
1600


Los
Angeles, CA 90067-1600


Telephone: (310)789-1290


Fax:
(310)789-1491


 


If to the Executive:


John
Matise


7507
Trask Avenue


Playa
Del Rey, CA 90293


Telephone: (310)344-0698


Fax:
(720)228-1848


 


if sent postage prepaid by
registered mail, return receipt requested; or by hand delivery to any party at
the address of the party first above set forth. If notice, direction or
instruction is given by telex, telegram or facsimile transmission or similar
method or by hand delivery, it shall be deemed to have been given or made on
the day on which it was given, and if mailed, shall be deemed to have been
given or made on the third business day following the day after which it was
mailed. Any party may, from time to time, by like notice give notice of any
change of address and in such event, the address of such party shall be deemed
to be changed accordingly.


                 18.           Entire Agreement. This
Agreement (inclusive of the plans and agreements referenced to herein)
constitutes the entire agreement between the Parties with respect to the
subject matter hereof and supersedes any and all prior or contemporaneous oral
and prior written agreements and understandings. There are no oral promises,
conditions, representations, understandings, interpretations or terms of any
kind as conditions or inducements to the execution hereof or in effect among
the Parties. No custom or trade usage, nor course of conduct among the Parties,
shall be relied upon to vary the terms hereof. This Agreement may not be
amended, and no provision hereof shall be waived, except by a writing signed by
all of the Parties to this Agreement which states that it is intended to amend
or waive a provision of this Agreement. Any waiver of any rights or failure to
act in a specific instance shall relate only to such instance and shall not be
construed as an agreement


 


 

















 


to waiver any rights or fail to act in any other instance, whether or
not similar.


                19.           Severability. Should any provision of this Agreement
be unenforceable or


prohibited by any applicable
law, this Agreement shall be considered divisible as to such provision which
shall be inoperative, and the remainder of this Agreement shall be valid and
binding as though such provision were not included herein and shall be
construed in such a manner to maximize its validity and enforceability.


                20.           Survivability. The provisions of this Agreement which
by their terms call for


performance subsequent to
termination of the Term shall so survive any such termination.


                21.           Counterparts. This Agreement
may be executed in two counterparts, and by


different parties hereto in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement.


                22.           Titles and Captions. All paragraph titles or
captions in this Agreement are for


convenience only and in no
way define, limit, extend or describe the scope or intent of any provision
hereof.


 


IN WITNESS WHEREOF, each of
the Parties hereto has duly executed this Agreement as of the date and year
first above written.


	
   

  	
  Small World Kids, Inc., A Nevada

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BY:

  	
   

  
	
   

  	
  Name: