exv10w17



 






Exhibit 10.17




EXECUTION COPY




SEPARATION AGREEMENT




     This Separation Agreement (this “Agreement”) is made as of December 2, 2005, by and
between C. Mark Pearson (the “Executive”) and CARBO Ceramics Inc., a Delaware corporation
(the “Company”).



     WHEREAS, the Company engaged the Executive to be the President and Chief Executive Officer of
the Company pursuant to an Employment Agreement dated November 25, 2002 (the “Employment
Agreement”);



     WHEREAS, the Executive and the Company mutually desire to terminate their employment
relationship and Executive desires to resign his position as President and Chief Executive Officer
of the Company, as a director of the Company and all other director, officer and employee
positions, if any, held by Executive in the Company or any of its subsidiaries or affiliates
effective as of December 2, 2005 (the “Termination Date”); and



     WHEREAS, the parties desire to set forth their respective rights and obligations in respect of
the termination of the Executive’s employment relationship with the Company in this Agreement and,
in connection therewith, agree that this Agreement is intended to supersede, in its entirety, the
Employment Agreement (including, without limitation, the termination of employment provisions
thereof) and that such Employment Agreement shall be null and void and all obligations of the
parties thereunder shall terminate as of the Termination Date.



     NOW, THEREFORE, in consideration of the mutual covenants and conditions set forth herein and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties, intending to be legally bound hereby, agree as follows:



     1. Termination of Employment. The parties hereto hereby agree that the Executive’s
employment with the Company and its subsidiaries and affiliates shall terminate as of the
Termination Date. The Executive hereby resigns, effective as of the Termination Date, his position
as President and Chief Executive Officer of the Company, as a director of the Company, and all
other director, officer and employee positions, if any, held by the Executive in the Company or any
of its subsidiaries or affiliates and agrees to execute all additional documents and take such
further steps as may be required to effectuate such resignation(s).



     2. Certain Payments and Benefits.



 









 





     (a) Accrued Obligations. Within thirty (30) days following the Termination Date, the Company
shall pay to the Executive (i) all base salary earned but unpaid as of the Termination Date, (ii)
an amount in respect of all vacation earned but not used prior to the Termination Date, and (iii)
an amount representing reimbursement of all reasonable, ordinary and necessary expenses incurred by
the Executive prior to the Termination Date in the performance of the Executive’s duties under the
Employment Agreement; provided that the Executive accounted to the Company for such
expenses in a manner reasonably prescribed by the Company.



     (b) Incentive Bonus Payment. As soon as practicable and in any event within thirty (30) days
after the completion of the audited financial statements and determinations of the Company’s
earnings before interest income and expenses and taxes (“EBIT”) for the 2005 fiscal year,
the Company agrees to pay the Executive an amount (the “Incentive Bonus Payment”) equal to
the 2005 Incentive Bonus (as defined below) multiplied by a fraction, the numerator of which is the
number of days in the period commencing on January 1, 2005 and ending on the Termination Date
(inclusive) and the denominator of which is 365. For purposes of this Agreement, the 2005 Incentive
Bonus shall mean an incentive bonus with respect to the 2005 fiscal year equal to the sum of (i)
0.5% of the Company’s EBIT for the 2005 fiscal year up to $20,000,000, plus (ii) 1.0% of EBIT for
the 2005 fiscal year in excess of $20,000,000.



     (c) Equity Awards.



     (i) Stock Options. All options to purchase stock of the Company granted to the Executive
pursuant to the CARBO Ceramics Inc. 1996 Stock Option Plan for Key Employees, as amended, and
outstanding immediately prior to the Termination Date shall remain exercisable until the expiration
of thirty (30) days after the Termination Date, on which date they shall expire; provided, however,
that no such stock option shall be exercisable prior to the Effective Date (as hereafter defined)
or after the expiration of ten (10) years after the date such stock option was granted to the
Executive.



     (ii) Restricted Stock. All unvested awards of restricted stock of the Company granted to the
Executive pursuant to the 2004 CARBO Ceramics Inc. Long-Term Incentive Plan and outstanding
immediately prior to the Termination Date shall be immediately forfeited and cancelled effective as
of the Termination Date.



     (d) No Other Payments or Benefits. The Executive acknowledges that, except for the payments
and benefits provided for in Section 2 of this Agreement, the Executive is not entitled to any
payment or benefits in the nature of severance or termination pay from the Company or its
affiliates.



     3. Consulting Services. From the Termination Date through June 30, 2006 (the
“Consulting Period”), the Executive agrees to render to the Company such consulting
services as the Company may from time to time reasonably request. Such services shall include,
without limitation, assistance in connection with the transition of the duties and responsibilities
of the Executive’s former position with the Company to other individuals.



 









 




In addition, the Executive agrees to reasonably cooperate (including attending meetings) with
respect to any claim, arbitral hearing, lawsuit, action or governmental or internal investigation
relating to the business of the Company or its affiliates prior to the Termination Date. The
Executive agrees to provide full and complete disclosure in response to any inquiry in connection
with any such matters. In consideration for the Executive’s consulting services (including, without
limitation, his cooperation with respect to matters set forth above in this Section 3), the Company
shall pay to the Executive a fee of $325.00 per hour for each hour during the Consulting Period the
Executive provides consulting services to the Company, as determined by the Company in its sole
discretion.




     4. Other Agreements.



     (a) Press Release. In connection with the termination of the Executive’s employment with the
Company, the Executive hereby agrees to the Company’s issuance of the press release substantially
in the form attached hereto as Attachment A.



     (b) Outstanding Liabilities. Any liabilities the Executive may have to the Company or its
affiliates, including, without limitation, any liabilities in respect of outstanding loans or
advances by the Company and any liabilities to reimburse the Company for any personal expenses that
the Executive has charged to the Company, must be paid in full before payment of any amounts will
be made to the Executive under this Agreement or the Company may, at its option, deduct any such
amounts from any payment to be made to the Executive under this Agreement, to the extent permitted
by applicable law.



     5. General Release and Waiver



     (a) In consideration of the payments and other consideration provided for in this Agreement,
that being good and valuable consideration, the receipt, adequacy and sufficiency of which are
acknowledged by the Executive, the Executive, on his own behalf and on behalf of his agents,
administrators, representatives, executors, successors, heirs, devisees and assigns (collectively,
the “Releasing Parties”) hereby fully releases, remises, acquits and forever discharges the
Company and all of its affiliates, and each of their respective past, present and future officers,
directors, shareholders, members, partners, agents, employees, consultants, independent
contractors, attorneys, advisers, successors and assigns (collectively, the “Released
Parties”), jointly and severally, from any and all claims, rights, demands, debts, obligations,
losses, causes of action, suits, controversies, setoffs, affirmative defenses, counterclaims, third
party actions, damages, penalties, costs, expenses, attorneys’ fees, liabilities and indemnities of
any kind or nature whatsoever (collectively, the “Claims”), whether known or unknown,
suspected or unsuspected, accrued or unaccrued, whether at law, equity, administrative, statutory
or otherwise, and whether for injunctive relief, back pay, fringe benefits, reinstatement,
reemployment, or compensatory, punitive or any other kind of damages, which any of the Releasing
Parties ever have had in the past or presently have against the Released Parties, and each of them,
arising from or relating to the Executive’s employment with the Company or its affiliates or the
termination of that employment or any circumstances related thereto, or any other matter, cause or
thing whatsoever, including without limitation all claims arising under or relating to employment,
employment contracts



 









 




(including the Employment Agreement), employee benefits or purported employment discrimination or
violations of civil rights of whatever kind or nature, including without limitation all claims
arising under the Age Discrimination in Employment Act (“ADEA”), the Americans with Disabilities
Act of 1990, the Family and Medical Leave Act of 1993, the Equal Pay Act of 1963, the
Rehabilitation Act of 1973, Title VII of the United States Civil Rights Act of 1964, 42 U.S.C.
§ 1981, the Civil Rights Act of 1991, the Civil Rights Acts of 1866 and/or 1871, the
Texas Commission on Human Rights Act, the Texas Payday Law, the Texas Labor Code or any other
applicable federal, state or local employment discrimination statute, law or ordinance, including,
without limitation, any workers’ compensation or disability claims under any such laws. The
Executive further agrees that the Executive will not file or permit to be filed on the Executive’s
behalf any such claim. Notwithstanding the preceding sentence or any other provision of this
Agreement, this release is not intended to interfere with the Executive’s right to file a charge
with the Equal Employment Opportunity Commission (the “EEOC”) in connection with any claim
he believes he may have against the Company or its affiliates. However, by executing this
Agreement, the Executive hereby waives the right to recover in any proceeding the Executive may
bring before the EEOC or any state human rights commission or in any proceeding brought by the EEOC
or any state human rights commission on the Executive’s behalf. In addition, this release is not
intended to interfere with the Executive’s right to challenge that his waiver of any and all ADEA
claims pursuant to this Agreement is a knowing and voluntary waiver, notwithstanding the
Executive’s specific representation that he has entered into this Agreement knowingly and
voluntarily. This release shall not apply to any obligation of the Company or its affiliates
pursuant to this Agreement, or any vested benefit to which the Executive is entitled under any tax
qualified pension plan of the Company or its affiliates, COBRA continuation coverage benefits or
any other similar benefits required to be provided by statute.




     (b) The Executive acknowledges that certain of the payments and benefits provided for in
Section 2 of this Agreement are in addition to anything of value to which the Executive already is
entitled from the Company and its affiliates and constitute good and valuable consideration for the
release contained in this Section 5.



     6. Restrictive Covenants.



     (a) Confidential Information. The Executive agrees that all information pertaining to the
prior, current or contemplated business of the Company and its affiliates, and their officers,
directors, employees, agents, shareholders and customers (excluding (i) publicly available
information (in substantially the form in which it is publicly available) unless such information
is publicly available by reason of unauthorized disclosure by the Executive or by any person or
entity of whose intention to make such unauthorized disclosure the Executive is aware and (ii)
information of a general nature not pertaining exclusively to the Company that generally would be
acquired in similar employment with another company) constitutes a valuable and confidential asset
of the Company. Such information includes, without limitation, information related to trade
secrets, customer lists, production techniques, and financial information of the Company. The
Executive agrees that from and after the Termination Date he shall (A) hold all such information in
trust and confidence for the Company and its affiliates, and (B) not use or disclose any such
information to any person, firm, corporation or other entity other than under court order or other
legal or regulatory



 









 




requirement. Executive agrees that he has returned or will return within seven (7) days all
equipment and/or property, including all confidential information, computer software, computer
access codes, company credit cards, keys, and all original and copies of notes, documents, files or
programs stored electronically or otherwise that relate or refer to the business, customers,
financial statements, business contacts or sales of the Company or its affiliates;
provided, however that the Executive shall not be required to return his cell phone
to the Company. Executive also agrees to return promptly to the Company any such equipment and/or
property subsequently discovered by the Executive.




     (b) Non-Competition. For the period commencing on the Termination Date and ending on the
two-year anniversary of the Termination Date, the Executive agrees that the Executive will not,
directly or indirectly, own, manage, operate, control, be employed by (whether as an employee,
consultant, independent contractor or otherwise, and whether or not for compensation) or render
services to any person, firm, corporation or other entity, in whatever form, engaged in (i) the
business of supply or distribution of proppants used in the hydraulic fracturing of natural gas and
oil wells (“Proppants”) other than BJ Services Company, Dowell Schlumberger Limited and
Halliburton Company (but only to the extent that the Executive does not engage in activities for
these entities related to the exploration, research, development, production or procurement of
production of Proppants) or (ii) the business of production of Proppants.



     (c) Non-Solicitation. For the period commencing on the Termination Date and ending on the
one-year anniversary of the Termination Date, the Executive agrees that the Executive will not,
directly or indirectly, individually or on behalf of other persons, solicit, aid or induce (i) then
remaining employees of the Company or its affiliates to leave their employment with the Company or
its affiliates in order to accept employment with or render services to or with another person,
firm, corporation or other entity, or assist or aid any other person, firm, corporation or other
entity in identifying or hiring such employees or (ii) any customer of the Company or its
affiliates at any time during which the Executive was actively employed by the Company to purchase
products or services then sold by the Company or its affiliates from another person, firm,
corporation or other entity, or assist or aid any other person or entity in identifying or
soliciting any such customer.



     (d) Disclosure of Agreement. Notwithstanding anything in this Agreement to the contrary,
prior to agreeing to, or commencing to, act as an employee, officer, director, trustee, principal,
agent or other representative of any type of business during the period in which the
non-competition agreement, as described in Section 6(b), applies, the Executive shall (i) disclose
such agreement in writing to the Company and (ii) disclose to the other entity with which he
proposes to act as an employee, officer, director, trustee, principal, agent or other
representative, the existence of this Agreement, including, in particular, the non-disclosure
agreement contained in Section 6(a), and the non-solicitation agreement contained in Section 6(c).



     (e) Non-Disparagement. The Executive shall not make any statements, encourage others to make
statements or release information that would or is reasonably expected to disparage or defame the
Company, any of its affiliates or any of their respective directors or officers. Notwithstanding
the foregoing, nothing in this Section



 









 




6(e) shall prohibit the Executive from making truthful statements when required by order of a court
or other body having jurisdiction or as required by law.




     (f) Acknowledgements Respecting Restrictive Covenants. With respect to the restrictive
covenants set forth in this Section 6, the Executive acknowledges and agrees as follows:



     (i) The specified duration of a restrictive covenant shall be extended by and for the term of
any period during which the Executive is in violation of such covenant.



     (ii) The restrictive covenants are in addition to any rights the Company may have in law or at
equity.



     (iii) It is impossible to measure in money the damages which will accrue to the Company in the
event that the Executive breaches any of the restrictive covenants. Therefore, if the Executive
breaches any restrictive covenant, the Company and its affiliates shall be entitled to an
injunction restraining the Executive from violating such restrictive covenants. If the Company or
any of its affiliates shall institute any action or proceeding to enforce a restrictive covenant,
the Executive hereby waives the claim or defense that the Company or any of its affiliates has an
adequate remedy at law and the Executive agrees not to assert in any such action or proceeding the
claim or defense that the Company or any of its affiliates has an adequate remedy at law. The
foregoing shall not prejudice the Company’s or its affiliates’ right to require the Executive to
account for and pay over to the Company or its affiliates, and the Executive hereby agrees to
account for and pay over, the compensation, profits, monies, accruals or other benefits derived or
received by the Executive as a result of any transaction constituting a breach of the restrictive
covenants.



     (iv) (A) Each of the restrictive covenants contained in this Section 6 shall be
construed as a separate covenant with respect to each activity to which it applies, (B) if, in any
judicial proceeding or arbitration, a court or arbitrator shall deem any of the restrictive
covenants invalid, illegal or unenforceable because its scope is considered excessive, such
restrictive covenant shall be modified so that the scope of the restrictive covenant is reduced
only to the minimum extent necessary to render the modified covenant valid, legal and enforceable,
and (C) if any restrictive covenant (or portion thereof) is deemed invalid, illegal or
unenforceable in any jurisdiction, as to that jurisdiction such restrictive covenant (or portion
thereof) shall be ineffective to the extent of such invalidity, illegality or unenforceability,
without affecting in any way the remaining restrictive covenants (or portion thereof) in such
jurisdiction or rendering that or any other restrictive covenant (or portion thereof) invalid,
illegal, or unenforceable in any other jurisdiction.



     (v) The restrictive covenants provided in this Section 6 shall be in addition to any
restrictions imposed on the Executive by statute or at common law.



     7. Certain Forfeitures in Event of Breach. The Executive acknowledges and agrees
that, notwithstanding any other provision of this Agreement, in the event the Executive materially
breaches any of his obligations under this Agreement or any provision of this Agreement is ruled
unenforceable, void or subject to reduction or



 









 




modification, the Executive will forfeit his right to receive the payments and benefits described
in Section 2 of this Agreement to the extent not theretofore paid to him as of the date of such
breach or ruling and, if already made as of the time of such breach or ruling, the Executive agrees
that he will reimburse the Company, immediately, for the amount of such payments and benefits. The
Executive also agrees to reimburse the Company for all attorneys’ fees and expenses incurred in
connection with the Company’s successful defense of the Agreement, successful prosecution of a
breach of this Agreement, and/or the seeking of recovery of any amounts forfeited by the Executive
hereunder.




     8. Arbitration of Disputes.



     (a) Any disagreement, dispute, controversy or claim arising out of or relating to this
Agreement or the interpretation or validity hereof shall be settled exclusively and finally by
arbitration. It is specifically understood and agreed that any disagreement, dispute or controversy
which cannot be resolved between the parties, including without limitation any matter relating to
interpretation of this Agreement, may be submitted to arbitration irrespective of the magnitude
thereof, the amount in controversy or whether such disagreement, dispute or controversy would
otherwise be considered justiciable or ripe for resolution by a court or arbitral tribunal.
Notwithstanding, this Section 8, the Company shall be entitled to institute a court action or
proceeding for injunctive relief as provided in Section 6 of this Agreement.



     (b) The arbitration shall be conducted in accordance with the Commercial Arbitration Rules
(the “Arbitration Rules”) of the American Arbitration Association (“AAA”).



     (c) The arbitral tribunal shall consist of one arbitrator. The parties to the arbitration
jointly shall directly appoint such arbitrator within thirty (30) days of initiation of the
arbitration. If the parties shall fail to appoint such arbitrator as provided above, such
arbitrator shall be appointed by the AAA as provided in the Arbitration Rules and shall be a person
who (i) maintains his principal place of business within thirty (30) miles of the City of Irving,
Texas and (ii) has substantial experience in executive compensation. The parties shall each pay an
equal portion of the fees, if any, and expenses of such arbitrator.



     (d) The arbitration shall be conducted within thirty (30) miles of the City of Irving, Texas
or in such other city in the United States of America as the parties to the dispute may designate
by mutual written consent.



     (e) At any oral hearing of evidence in connection with the arbitration, each party thereto or
its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses
of any opposing party. No evidence of any witness shall be presented unless the opposing party or
parties shall have the opportunity to cross-examine such witness, except as the parties to the
dispute otherwise agree in writing or except under extraordinary circumstances where the interests
of justice require a different procedure.



 









 





     (f) Any decision or award of the arbitral tribunal shall be final and binding upon the parties
to the arbitration proceeding. The parties hereto hereby waive to the extent permitted by law any
rights to appeal or to seek review of such award by any court or tribunal.



     (g) Nothing herein contained shall be deemed to give the arbitral tribunal any authority,
power, or right to alter, change, amend, modify, add to or subtract from any of the provisions of
this Agreement.



     (h) Notwithstanding anything in this Agreement to the contrary, the arbitration provisions set
forth in this Section 8 shall be governed exclusively by the Federal Arbitration Act, Title 9,
United States Code.



     9. General Provisions



     (a) Each provision hereof is severable from this Agreement, and if one or more provisions
hereof are declared invalid the remaining provisions shall nevertheless remain in full force and
effect. If any provision of this Agreement is so broad, in scope or duration or otherwise, as to be
unenforceable, such provision shall be interpreted to be only so broad as is enforceable.



     (b) Any notice to be given hereunder shall be given in writing. Notice shall be deemed to be
given when delivered by hand to the party to whom notice is being given, or ten (10) days after
being mailed, postage prepaid, registered with return receipt requested, or sent by facsimile
transmission with a confirmation by registered or certified mail, postage prepaid.



Notices to the Executive should be addressed to the Executive as follows:



C. Mark Pearson

2210 Cedar Springs Road, #1906

Dallas, Texas 75201




With copies sent to:



Lawrence B. Mentzer

Miller Mentzer, P.C.

100 N. Main Street

P.O. Box 130

Palmer, Texas 75152




Notices to the Company should be sent as follows:



CARBO Ceramics Inc.




 









 







6565 MacArthur Boulevard, Suite 1050

Irving, Texas 75039

Attn: Secretary




With copies sent to:



Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, NY 10006

Attn: Stephen H. Shalen, Esq.




     Either party may change the address or person to whom notices should be sent to by notifying
the other party in accordance with this Section 9(b).



     (c) The Company may withhold from any payments made under this Agreement, or require the
Executive to pay to the Company, all applicable federal, state and local taxes, including but not
limited to income, employment and social insurance taxes, as shall be required by law, as
determined by the Company in its sole discretion.



     (d) The failure to enforce at any time any of the provisions of this Agreement or to require
at any time performance by the other party of any of the provisions hereof shall in no way be
construed to be a waiver of such provisions or to affect the validity of this Agreement, or any
part hereof, or the right of either party thereafter to enforce each and every such provisions in
accordance with the terms of this Agreement.



     (e) This Agreement contains the entire agreement between the parties with respect to the
Executive’s employment with the Company and the termination thereof effective as of the Termination
Date and supersedes any and all prior understandings, agreements or correspondence between the
parties regarding the Executive’s employment with the Company and the termination thereof,
including, without limitation, the Employment Agreement (including all of the obligations of the
parties thereunder) which shall be null and void and shall terminate as of the Termination Date.



     (f) The parties hereto acknowledge and agree that each party has reviewed and negotiated the
terms and provisions of this Agreement and has contributed to its preparation (with advice of
counsel, if desired). Accordingly, the rule of construction to the effect that ambiguities are
resolved against the drafting party shall not be employed in the interpretation of this Agreement.
Rather, the terms of this Agreement shall be construed fairly as to both parties hereto and not in
favor of or against either party, regardless of which party generally was responsible for the
preparation of this Agreement.



     (g) This Agreement shall be governed by, and interpreted in accordance with, the laws of
Delaware, without reference to its principles of conflicts of laws.



 









 





     (h) This Agreement is binding on and is for the benefit of the parties hereto and their
respective successors, assigns, heirs, executors, administrators and other legal representatives.
This Agreement shall not be assignable by either party hereto without the written consent of the
other, provided, however, that the Company may, without the written consent of the Executive,
assign this Agreement to (i) any entity with which the Company is merged or consolidated or to
which the Company transfers substantially all of its assets or (ii) any entity controlling, under
common control with or controlled by the Company.



     (i) This Agreement may be executed in several counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument.



     (j) The headings in this Agreement are inserted for convenience of reference only and shall
not be a part of or control or affect the meaning of any provision hereof.



     10. Knowing and Voluntary Waiver. The Executive, by the Executive’s free and
voluntary act of signing below, (i) acknowledges that he has been given a period of twenty-one (21)
days to consider whether to agree to the terms contained herein, (ii) acknowledges that he has been
advised to consult with an attorney prior to executing this Agreement, (iii) acknowledges that he
understands that this Agreement specifically releases and waives all rights and claims he may have
under the Age Discrimination in Employment Act, as amended (“ADEA”) prior to the date on which he
signs this Agreement, and (iv) agrees to all of the terms of this Agreement and intends to be
legally bound thereby. Furthermore, the Executive acknowledges that the payments and benefits
provided for in Section 2 of this Agreement will be delayed until this Agreement becomes effective,
enforceable and irrevocable.



     This Agreement will become effective, enforceable and irrevocable on the eighth day after the
date on which it is executed by the Executive (the “Effective Date”). During the seven-day period
prior to the Effective Date, the Executive may revoke his agreement to accept the terms hereof by
indicating in writing to the Company his intention to revoke. If the Executive exercises his right
to revoke hereunder, he shall forfeit his right to receive any of the payments or benefits provided
for herein, and to the extent such payments or benefits have already been made, the Executive
agrees that he will immediately reimburse the Company for the amounts of such payments and
benefits.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be signed by
its duly authorized representative and the Executive has signed this Agreement as of
the day and year first above written.



	 	 	 
	 

	 	CARBO CERAMICS INC.
	 
	 	 
	 
	 	 
	 
	 	 
	 
	 	/s/ William C. Morris
	 

	 	By: William C. Morris
	 

	 	Title: Chairman of the Board





 









 






	 	 	 
	 
	 	 
	 
	 	/s/  C. Mark Pearson
	 

	 	C. Mark Pearson






 









 






Acknowledgment




	 	 	 	 	 	 	 
	 

	 	STATE OF
	 	                                        )	 	 
	 

	 	 	 	 	 	SS:
	 

	 	COUNTY OF
	 	                                        )	 	 






On the                                          day of                     
                                         before me personally came C. Mark Pearson who, being by me
duly sworn, did depose and say that he resides at                                          and did acknowledge and represent that
he has had an opportunity to consult with attorneys and other advisers of his choosing regarding
the Separation Agreement attached hereto, that he has reviewed all of the terms of the Separation
Agreement and that he fully understands all of its provisions, including, without limitation, the
general release and waiver set forth therein.



	 	 	 	 	 
	 
	 
	 	 	 
	Notary Public	 	 
	 
	 	 	 	 
	Date: