exv10w5



 






Exhibit 10.5




AMENDED & RESTATED EMPLOYMENT AGREEMENT




     This Employment Agreement (the “Agreement”) is effective as of February 28, 2006
(the “Effective Date”), and is entered into by and between Gary I. Schneiderman
(“Schneiderman”) and Ashworth, Inc., a Delaware corporation (the “Company”).



     1. Employment. As of the Effective Date, the Company hereby employs Schneiderman to
serve in the capacity of Executive Vice President of Sales and Marketing (“EVP-S&M”). The
Company’s Board of Directors (the “Board”) and/or the Company’s Chief Executive Officer (the “CEO”)
may provide such additional designations of title to Schneiderman as the Board and/or CEO, in its
discretion, may deem appropriate.



     Schneiderman agrees to perform the executive duties and functions customarily associated with
the offices of EVP-S&M and as specified from time to time by the Board and/or the CEO. Except for
legal holidays, vacations and absences due to temporary illness, Schneiderman shall devote his
time, attention and energies to the business of the Company on a full-time basis. Schneiderman
represents and warrants to the Company that he is under no restriction, limitation or other
prohibition to perform his duties as described herein.



     2. Employment Compensation And Benefits.




     a. Base Salary. Schneiderman’s initial base salary shall be at the
annual rate of three hundred thousand dollars ($300,000). This salary level
shall be reviewed at least annually by the Board’s Compensation Committee on the
basis of Schneiderman’s performance and the Company’s financial success and
progress.




     b. Annual Bonus and Stock Options. Schneiderman will be entitled
to receive an option for a minimum of 20,000 shares for each of fiscal years
2005, 2006 and 2007 with the options for fiscal year 2005 to be granted on
September 12, 2005 and vesting on the first anniversary of the date of grant.
Option grants for fiscal years 2006 and 2007 will be granted and will vest on
the first anniversary of the date of grant. Schneiderman will also be eligible
to earn an annual bonus on a Earnings Before Taxes (“EBT) in accordance with the
executive bonus plan, and according to the following schedule:



	 	 	 	 	 	 	 
	 	 	 	 	Ashworth Bonus Plan
	 	 	 	 	Target is 50% of base
	% of Ashworth’s	 	salary
	Plan	 	Bonus % of Target
	 	150	%	 	 	165	%
	 	125	%	 	 	135	%
	 	110	%	 	 	115	%
	 	100	%	 	 	100	%
	 	95	%	 	 	75	%
	 	90	%	 	 	60	%
	 	85	%	 	 	50	%
	Less than 85%	 	Discretionary






 








 







Under this plan, for example, Schneiderman’s “Target” bonus at 100% of Plan will equal 50%
of his annual base salary, $150,000. The annual bonus will be paid following the close of
final accounting records for the previous fiscal year.




     c. Non-compete/Retention Payment. Schneiderman acknowledges that
the Company has offered upon certain conditions described herein to provide him
with a non-compete/retention payment in the form of guaranteed minimum annual
payments. Schneiderman understands and agrees that any portion of the payments
described below that exceeds the bonus payment to which he would otherwise be
entitled pursuant to Paragraph 2(b) of this Agreement shall be deemed vested and
earned only upon the condition that Schneiderman remain with the Company from
the effective date of this Agreement through the end of fiscal year 2006.




Schneiderman will receive three guaranteed minimum non-compete/retention payments as
follows. The first payment of $85,000 shall be made on September 12, 2005. The second
payment of $85,000 shall be made on November 24, 2005. The third payment, in the amount of
$40,000, shall be paid following the close of final accounting records for 2006. Each of
these payments will be applied against any cash bonus award earned during the relevant
fiscal year (as described in Paragraph 2(b)). Any portion of the payment amount that exceeds
the actual amount Schneiderman earned according to the cash bonus plan will be considered an
“advanced non-compete/retention payment”, and constitute the amount to be repaid by
Schneiderman if he leaves the Company prior to the end of the 2006 fiscal year. For
example, if the Company’s 2006 fiscal year performance for purposes of the executive cash
bonus plan is less than 85% of Plan, and Schneiderman’s discretionary bonus is determined to
be $30,000, Schneiderman’s advanced non-compete/retention payment would be $10,000.




If Schneiderman does not fulfill the conditions for receiving the non-compete/retention
payment by remaining with the Company through the end of fiscal year 2006, the Company will
not have received the benefit of its bargain with regard to the non-compete/retention
payment, in which case Schneiderman will not be entitled to the payment, and further,
Schneiderman will be indebted to the Company for the amount advanced to him by the Company.
Furthermore, in the event that Schneiderman fails to remain with the Company through the end
of fiscal year 2006, Schneiderman agrees to repay the Company the full amount advanced to
him by the Company by no later than 30 days after the date of his departure. Schneiderman
further understands that if he refuses or is unable to repay to the Company the advanced
funds, the Company may seek appropriate legal remedies to recoup the full amount of the
outstanding debt, or offset any advanced funds against other payments owed, including but
not limited to severance payments.




     d. Automobile Allowance. The Company shall pay Schneiderman an
automobile expense allowance of one thousand dollars ($1,000) per month to
defray the cost of business automobile expense.




     e. Vacation. Schneiderman shall be entitled to annual vacations in
a manner commensurate with his status as a key executive and in accordance with
the Company’s vacation policies in effect during the term of this Agreement.




     f. Expense Reimbursement. The Company shall reimburse Schneiderman
for all reasonable amounts actually expended by Schneiderman in the course of
performing his duties for the Company and in accordance with any
Company-established guidelines



 








 






where Schneiderman tenders receipts or other
documentation reasonably substantiating the amounts as required by the Company.




     g. Club Membership. On September 12, 2005, the Company will pay
Schneiderman up to $45,000 (grossed up for any applicable income taxes) to
purchase a Club Membership at a Club of Schneiderman’s choosing. Schneiderman
will be entitled to make use of such membership and the Company will pay the
monthly dues of $630 beginning September 12, 2005 for the term of Schneiderman’s
employment. Schneiderman agrees that at the end of his employment, he will
reimburse the membership cost (current market value at the time of sale minus
the club fee) to Ashworth.




     h. Other Benefits. Except as otherwise provided in this Agreement,
Schneiderman shall be entitled to receive all of the rights, benefits and
privileges of an executive officer of the Company under any retirement, pension,
profit-sharing, group medical insurance, group dental insurance, group-term life
insurance, and disability insurance, and other employee benefit plans which may
be now in effect or hereafter adopted.



     3. Non-compete. Schneiderman agrees that during the term of this Agreement
Schneiderman will not, directly or indirectly, own, manage, operate, control, be employed by,
participate in, or be connected in any manner with the ownership, management, operation, or control
of any business which manufactures or sells golf-inspired sportswear which is substantially the
same as that of the Company and which is distributed in the same channels of distribution as the
then current channels of distribution of the Company, provided, however, that if Schneiderman’s
employment is terminated for reasons which provide for severance compensation, the non-compete term
shall be extended to the period for which he receives such severance compensation.




4. Termination.




     a. At Will. The Company shall employ Schneiderman at will, and
either Schneiderman or the Company may terminate Schneiderman’s employment with
the Company at any time and for any reason, with or without cause.




     b. Severance Payment and Benefits. If Schneiderman’s employment is
terminated as a result of a Qualifying Termination, as defined below, and if
Schneiderman delivers a fully executed release and waiver of all claims against
the Company in the form attached hereto as Exhibit A, then, upon expiration of
any applicable revocation period contained in the Release Agreement, the Company
shall pay or provide Schneiderman the following severance payment and benefits:




     i. Schneiderman shall receive the equivalent of twelve(12) months of his
then-current base salary (the “Severance Payment”), which shall be payable in equal
monthly installments beginning on the first day of the first full month following
Schneiderman’s Qualifying Termination and continuing on the first day of each
month thereafter until fully paid. The Severance Payment is in lieu of any
severance payment benefits which otherwise may at that time be available under the
Company’s applicable policies; provided, however, that nothing in this
Agreement is intended to modify or supercede the “Agreement re: Change In Control”
entered into between Schneiderman and the Company as of September 12, 2005, and
Schneiderman shall be entitled to receive whatever additional severance pay



 








 






     benefits, if
any, for which he may qualify according to the terms of his Agreement re: Change in
Control with the Company.




     ii. For the twelve-month period following the Qualifying Termination of his
employment, Schneiderman shall be entitled to continue to participate in the following
executive benefit programs which had been made available to him (including his family)
before the Qualifying Termination: group medical insurance, group dental insurance,
group-term life insurance, and disability insurance. The programs shall be continued in
the same way and at the same level as immediately prior to the Qualifying Termination.
Schneiderman’s participation in each of such executive benefit programs shall be earlier
terminated or reduced, as applicable, if and to the extent Schneiderman receives
benefits as a result of concurrent coverage through another program.




     iii. Schneiderman will also be entitled to receive an additional cash payment of
$50,000.




     iv. Schneiderman’s unvested stock options, as described in Paragraph 2(b) of this
Agreement, shall immediately become fully vested and exercisable. This provision only
applies to stock options Schneiderman has been granted pursuant to this Agreement, and
does not apply to options provided from any other source or Ashworth.




c. Qualifying Termination. Schneiderman’s termination shall be
considered a “Qualifying Termination” unless:




     i. Schneiderman voluntarily terminates his employment with the Company and its
affiliated companies. Schneiderman, however, shall not be considered to have
voluntarily terminated his employment with the Company and its affiliated companies if
he elects to terminate his employment because his overall compensation plan is reduced
or adversely modified in any material respect or his authority or duties are materially
changed. For such purposes, Schneiderman’s authority or duties shall be considered to
have been “materially changed” if, without Schneiderman’s express and voluntary written
consent, there is any substantial diminution or adverse modification in his title,
status, overall position, or responsibilities.




     ii. The termination is on account of Schneiderman’s death or Disability. For such
purposes, “Disability” shall mean a physical or mental incapacity as a result of which
Schneiderman becomes unable to continue the performance of his responsibilities for the
Company and its affiliated companies for a period of three (3) months.




     iii. Schneiderman is involuntarily terminated for “Cause.” For this purpose,
“Cause” shall mean:




     1. Schneiderman’s willful and deliberate refusal to comply with a lawful,
instruction of the CEO or Board of Directors, which refusal is not remedied by
Schneiderman within a reasonable period of time after his receipt of written notice
from the Company identifying the refusal, so long as the instruction is consistent
with the scope and responsibilities of Schneiderman’s position;




     2. Schneiderman’s act or acts of personal dishonesty;



 








 






     3. Schneiderman’s conviction of a felony;




     4. Schneiderman’s violation of the Company’s policies and/or code of conduct;




     5. Schneiderman’s violation of any confidentiality or non-competition agreement
with the Company or any Affiliate of the Company; or




     6. The willful engaging by Schneiderman in misconduct which is injurious to the
Company.




     d. Return of Materials. In the event of any termination of Schneiderman’s
employment for any reason whatsoever, Schneiderman shall promptly deliver to the Company all
Company property, including, but not limited to, documents, data, and other information
pertaining to Confidential Information, as defined below. Schneiderman shall not take with
him any documents or other information, or any reproduction, summary or excerpt thereof,
electronic or otherwise, containing or pertaining to any Confidential Information.



     5. Nondisclosure of Confidential Information. Schneiderman acknowledges that during
the term of his employment with the Company, he will have access to and become acquainted with
information of a confidential, proprietary or secret nature which is or may be either applicable
to, or related in any way to, the present or future business of the Company, the research and
development or investigation of the Company, or the business of any customer of the Company
(“Confidential Information”). For example, Confidential Information includes, but is not limited
to, devices, secret inventions, processes and compilations of information, records, specifications,
designs, plans, proposals, software, codes, marketing and sales programs, financial projections,
cost summaries, pricing formula, and all concepts or ideas, materials or information related to the
business, products or sales of the Company and its customers and vendors. Schneiderman shall not
disclose any of Confidential Information, directly or indirectly, or use them in any way, either
during the term of this Agreement or at any time thereafter, except as required in the course of
employment with the Company. Schneiderman also agrees to comply with the Company’s policies and
regulations, as established from time to time for the protection of its Confidential Information,
including, for example, executing the Company’s standard confidentiality agreements. This section
shall survive termination of this Agreement.



     6. Non-Solicitation. Schneiderman agrees that so long as he is employed by the
Company and for a period of two (2) years after termination of his employment for any reason, he
shall not (a) directly or indirectly solicit, induce or attempt to solicit or induce any Company
employee to discontinue his or her employment with the Company; (b) usurp any opportunity of the
Company of which Schneiderman became aware during his tenure at the Company or which is made
available to him on the basis of the belief that Schneiderman is still employed by the Company; or
(c) directly or indirectly solicit or induce or attempt to influence any person or business that is
an account, customer or client of the Company to restrict or cancel the business
of any such account, customer or client with the Company. This section shall survive
termination of this Agreement.



7. Section 409A Compliance.





     a. Notwithstanding any provision of this Agreement to the contrary, if, at the time of
Executive’s termination of employment with the Company, he is a “specified employee” as
defined in Section 409A of the Internal Revenue Code (the “Code”), and one or more



 








 






of the
payments or benefits received or to be received by Executive pursuant to this Agreement
would constitute deferred compensation subject to Section 409A, no such payment or benefit
will be provided under this Agreement until the earliest of (A) the date which is six (6)
months after his “separation from service” for any reason, other than death or “disability”
(as such terms are used in Section 409A(a)(2) of the Code), (B) the date of his death or
“disability” (as such term is used in Section 409A(a)(2)(C) of the Code) or (C) the
effective date of a “change in the ownership or effective control” of the Company (as such
term is used in Section 409A(a)(2)(A)(v) of the Code) (the “Deferred Payment”). The
provisions of this Section 7 shall only apply to the extent required to avoid Executive’s
incurrence of any penalty tax or interest under Section 409A of the Code or any regulations
or Treasury guidance promulgated thereunder. In addition, if any provision of this
Agreement would cause Executive to incur any penalty tax or interest under Section 409A of
the Code or any regulations or Treasury guidance promulgated thereunder, the Company shall
reform such provision to maintain to the maximum extent practicable the original intent of
the applicable provision without violating the provisions of Section 409A of the Code.




     b. In the event the six-month delay described in this Section 7 applies, the Company
shall make an irrevocable contribution in the amount of the Deferred Payment to a rabbi
trust which shall take the form of the model rabbi trust described in Internal Revenue
Service Revenue Procedure 92-64, which amount (along with any net income received by the
trust) shall be paid by the trust to the Executive on the six-month anniversary of his
termination of employment, and the trust shall terminate at such time. The trustee shall be
chosen by the Company in its reasonable discretion. The Company shall pay the reasonable
expenses of establishing and maintaining the trust.




     8. Successors.




     a. This Agreement is personal to Schneiderman, and without the prior written consent of
the Company shall not be assignable by Schneiderman other than by will or the laws of
descent and distribution. This Agreement shall inure to the benefit of and be enforceable
by Schneiderman’s legal representatives.




     b. The rights and obligations of the Company under this
Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Company.



     9. Governing Law. This Agreement is made and entered into in the State of California,
and the internal laws of California shall govern its validity and interpretation in the performance
by the parties hereto of their respective duties and obligations hereunder.



     10. Modifications. This Agreement may be amended or modified only by an instrument in
writing executed by all of the parties hereto.



     11. Entire Agreement. Except as otherwise set forth herein, this Agreement, together
with the exhibits attached hereto, supersedes any and all prior written or oral agreements between
Schneiderman and the Company, and contains the entire understanding of the parties hereto with
respect to the terms and conditions of Schneiderman’s employment with the Company;
provided, however, that this Agreement is not intended to supercede the Agreement
re: Change in Control between Schneiderman and the Company, which they entered into as of September
12, 2005, or any agreements which Schneiderman may previously have entered into regarding the
protection of trade secrets and confidential information.



