Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


This Agreement is entered into by and between August
Technology Corporation (“August Technology ” or the “Company”), a Minnesota
corporation, with its principal place of business at 4900 West 78th
Street, Bloomington, Minnesota 55435, and Lynn Davis of 6405 Harold Woods Lane,
Edina, MN 55436 (“Employee”).


 


WHEREAS, Employee desires employment with August
Technology or has been employed with August Technology and wishes to continue
employment under the terms and conditions set forth in this Agreement;


 


WHEREAS, Employee acknowledges and agrees that
he has and will continue to have access to confidential, proprietary and trade
secret information in the course of his/her employment and continued employment
with August Technology, the unauthorized use or disclosure of which would cause
irreparable harm to August Technology;


 


WHEREAS, August Technology and Employee wish to
set forth the terms of their agreement in writing;


 


NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants contained herein and for other good and valuable consideration
the receipt and sufficiency of which is specifically acknowledged by the
parties, August Technology and Employee agree as follows:


 


1.             Employment.  August
Technology agrees to employ or continue to employ Employee, effective March 30,
2005, and Employee accepts employment or continued employment, upon the terms
and conditions set forth in this Agreement.


 


2.             Term of Employment.  August Technology shall continue to
employ Employee for an indefinite duration until his/her employment is
terminated in accordance with Paragraph 8 of this Agreement.


 


3.             Duties and Responsibilities.  Employee shall devote his/her time,
attention and best efforts to the duties and responsibilities of his/her
position, and to the business and affairs of August Technology.  Employee’s title shall be as set forth in
Exhibit A as “Employee’s Title”, reporting to the person or office as set forth
in Exhibit A as “Manager”.  Employee
shall perform all duties and responsibilities of the position he/she holds with
August Technology as those duties and responsibilities may change from time to
time.  Employee shall comply with August
Technology’s standards, policies and procedures in effect and as they may
change from time to time; provided that to the extent such policies and
procedures are inconsistent with this Agreement, the provisions of this
Agreement shall control.


 


4.             Compensation.  August
Technology shall pay Employee a gross annual salary as set forth in Exhibit A
as “Base Salary”, less appropriate payroll deductions.  Employee may also receive incentive
compensation in accordance with the Annual Incentive Plan, as issued and as may
change from time to time by the Company, or any other similar plan authorized
by the Board of Directors.  Employee’s
compensation may be periodically increased or adjusted as authorized by


 





















 


the Board of Directors in the case of the Chief Executive Officer, or,
in the case of all others, as recommended by the Chief Executive Officer and
approved by the Board of Directors.


 


5.             Business Expenses.  August Technology will, in accordance with
its policies and practices as such may change from time to time, reimburse
Employee for all ordinary and necessary business expenses after receipt of
appropriate documentation of such expenses.


 


6.             Benefits.  Employee shall
be entitled to insurance and other benefits provided to key management
employees in accordance with applicable plan documents and commensurate with
vice president and higher positions within the Company.  Benefits provided to employees are subject to
change in the discretion of August Technology.


 


7.             Stock Options. 
At the discretion of August Technology, Employee may be granted stock
options from time to time, which options shall be subject to the terms and
conditions of the August Technology Corporation 1997 Stock Incentive Plan, as
amended from time to time, or any successor plan, and the related stock option
agreements.  Further, Employee shall be
eligible to participate in the August Technology Corporation 2000 Employee
Stock Purchase Plan, as amended from time to time, or any successor plan,
subject to the terms and conditions contained therein.


 


8.             Termination. 
Employee’s employment under this Agreement may be terminated:


 


(a)           At
any time upon mutual written agreement of the parties;


 


(b)                                 By either Employee or August Technology
at any time, with or without cause, upon thirty (30) days’ written notice to
the other;


 


(c)                                  By August Technology immediately upon
notice to Employee for cause which shall be defined as:


 


(i)                                     Employee’s material failure or neglect,
or refusal to perform, the duties and responsibilities of his/her position
and/or the reasonable direction of the Board of Directors or his/her superiors;


 


(ii)                                  Commission by Employee of any willful,
intentional or negligent act that has the effect of injuring the reputation,
business or performance of August Technology;


 


(iii)          Employee’s
conviction of a crime, or commission


of any act involving moral turpitude;


 


(iv)                              Any material default or nonperformance of
the terms of this Agreement, or any violation of 


 


2





















 


                                                Paragraphs 10, 11, 12, 14 and/or 15 of
this Employment Agreement; or


 


(d)                                 Employee’s employment will terminate immediately
upon his/her death.


 


Upon Employee’s resignation or termination under this
Paragraph 8 for any reason, August Technology shall pay Employee his/her Base
Salary through the Employee’s last date of employment, and any accrued and
unused vacation or other paid time off through the Employee’s last date of
employment.  Employee’s entitlement to
any vested pension, profit sharing or other benefits shall be governed by
applicable plan documents.  In the event
Employee’s employment is terminated either by Employee or August Technology
under Paragraph 8 (b), August Technology may elect, in its sole discretion, to
pay Employee his/her salary for the thirty (30) day notice period in lieu of
Employee’s continued performance of duties during the notice period.  In the event Employee is terminated by August
Technology in accordance with Paragraph 8 (b), August Technology shall, in
addition to the above, pay Employee a severance at his/her then current Base
Salary rate for the time period as set forth in Exhibit A as “Severance Period”,
to be paid according to the normal payroll schedule, directly following the
thirty (30) day notice period, and August Technology shall, if the Employee
elects to continue group health or other group benefits as allowed by COBRA, make
the COBRA payments for the  Severance
Period.  Employee shall not be entitled
to any further or other payments or benefits of any kind upon the Employee’s
termination or resignation under this Paragraph 8.  In the event, Employee is entitled to Change in
Control benefits as set forth in Paragraph 9, Employee shall not be entitled to
any severance or notice rights under this Paragraph 8.


 


9.             Change in Control.  If, within 12
months following a Change in Control (as defined below), Employee’s employment
is terminated (as defined below), then:


 


(a)                                  Base Salary .Employee shall be paid his/her last Base
Salary on a regular payroll cycle as of the effective date for the time period
as set forth in Exhibit A as “Change In Control Severance Period” from the effective
date of such termination;


 


(b)                                 COBRA Payments. For the same Change In Control Severance
Period from the effective date of such termination as set forth in Paragraph
9(b), the Company shall, if Employee elects to continue group health or other
group benefits as allowed under COBRA, make the COBRA payments for the Change
In Control Severance Period;


 


 


(c)                                  Option Acceleration. The right to exercise all unexpired and
non-vested stock options in favor of Employee shall immediately vest and
accelerate; and


 


3





















 


(d)                                 Limitation on Change of
Control Payments.  Employee shall not be entitled to receive any
Change of Control Action, as defined below, which would constitute an “excess
parachute payment” for purposes of Code Section 280G, or any successor
provision, and the regulations thereunder. 
In the event any Change of Control Action payable to Employee would
constitute an “excess parachute payment,” then the acceleration of the
exercisability of such stock options and the payments to such Participant
pursuant to this Paragraph 9 shall be reduced to the largest extent or amount
as will result in no portion of such payments being subject to the excise tax
imposed by Section 4999 of the Code.  For
purposes of this Paragraph 9, a “Change of Control Action” shall mean any
payment, benefit or transfer of property in the nature of compensation paid to
or for the benefit of Employee under any arrangement which is considered
contingent on a Change of Control for purposes of Code Section 280G, including,
without limitation, any and all salary, bonus, incentive, restricted stock,
stock option, compensation or benefit plans, programs or other arrangements,
and shall include benefits payable under this Agreement.


 


(e)                                  Change of Control. 
For purposes of this Agreement, “Change of Control” shall mean any of
the following events occurring after the date of this Agreement:


 


(1)                                  A merger or consolidation to which the
Company is a party, an acquisition by the Company involving the issuance of the
Company’s securities as consideration for the acquired business, or any
combination of fully closed and completed mergers, consolidations or
acquisitions during any consecutive twenty-four (24) month period, if the
individuals and entities who were shareholders of the Company immediately prior
to the effective date of such merger, consolidation, or acquisition (or prior
to the effective date of the first of a combination of such transactions) have,
immediately following the effective date of such merger, consolidation or
acquisition (or following the effective date of the last of a combination of
such transactions), beneficial ownership (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934) of less than fifty percent (50%) of the total
combined voting power of all classes of securities issued by the surviving
corporation for the election of directors of the surviving corporation;


 


(2)                                  The acquisition of direct or indirect
beneficial ownership (as defined in Rule 13d-3 under the Securities Exchange
Act of 1934) of securities of the Company by any person or entity or by a group
of associated persons or entities acting in concert in one or a series of
transactions, which causes the aggregate beneficial ownership of such


 


4





















 


                                                person, entity or group to equal or
exceed twenty percent (20%) or more of the total combined voting power of all
classes of the Company’s then issued and outstanding securities;


 


(3)                                  The sale of the properties and assets of
the Company substantially as an entirety, to any person or entity which is not
a wholly-owned subsidiary of the Company;


 


(4)                                  The stockholders of the Company approve
any plan or proposal for the liquidation of the Company; or


 


(5)                                  A change in the composition of the Board
of the Company at any time during any consecutive twenty-four (24) month
period such that the “Continuity Directors” no longer constitute at least a
seventy percent (70%) majority of the Board. For purposes of this event, “Continuity
Directors” means (i) those members of the Board who were directors at the
beginning of such consecutive twenty-four (24) month period or at the
date of this Agreement if this Agreement was entered into less than twenty-four
months prior to the change in composition of the Board; and (ii) any new
director whose election to the Board of Directors or nominations for election
to the Board of Directors was approved by a vote of at least two-thirds (2/3)
of the directors identified in the immediately preceding clause (i).


 


(6)                                  The Company enters into a letter of
intent, an agreement in principle or a definitive agreement relating to an
event described in Paragraph 9(e)(1), 9(e)(2), 9(e)(3), 9(e)(4), or 9(e)(5)
that ultimately results in such a Change of Control, or a tender or exchange
offer or proxy contest is commenced that ultimately results in an event
described in Paragraph 9(e)(2) or 9(e)(5).


 


(f)                                    Termination.  For purposes of this Paragraph 9, “Termination”
shall mean any of the following events occurring within 12 months after a
Change of Control:


 


(1)                                  The termination of
Employee’s employment by the Company for any reason, with or without cause,
except for termination resulting from conduct by Employee constituting (a) a
felony involving moral turpitude under either federal law or the law of the
State of Minnesota, or (b) Employee’s willful failure to fulfill his/her
employment duties with the Company; provided, however, that for purposes of
this clause (c), an act or failure to act by Employee shall not be “willful”
unless it is done, or omitted to be done, in bad faith


 


5





















 


                                                and without any
reasonable belief that Employee’s action or omission were in the best interests
of the Company; or


 


(2)                                  The termination of employment
with the Company by Employee for Good Reason. 
Such termination shall be accomplished by, and effective upon, Employee
giving written notice to Company of his/her decision to terminate.  “Good Reason” shall mean a good faith
determination by Employee, in Employee’s sole and absolute judgment, that any
one or more of the following events has occurred, at any time during the term
of this Agreement or after a Change of Control; provided, however, that such
event shall not constitute “Good Reason” if Employee has expressly consented to
such event in writing or if Employee fails to provide written notice of his/her
decision to terminate within sixty (60) days of the occurrence of such event:


 


(a)                                  A material change
in Employee’s reporting responsibilities, titles or offices, or any removal of
Employee from or any failure to re-elect Employee to any of such positions,
which has the effect of materially diminishing Employee’s responsibility or
authority;


 


(b)                                 A reduction by the
Company in Employee’s base salary (as increased from time to time);


 


(c)                                  A requirement
imposed by the Company on Employee that results in Employee being based at a
location that is outside of a twenty-five (25) mile radius of Employee’s prior
job location;


 


(d)                                 Without the
adoption of a replacement plan, program or arrangement that provides benefits
to Employee that are equal to or greater than those benefits that are
discontinued or adversely affected:


 


i.                                          A failure by the
Company to continue in effect, within its maximum stated term, any pension,
bonus, incentive, stock ownership, stock purchase, stock option, life
insurance, health, accident, disability, or any other employee compensation or
benefit plan, program or arrangement, in which Employee is or has been
participating;


 


6





















 


ii.                                       The taking of any
action by the Company that would adversely affect Employee’s participation or
materially reduce Employee’s benefits under any of such plans, programs or
arrangements; or


 


(e)                                  Any action by the
Company that would materially adversely affect the physical conditions in or
under which Employee performs his/her employment duties; or


 


(f)                                    Any material breach
by the Company of this Employment Agreement between Employee and the Company.


 


Termination
for “Good Reason” shall not include Employee’s death or a termination for any
reason other than the events specified in clauses (a) through (f) above.


 


10.          Confidential Information. 
During the term of this Agreement and at all times thereafter, Employee
shall not directly or indirectly use or disclose any trade secret, proprietary
or confidential information of August Technology or any subsidiary for the
benefit of any person or entity other than August Technology or any subsidiary
without prior written approval of August Technology’s Board of Directors.  For purposes of this Agreement, in addition
to all materials and information protected by applicable statute or law, the
parties acknowledge that confidential information shall include any information,
whether in print, on computer disc or tape or otherwise, which is not public
information and which relates to August Technology or any subsidiary, or August
Technology’s or any subsidiary’s existing or reasonably foreseeable business,
including but not limited to information relating to research, development,
technology, manufacturing processes, purchasing and sales, information relating
to sales and other financial strategies, plans and/or goals, information
relating to proprietary rights and data, ideas, know-how, and/or trade secrets,
information regarding the identity and/or needs of clients or customers, client
or customer lists and other client or customer information, information
regarding active and inactive accounts of August Technology or any subsidiary,
and information relating to August Technology’s or any subsidiary’s methods of
operation.


 


11.          Noncompetition Obligations. 
As a condition to and in consideration of his/her employment and
continued employment, and in exchange for the severance and Change of Control
provisions as set forth in Paragraphs 8 and 9 of this Employment Agreement, and
the mutual covenants herein, Employee agrees that, during his/her employment
and for a period of one (1) year following his/her voluntary or involuntary
resignation or termination for any reason, the Employee will not, on behalf of
himself/herself or any other person or entity:


 


(a)                                  Directly or
indirectly solicit, on Employee’s own behalf, or on behalf of another, any of
August Technology’s or any subsidiary’s customers or potential customers with
whom Employee or Employee’s supervisees had contact, either directly or
indirectly, within the twelve months immediately


 


7





















 


                                                preceding Employee’s
resignation or termination of employment, for the purpose of providing,
selling, or attempting to sell any products or services competing with those
provided or sold by August Technology or any subsidiary, or clearly
contemplated thereby due to research, development, engineering, applications,
licensing, or other like projects in process, at the time of resignation or
termination; or


 


(b)                                 hire or attempt to hire, or influence or
solicit, or attempt to influence or solicit, either directly or indirectly, any
employee of August Technology or any subsidiary to leave or terminate his/her
or her employment, or to work for any other person or entity.


 


12.          Work Product and Inventions.  August Technology shall be entitled to all of
the benefits, profits, results and work product arising from or incident to all
work, services, advice and activities of Employee, including without limitation
all rights in inventions (as set forth below), trademark or trade name
creations, and copyrightable materials. 
Employee shall not, during the term of his/her employment by August
Technology, be interested, directly or indirectly, in any manner, including,
but not limited to, as partner, officer, advisor, or in any other capacity in
any other business similar to, or in competition with, August Technology’s or
any subsidiary’s business.


 


Employee agrees to communicate promptly and fully to
August Technology all inventions, discoveries, improvements or designs
conceived or reduced to practice by Employee during the period of his/her
employment with August Technology (alone or jointly with others), and, except
as provided in this Paragraph 12, Employee will and hereby does assign to
August Technology and/or its nominees all of the Employee’s right, title and
interest in such inventions, discoveries, improvements or designs and all of
his/her right, title and interest in any patents, patent applications or
copyrights based thereon without obligation on the part of August Technology or
any subsidiary to make any further compensation, royalty or payment to Employee.  Employee further agrees to assist August
Technology and/or its nominee (without charge but at no expense to Employee) at
any time and in every proper way to obtain and maintain for its and/or their
own benefit, patents for all such inventions, discoveries and improvements and
copyrights for all such designs.


 


This Agreement does not obligate Employee to assign to
August Technology any invention, discovery, improvement or design for which no
equipment, supplies, facility or trade secret information of August Technology
or any subsidiary was used and which was developed entirely on Employee’s own
time, and (1) which does not relate (a) directly to the business of August
Technology or any subsidiary, or (b) to August Technology’s or any subsidiary’s
actual or demonstrably anticipated research or development, or (2) which does
not result from any work performed by Employee for August Technology or any
subsidiary.


 


13.          Exempt Inventions.  Identified
under Exempt Inventions in Exhibit A by descriptive title are all of the
Inventions, if any, in which Employee possesses any right, title or interest
prior to Employee’s employment with August Technology or execution of this
Employment Agreement which are not subject to the terms hereof.


 


8





















 


14.          Copyrights.  Employee acknowledges that any documents,
drawings, computer software or other work of authorship prepared by Employee
within the scope of his/her employment is a “work made for hire” under U.S.
copyright laws and that, accordingly, August Technology exclusively owns all
copyright rights in such works of authorship. 
For purposes of this paragraph, “scope of employment” means that the
work of authorship (a) relates to any subject matter pertaining to his/her
employment, (b) relates to or is directly or indirectly connected with the
existing or reasonably foreseeable business, products, projects or confidential
information of August Technology or any subsidiary, or (c) involves the use of
any time, material or facility of August Technology or any subsidiary.


 


15.          Return of Property. 
Employee
shall, immediately upon his/her involuntary or voluntary resignation or
termination from employment for any reason, deliver to August Technology all
documents and other items, whether on computer disc or tape or otherwise,
including all copies thereof, belonging to August Technology or any subsidiary
or in any way related to the business of August Technology or any subsidiary or
the services Employee performed for August Technology or any subsidiary,
including but not limited to any documents or items containing trade secret,
proprietary, or confidential information, documents in any way relating to any
inventions or copyrights, client or customer information, information relating
to August Technology’s or any subsidiary’s processes or procedures and any
other materials or documents of any sort relating to August Technology or any
subsidiary.  Employee shall not retain
any copies or summaries of any kind of documents and materials covered by this
Paragraph 15.


 


16.          Remedy upon Violation. 
Employee and August Technology agree that a breach or threatened breach
of Paragraphs 10, 11, 12, 14 or 15 would cause irreparable harm to August
Technology and/or its subsidiaries, and that monetary damages alone would not
be an adequate remedy.  Employee agrees
that August Technology and any subsidiary shall be entitled, in addition to any
other remedy it may have at law or in equity, to an injunction, without the
posting of a bond if allowed by applicable law or with the posting of a minimal
bond if required, enjoining or restraining Employee from any violation or
violations or threatened violation or violations of Paragraphs 10, 11, 12, 14
and 15, and/or for specific performance of duties and obligations under such
paragraphs, and Employee hereby consents to the issuance of such
injunction.  If any rights or
restrictions contained in Paragraphs 10, 11, 12, 14 and 15 shall be deemed to
be unenforceable by reason of the extent, duration or geographic scope, or
other provision thereof, the parties contemplate that the Court shall reduce
such extent, duration or geographic scope or other provision and enforce
Paragraphs 10, 11, 12, 14 and 15 in their reduced form for all purposes in the
manner contemplated by such Paragraphs.


 


17.          Other Agreements.  By Employee’s signature to this Agreement,
Employee warrants that he/she is not subject to any employment, noncompetition,
confidentiality, inventions or other obligations or agreements which would
prevent or restrict the Employee in any way from accepting employment with
August Technology and fully performing his/her duties and responsibilities as
described in this Agreement.  Employee,
by his/her signature to this Agreement, further warrants that he/she has not taken
and will not take any trade secret, proprietary or


 


9





















 


confidential information of any former employer, and will not use or
disclose any such information to anyone in the performance of duties and responsibilities
under this Agreement.


 


18.          Successors and Assigns.  This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of August Technology.


 


19.          Notices.  All notices
and other communications to be given under this Agreement shall be in writing
and shall be deemed to be given when delivered personally, or when mailed by
registered or certified mail, addressed to the party to whom such notice is
intended to be given, at the last known address for that party or at such other
address as the party may specify by written notice.


 


(a)           In
the case of August Technology, the notice shall be provided to:


 


General Counsel


August Technology Corporation


4900 West 78th Street


Bloomington, MN 55435


 


(b)                                 In the case of Employee, the notice shall
be provided to:


 


Lynn Davis


6405 Harold Woods Lane


Edina, MN 55436


 


Either party may, by written notice hereunder,
designate a change of address.  Any
notice, if mailed properly addressed, postage prepaid, registered or certified
mail, shall be deemed dispatched on the registered date or that stamped on the
certified mail receipt, and shall be deemed received within the fifth business
day thereafter, or when it is actually received, whichever is sooner.


 


20.          Survival of Provisions.  Employee acknowledges and agrees that the
restrictions and obligations set forth in Paragraphs 10, 11, 12, 13, 14, 15 and
16 of this Agreement are reasonable, shall survive his/her resignation from or
the termination of his/her employment, and shall apply to him/her whether
his/her resignation or termination from employment is voluntary or involuntary
and regardless of the reason for such resignation or termination.


 


21.          Nonwaivers. 
No failure on the part of either party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise of any right or remedy hereunder
preclude any other or further exercise thereof or the exercise of any right or
remedy granted hereby or by any related document or by law.


 


22.          Governing Law.  This Agreement
shall be construed and interpreted according to the laws of the State of
Minnesota, without reference to its conflict of laws provisions.


 


10





















 


23.          Paragraph Headings.  Paragraph
headings are included in this Agreement for convenience of reference only, and
are not intended to be full or accurate descriptions of the contents hereof.


 


24.          Counterparts.  This Agreement
may be executed in two (2) or more counterparts, each of which shall be deemed
an original, but all of which shall constitute one (1) and the same instrument.


 


25.          Entire Agreement.  This Agreement
states the entire Agreement of the parties on the subjects set forth herein,
and merges and supersedes all prior agreements and understandings between the
parties.  No modification, termination,
or attempted waiver of any provision of this Agreement will be valid unless it
is made in writing and signed by the party against whom the same is sought to
be enforced, and is specifically identified as a modification, termination,
release, waiver or discharge of this Agreement. 
If any term, clause or provision of this Agreement shall for any reason
be adjudged invalid, unenforceable or void, the same shall not impair or
invalidate any of the other provisions contained herein, all of which shall be
performed in accordance with their respective terms.


 


	
   

  	
  AUGUST TECHNOLOGY CORPORATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: March 24, 2005

  	
  By 

  	
  /s/ David Klenk

  	
   

  
	
   

  	
   

  	
  Its President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated: March 23, 2005

  	
  By 

  	
  /s/ Lynn J. Davis

  	
   

  
	
   

  	
   

  	
  Employee

  	
   

  



 


11





















 


EXHIBIT
A


 


 


	
  Employee’s Name

  	
  =

  	
  Lynn Davis

  
	
   

  	
   

  	
   

  
	
  Employee’s Title

  	
  =

  	
  President and Chief Operating Officer

  
	
   

  	
   

  	
   

  
	
  Manager

  	
  =

  	
  Jeff O’Dell

  
	
   

  	
   

  	
   

  
	
  Base Salary

  	
  =

  	
  $300,000

  
	
   

  	
   

  	
   

  
	
  Severance Period

  	
  =

  	
  12 MONTHS

  
	
   

  	
   

  	
   

  
	
  Change In Control Severance Period

  	
  =

  	
  9 MONTHS (if termination takes place during the
  first 12 months of employment)

  
	
   

  	
  =

  	
  18 MONTHS (if termination takes place after first 12
  months of employment)

  
	
   

  	
   

  	
   

  
	
  Exempted Inventions

  	
  =

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Initials of approval:

  	
  AUGUST TECHNOLOGY CORP.

  	
  /s/ DK

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE

  	
  /s/ LJD

  	
   

  
							



 


12