 








 





     12. Dispute Resolution. Schneiderman and the Company will utilize a system of binding arbitration to
resolve all disputes that may arise out of the employment context. Both the Company and Schneiderman
agree that any claim, dispute, and/or controversy that either Schneiderman may have against the Company
(or its owners, directors, officers, managers, employees, agents, and parties affiliated with its employee
benefit and health plans) or the Company may have against Schneiderman, arising from, related to, or having
any relationship or connection whatsoever with Schneiderman’s seeking employment with, employment by,
or other association with the Company, shall be submitted to and determined exclusively by binding arbitration
under the Federal Arbitration Act, in conformity with the procedures of the California Arbitration Act
(Cal. Code Civ. Proc. sec 1280 et seq., including section 1283.05 and all of the Act’s other mandatory
and permissive rights to discovery). Included within the scope of this Agreement are all disputes, whether
based on tort, contract, statute (including, but not limited to, any claims or discrimination and harassment,
whether they be based on the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964,
as amended, or any other state or federal law or regulation), equitable law, or otherwise. However, nothing herein
shall prevent Executive from filing and pursuing proceedings before the California Department of Fair Employment and
Housing, or the United States Equal Employment Opportunity Commission (although if Schneiderman chooses to
pursue a claim following the exhaustion of such administrative remedies, that claim would be subject to the
provisions of this Agreement). In addition to any other requirements imposed by law, the arbitrator selected
shall be a retired California Superior Court Judge and shall be subject to disqualification on the same grounds
as would apply to a judge of such court. To the extent applicable in civil actions in California courts,
the following shall apply and be observed: all rules of pleading (including the right of demurrer), all
rules of evidence, and all rights to resolution of the dispute by means of motions for summary judgment,
judgment on the pleadings, and judgment under Code of Civil Procedure Section 631.8. Resolution of the
dispute shall be based solely upon the law governing the claims and defenses pleaded, and the arbitrator
may not invoke any basis (including but not limited to, notions of “just cause”) other than such controlling law.
The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an
arbitrator, which immunity supplements any other existing immunity. Likewise, all communications during or
in connection with the arbitration proceedings are privileged in accordance with Cal. Civil Code Section 47(b).
As reasonably required to allow full use and benefit of this agreement’s modification to the Act’s procedures,
the arbitrator shall extend the times set by the Act for the giving of notices and setting of hearings.
Awards shall include the arbitrator’s written reasoned opinion. Notwithstanding the foregoing, the parties
acknowledge and agree that this provision shall not preclude either party from requesting temporary and/or
preliminary injunctive relief to enforce Paragraphs 3, 5 or 6 of this Agreement until such time as an arbitrator
can assume jurisdiction and render a decision over any such claims or requests.



     13. Notices. Any notice or communications required or permitted to be given to the parties hereto shall
be delivered personally or be sent by United States registered or certified mail, postage prepaid and
return receipt requested, and addressed or delivered as follows, or at such other addresses the party
addressed may have substituted by notice pursuant to this Section:



	 	 	 	 	 
	 

	 	Ashworth, Inc.
	 	Gary I. Schneiderman
	 

	 	2765 Loker Avenue West
	 	20 Camberley
	 

	 	Carlsbad, California 92010
	 	Laguna Niguel, CA 92677
	 

	 	Attn: President	 	 






 








 






     14.
Captions. The captions of this Agreement are inserted for convenience and do not constitute a part hereof.



     15.
Severability. In case any one or more of the provisions contained in this Agreement shall for any reason be
held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid,
illegal or unenforceable provision had never been contained herein and there shall be deemed substituted for
such invalid, illegal or unenforceable provision such other provision as will most nearly accomplish the intent
of the parties to the extent permitted by the applicable law. In case this Agreement, or any one or more of
the provisions hereof, shall be held to be invalid, illegal or unenforceable within any governmental jurisdiction
or subdivision thereof, this Agreement or any such provision thereof shall not as a consequence thereof be
deemed to be invalid, illegal or unenforceable in any other governmental jurisdiction or subdivision thereof.



     16.
Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which shall together constitute one in the same Agreement.



[Remainder of page left blank intentionally, signatures on following page]




 








 








     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered effective
as of the day and year first written above in Carlsbad, California.



	 	 	 	 	 	 	 
	 	 	ASHWORTH, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Randall L. Herrel, Sr.
	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    Randall L. Herrel, Sr.	 	 
	 

	 	 	 	    Title: Chairman, President and CEO
	 	 
	 
	 	 	 	 	 	 
	 	 	GARY I. SCHNEIDERMAN	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gary I. Schneiderman	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	    Gary I. Schneiderman	 	 







 








 






EXHIBIT A — RELEASE AGREEMENT




     I, Gary I. Schneiderman, hereby enter into this Release Agreement (this “Agreement”), pursuant
to Paragraph 4(b) of my Amended & Restated Employment Agreement with Ashworth, Inc., a Delaware
corporation (the “Company”), in consideration for which the Company shall make the Severance
Payment as described in my Amended & Restated Employment Agreement entered into effective as of
February 28, 2006 (the “Employment Agreement”).



     1. The date of my Qualifying Termination is ___, and I have received a final
paycheck for all wages due, including all accrued vacation, through that date. Other than the
Severance Payment as described in my Employment Agreement and whatever additional severance pay
benefits, if any, for which I may qualify according to the terms of my Agreement re: Change in
Control with the Company, the foregoing payments are the only amounts which I am entitled to
receive from the Company, and I hereby waive all other payments or claims for payments.



     2. As consideration for the Severance Payment as described in my Employment Agreement, I
hereby release the Company, its successors, affiliates, directors, employees and agents from any
and all claims or lawsuits (including but not limited to any and all claims or demands relating to
salary, wages, bonuses, commissions, stock, stock options, vacation pay, fringe benefits, expense
reimbursements, any and all tort claims, contract claims (express or implied), wrongful termination
claims, public policy claims, whistleblower claims, implied covenant of good faith and fair dealing
claims, retaliation claims, personal injury claims, emotional distress claims, invasion of privacy
claims, defamation claims, fraud claims, attorneys’ fees claims, all claims arising under any
federal, state or other governmental statue, law, regulation or ordinance including, but not
limited to, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities
Act, the Family and Medical Leave Act, the California Fair Employment & Housing Act, the California
Labor Code, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Older Workers’ Benefit
Protection Act (“OWBPA”)) which I may have based either on my employment, my termination, or any
other event occurring prior to the date of this Agreement. This Release is intended to settle any
and all claims that I may have against the Company. Accordingly, I waive any and all rights
conferred under Section 1542 of the California Civil Code, which provides: “A general release does
not extend to claims which the creditor does not know or suspect to exist in his favor at the time
of executing the release which if known by him must have materially affected his settlement with
the debtor.”



     3. I acknowledge and understand my continuing obligation (a) to maintain the confidentiality
of the Company’s trade secrets, confidential and proprietary information and (b) not to solicit the
Company’s customers or employees, as set forth in Paragraphs 3, 5 and 6 of my Employment Agreement.
I also warrant and represent that I have returned all Company materials as required in Paragraph
4(d) of my Employment Agreement.



     4. I acknowledge that I fully understand my right to discuss this Agreement with an attorney,
and I have carefully read and fully understand this entire Agreement, and I am entering into this
Agreement voluntarily.



     5. I understand that I shall have twenty-one (21) days from the date of receipt of this
Agreement to consider this Agreement, I shall have seven (7) days following the signing of this
Agreement to revoke it in writing, and this Agreement shall not be effective or enforceable until
this revocation period has expired.



	 	 	 	 	 	 	 	 	 	 	 
	Dated:	 	_______________	 	 	 	GARY I. SCHNEIDERMAN	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Dated:	 	_______________	 	 	 	ASHWORTH, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title: