Exhibit 10.2


 


EMPLOYMENT AGREEMENT


 


This Employment Agreement dated as of the 1st
day of November, 2004 between Bio-Reference Laboratories, Inc., a New Jersey
corporation with its principal place of business at 481 Edward H. Ross Drive,
Elmwood Park, New Jersey 07407 (the “Company”) and Marc Grodman residing at
R.D. No. 1, P.O. Box 309, Califon, New Jersey 07830 (the “Employee”).


 


W I T N E S S E T H :


 


WHEREAS, the Company
is primarily engaged in the operation of a clinical laboratory in northern New
Jersey, and


 


WHEREAS, the Company
desires to avail itself of the Employee’s knowledge and experience and to
employ the Employee as its President and Chief Executive Officer on the terms
and conditions hereinafter set forth, and


 


WHEREAS, the
Employee desires to be employed by the Company on the terms and conditions
hereinafter set forth.


 


NOW, THEREFORE, in
consideration of the mutual covenants herein contained, the parties agree as
follows:


 


1.                                      Terms
of Employment. The Company agrees to employ the Employee as its
President and Chief Executive Officer, or in such other position of comparable
status and responsibility as the Company may from time to time direct and/or
desire, and the Employee agrees to accept such employment with the Company, for
a term commencing as of November 1, 2004 (the “Commencement Date”) and
continuing until October 31, 2011 (the “Expiration Date”), unless sooner
terminated as provided in this Agreement (the “Employment Period”). As 


 


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used in this Agreement, the
term “Employment Period” shall also include any periods for which this
Agreement is renewed pursuant to Section 2 hereof.


 


2.                                      Renewal.  This Agreement shall be automatically
renewable for additional two (2) year periods; provided, that either the
Company or the Employee may elect not to renew this Agreement upon written
notice to the other party no less than six (6) months before the Expiration
Date or any subsequent extension thereof pursuant to this Section 2.


 


3.                                      Employee’s
Right to Elect Early Termination of this Agreement


 


Anything to
the contrary herein contained notwithstanding, the Employee shall have a one
time right (a “Cancellation Right”) to elect to terminate this Agreement prior
to the Expiration Date. The Employee’s Cancellation Right hereunder shall be
exercisable to cancel this Agreement effective at the end of any calendar month
commencing October 31, 2008. Any cancellation date elected by the Employee
hereunder shall be called the “Early Termination Date.” Exercise of his
Cancellation Right may be effective solely by the Employee’s written election
of same which election must be received by the Company not less than ninety
(90) days prior to the designated Early Termination Date. In the event of
timely exercise by the Employee of his Cancellation Right and provided that the
Employee has continued to perform his duties and meet his obligations hereunder
without default through the Early Termination Date, the Employment Period as
defined in this Agreement shall terminate at the close of business on such
date. In consideration for his being accorded the Cancellation Right hereby,
the Employee agrees that in the event he exercises his Cancellation Right; (a)
he will not be entitled to receive any severance pay or other benefits pursuant
to this Agreement with respect to periods subsequent to the Early Termination
Date; and (b) he will not during the six (6) month period commencing on the
Early Termination Date (the “Restricted Period”) be directly or indirectly
involved anywhere


 


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in the continental Untied
States, in the solicitation of any customer of the Company, who was a customer
of the Company at any time during the twelve (12) month period preceding the
Early Termination Date, to purchase or contract to purchase any laboratory
testing services similar to those laboratory testing services then being
performed by the Company, or in the solicitation of any Company employee to
terminate his or her employment with the Company and/or to commence employment
with another entity rendering laboratory testing services similar to those then
being performed by the Company (collectively the “Prohibited Activities”).
Indirect involvement by the Employee shall include his being an officer,
director, employee, manager or general partner of or consultant to an entity
conducting Prohibited Activities or beneficially owning (he or a member of his
immediate family) a more than one (1%) percent equity interest in such entity.
The Employee hereby agrees and consents that in addition to monetary damages,
the Company shall be entitled to be granted an injunction or other forms of
equitable relief by any court of competent jurisdiction to prevent violations
of the above restrictive covenant. Furthermore, the parties agree that if in
any proceeding, a court or other authority refuses to enforce the above
restrictive covenant on the ground that it covers too broad a geographical area
or too long a Restricted Period, the restrictive covenant shall be deemed
appropriately amended and modified so as to permit the maximum restricted
geographical area and the maximum Restricted Period so permitted.


 


4.                                      Duties.


 


(a)                                  During
the Employment Period, the Employee shall perform such duties and exercise such
powers relating to the Company as are commensurate with the office of President
and Chief Executive Officer and shall have such other duties and powers as the
Board of


 


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Directors shall from time to
time assign to him, including by way of example but not limitation, duties with
respect to any of the Company’s associated companies.  As used in this Agreement, the term “Associated
Companies” shall mean any company (i) of which not less than fifty (50%)
percent of the equity is beneficially owned by the Company or (ii) any
subsidiary of such company, if any.


 


(b)                                 During
the Employment Period, the Employee shall devote substantially all of his time
and attention during normal business hours and his best efforts and ability to
the business of the Company, shall faithfully and diligently perform the duties
of his employment with the Company and shall do all reasonably in his power to
promote, develop and extend the business of the Company.


 


(c)                                  During
the Employment period, the Employee shall not except as a representative of the
Company or with the written consent of the Company, be directly or indirectly
engaged, concerned or interested in the conduct of any other business competing
or likely to compete with the Company; provided, that notwithstanding anything
contained in this Agreement to the contrary, the Employee shall not be
precluded from devoting a reasonable amount of his time to:


 


(i) serving
with the prior written approval of the Company as a director or member of a
committee of any organization involving no conflict of interest with the
business of the Company; and


 


(ii) managing
his personal investments; provided, that such activities shall not materially
interfere with the Employee’s performance of his duties hereunder; and


 


(iii)
participating in such courses of instruction and rendering such services as
shall be consistent with the maintenance of his skills as a medical doctor; and


 


(iv)
performance as an Assistant Professor of Clinical Medicine and assistant attending
physician at Columbia University and at Presbyterian Hospital, respectively, or
the performance of similar services at any similar institutions; and


 


(v) civic and
charitable activities.


 


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(d)                                 The
Employee shall be employed at the offices of the Company located in Elmwood
Park, New Jersey; provided, that the Employee acknowledges and agrees that the
proper performance of his duties may make it necessary to spend reasonable
periods of time in other parts of the country.


 


5.                                      Compensation.


 


(a)                                  During
the Employment Period, the Company shall pay the Employee as compensation for
his services under this Agreement, a minimum annual base compensation of Seven
Hundred Fifty Thousand ($750,000) Dollars (the “Base Compensation”).  The Base Compensation shall be payable in
equal installments in accordance with the regular payroll procedure established
by the Company.  On of before October 31
of each fiscal year during the Employment Period, the Company’s Compensation
Committee will consider whether to increase the Employee’s Compensation under
this Agreement, based upon the performance of the Company and of the Employee,
during the fiscal year then ending with such increase, if granted, taking
effect as of the immediately following November 1.


 


(b)                                 The
Company is the owner of insurance policy no. 6027639 issued by Principal Life
Insurance Company of America (the “Policy”) insuring the life of the Employee,
and has executed an “Endorsement Split-Dollar Life Insurance Agreement (the “Split
Dollar Agreement”) with the Marc D. Grodman Insurance Trust (the “Trust”)
established by the Employee. Pursuant to the Split Dollar Agreement, the
Company will be the sole owner of and will continue to pay the annual premium
on the Policy (approximately $70,000) during the period that the Employee
continues to serve as a full-time employee of the Company, provided that in the
event of the Employee’s death while serving as a full-time employee of the
Company,


 


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the Company shall be entitled
to collect from the death proceeds payable under the Policy, an amount equal to
the amount of the “Company’s Interest in the Policy” as defined in the Split
Dollar Agreement, and the balance of the said death proceeds, if any, shall be
paid to those beneficiaries designated by the Company at the direction of the
Trust.


 


 (c)                               The
Company shall lease and insure, under the Company’s policy, an automobile for
the benefit of the Employee.  The Company
shall be responsible for maintenance, gasoline, repair and all other such costs
but only to the extent such expenses relate to business use of the
automobile.  At the end of the lease
term, or in the event of the termination of this Agreement for any reason, including
non-renewal, the Employee shall have the following options:


 


(i) surrender
the automobile to the Company,


 


(ii) assume
the Company’s lease payment obligation; or


 


(iii) exercise
the purchase option of the lease, if any.


 


(d)                                 The
Company shall promptly pay or reimburse the Employee for all expenses incurred
by the Employee in the performance of his duties under this Agreement.  Such expenses shall be limited to the
reasonable out-of-pocket expenses necessarily and actually incurred by the
Employee in the performance of his duties; provided that (i) the expenses have
been detailed on a form acceptable to the Company and submitted to the Company
for review and approval and (ii) appropriate supporting documentation is
submitted together with the approved expense form.


 


(e)                                  The
Employee shall be entitled to participate in any fringe benefit and bonus plans
available to the Company’s employees as in effect from time to time, to the
extent determined by the Compensation Committee, and to the extent that the
Employee may be eligible to do so under the applicable provisions of the plans,
including but not limited to


 


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pension, profit sharing, stock
option and similar plans and life and medical insurance plans or coverage
maintained by the Company for senior personnel and/or all personnel.


 


(f)                                    The
Employee shall be entitled to such vacation, personal time and holidays as he
is eligible for under the Company’s Employment and Personnel Policy as the same
presently exists or may hereinafter be amended.


 


(g)                                 Notwithstanding
the provisions of subparagraph (a) of this Section 5, the Employee shall also
be entitled to a percentage increase in his Base Compensation as in effect on
June 30 of each year that this Agreement is in effect, equal to the percentage
increase in the Consumer Price Index – All Urban Consumers – All Items for New
York – Northern New Jersey – Long Island (or any successor index) for such
month of June as compared to such Consumer Price Index for the month of June in
the immediately preceding year.  Any such
increase shall be effective on the immediately following November 1.  No adjustments shall be made for decreases in
such Index.


 


6.                                      Disability.  If during the Employment Period, the Employee
shall incur a Total Disability then, subject to the earlier termination of this
Agreement or the earlier termination of the disability, the Company shall
compensate the Employee as provided in subparagraphs (a), (b), (c) and (d) of
this Section 6.


 


(a)                                  For
the month in which the Employee incurs the total disability, and for the
following  eighteen  (18) months of the disability, the Company
shall compensate the Employee at a rate equal to his then current Base
Compensation.


 


(b)                                 For
a period of three (3) months commencing upon the termination of the eighteen
(18) month period described in subparagraph (a), the Company shall not pay
Employee any portion of his Base Compensation and Employee shall be on an
unpaid leave of absence.


 


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(c)                                  If
the Employee’s disability shall terminate at any time prior to the expiration
of the three (3) month period described in subparagraph (b) of this Section 6,
then the Employee shall return to full and active employment with the Company
under the terms of this Agreement; provided that if he shall again become
disabled within a period of three (3) months after such return, and such
disability is related to his original disability, then the Employee shall be
deemed to have been continuously disabled from the date he incurred his
original disability.


 


(d)                                 Upon
expiration of the three (3) month period described in subparagraph (b) of this
Section 6 without the Employee returning to full and active employment during
such period, the employment of the Employee shall terminate, unless an
additional leave of absence is granted by the Company, in which event the
employment of the Employee shall terminate upon the expiration of the
additional leave of absence.


 


(e)                                  In
the event the Employee shall incur a Partial Disability, during the period of
the Partial Disability, the Employee’s Base Compensation shall be equitably
adjusted according to the time that he is able to devote to the affairs of the
Company.


 


(f)                                    In
addition to the foregoing, the Employee shall be entitled to receive the
amounts, if any, as may be payable to him by reason of his disability under
policies of insurance maintained by the Company, if any.


 


(g)                                 As
used in this Agreement, the term “Total Disability” shall mean a disability such
that, for physical or mental reasons, the Employee is unable to perform any of
his usual duties to the Company on a full-time basis.  As used in this Agreement, the term “Partial
Disability” shall mean a disability, other than a total disability, such that
for physical or mental reasons, the Employee is unable to perform all of his
usual duties to the Company on a full-time basis.


 


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7.                                      Termination.


 


(a)                                  Termination by Death.  If the Employee dies during the Employment
Period, the Company’s obligation to pay Compensation under this Agreement shall
terminate at the date of death and the Employee’s estate shall be entitled to
all arrearages of Base Compensation and expenses.  In addition, the Employee’s estate (or such
other designated beneficiary) shall be entitled to any amounts, if any, as may
be payable to his estate or beneficiaries under policies of insurance
maintained by the Company.


 


(b)                                 Termination for Cause.  This Agreement and the Employee’s employment
with the Company may be terminated for Cause at any time. In the event this
Agreement is terminated for Cause by the Company, the Employee shall be
entitled to all arrearages of Base Compensation and expenses through the Date
of Termination but shall not be entitled to further compensation.  As used in this Agreement, and without
limitation, the term “Cause” shall mean:


 


(i) an act or acts of dishonesty constituting criminal acts by the
Employee resulting or intended to result directly or indirectly in gain to or
personal enrichment of the Employee at the Company’s expense;


 


(ii) the commission of any crime involving fraud, embezzlement or theft
by the Employee against the Company;


 


(iii) the Employee’s material breach of this Employment Agreement.


 


(c)                                  Termination at the Option of the Employee.
This Agreement and the Employee’s employment with the Company may be terminated
at any time, at the election of the Employee, for Good Reason. In the event
this Agreement is terminated for Good Reason, the Employee shall be paid during
the remainder of the Employment Period (computed without giving effect to the
earlier termination hereunder), his Base Compensation at the rate in effect as


 


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of the Date of Termination, and
shall continue to be entitled to employee benefits as if he were still employed
by the Company, until completion of such Employment Period (computed without
giving effect to the earlier termination hereunder).  As used in this Agreement, and without
limitation, the term “Good Reason” shall mean:


 


(i) the assignment to the Employee of duties inconsistent with the
office of President and Chief Executive Officer of the Company or his then
current office, the removal of the Employee from such office or substantial
reduction in the nature or status of the Employee’s then current
responsibilities;


 


(ii) the relocation of the Company’s principal executive offices to a
location more than fifty (50) miles from the Company’s current principal
executive offices or the transfer of the Employee to a place other than the
Company’s principal executive offices (excepting required travel on the Company’s
business in a manner substantially similar to the Employee’s then current
business travel obligations);


 


(iii) the failure by the Company to continue to provide the Employee
with benefits at least as favorable as those in which the Employee was then
participating;


 


(iv) the Company’s material breach of this Employment Agreement.


 


(d)                                 Notice of Termination.  Any purported termination of the Employee’s
employment shall be communicated by a written notice of termination to the
other party hereto which shall specify the Date of Termination (the “Notice of
Termination”).  Such notice shall
indicate a specific termination provision in this Agreement which is relied
upon, recite the facts and circumstances claimed to provide the basis for such
termination and specify the Date of Termination.  As used in this Agreement, the term “Date of
Termination” shall mean the date specified in the Notice of Termination, which
date shall not be less than forty (40) nor more than


 


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sixty (60) days from the date
the Notice of Termination is given.  If
within thirty (30) days from the date the Notice of Termination is given, the
party receiving such notice is able to and cures the alleged violation, the
Employee’s employment will continue in accordance with this Agreement. If
within such thirty (30) day period, the party receiving such notice notifies
the other party that a dispute exists concerning such termination, the Date of
Termination shall be the date on which the dispute is finally resolved.  The Date of Termination shall be extended by
a notice of dispute only if such notice is given in good faith and the party
giving such notice pursues the resolution of such dispute with reasonable
diligence.  Notwithstanding the pendency
of any such dispute, in the absence of bad faith, the Company will be liable
for and will be obligated to continue to pay the Employee his full Base
Compensation in effect as of the date of the Notice of Termination and continue
the Employee as a participant in all compensation, benefit and insurance plans
in which he was participating at such date, until the dispute is finally
resolved.  In the event the final
resolution determines that the Company did not provide the Employee with “Good
Reason” to terminate this Agreement, the Employee shall refund to the Company,
all compensation and other benefits paid to him or in his behalf by the Company
subsequent to the date of the notice given that a dispute exists.


 


8.                                      Change
in Control.  In the event of a
Change in Control and the Employee elects within a reasonable time thereafter
to terminate his employment as a result of such Change in Control, then the
Employee shall receive the following benefits:


 


(a)                                  The
Company shall pay to the Employee his full Base Compensation at the rate in
effect at the time of the Notice of Termination through the Date of
Termination.


 


(b)                                 In
lieu of any further Base Compensation payments for periods subsequent to the
Date of Termination, the Company shall pay to the Employee as severance pay not
later than the


 


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tenth business day following
the Date of Termination, a lump sum payment (the “Severance Payment”) equal to
2.99 times the average of the annual Compensation which was payable by the
Company and includible in the Employee’s gross income for federal income tax
purposes for the five (5) calendar years, or for the portion of such period
during which the Employee was actually employed by the Company if the Employee
has been employed by the Company for less than five (5) calendar years,
preceding the earlier of the calendar year in which a Change in Control
occurred or the calendar year of the Date of Termination (the “Base Period”).  Such average shall be determined in
accordance with the provisions of Section 280G(d) of the Internal Revenue Code
of 1986 as amended (the “Code”).  As used
in this Agreement, the term “Compensation” shall mean and include every type
and form of compensation includible in the Employee’s gross income in respect
of his employment by the Company including compensation income recognized as a
result of the exercise of stock options or sale of the stock so acquired,
except to the extent otherwise provided in Congressional or Joint Committee
Reports or temporary or final regulations interpreting Section 280G(d) of the
Code.


 


(c)                                  The
Severance Payment shall be reduced by the amount of any other payment or the
value of any benefit received or to be received by the Employee in connection
with the termination of his employment or contingent upon a Change in Control
(whether payable pursuant to the terms of this Agreement, any other plan,
agreement or arrangement with the Company) unless (i) the Employee shall have
effectively waived his receipt or enjoyment of such payment or benefit prior to
the date of payment of the Severance Payment, (ii) in the opinion of tax
counsel selected by the Company such other payment or benefit does not
constitute a “parachute payment” within the meaning of Section 280G(b)(2) of
the Code, or (iii) in the opinion of such tax counsel, the Severance Payment
(in its full amount or as partially reduced, as


 


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the case may be) plus all other
payments or benefits which constitute “parachute payments” within the meaning
of Section 280G(b)(2) of the Code are reasonable compensation for services
actually rendered, within the meaning of Section 280G(b)(4) of the Code, and
such payments are deductible by the Company. 
The value of any non-cash benefit or any deferred cash payment shall be
determined by the Company in accordance with the principles of Section 280G(d)(3)
and (4) of the Code.


 


(d)                                 Except
to the extent that Congressional or Joint Committee Reports or temporary or
final regulations interpreting Section 280G of the Code specify that such
payments would result, under subsection (c) above, in a reduction in the
Severance Payment:


 


(i) The Company shall pay to the Employee, not later than the tenth
business day following the Date of Termination, a lump sum amount equal to the
sum of (x) any bonus compensation which has been allocated or awarded for a
fiscal year preceding the Date of Termination but has not yet been paid, and
(y) a pro rata portion of any bonus compensation which the Employee has earned
for the fiscal year in which the Date of Termination occurs determined by
multiplying the Employee’s prior years’ bonus compensation by a fraction equal
to the number of full calendar months in the fiscal year prior to the Date of
Termination over twelve.


 


(ii) The Company shall also pay all legal fees and expenses incurred by
the Employee as a result of such termination (including all such fees and
expenses, if any, incurred in contesting or disputing any such termination or
in seeking to obtain or enforce any right or benefit provided by this
Agreement).


 


(e)                                  If
it is established pursuant to a final determination of a court or an Internal
Revenue Service proceeding that, notwithstanding the good faith of the Employee
and the


 


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Company in applying the terms
of this Section 8, the aggregate “parachute payments” paid are in an amount
that would result in any portion of such “parachute payments” not being
deductible by the Company by reason of Section 280G of the Code, then the
Employee shall have an obligation to pay the Company upon demand an amount
equal to the sum of (i) the portion of the aggregate “parachute payments” paid
that would not be deductible by reason of Section 280G of the Code and (ii)
interest on the amount set forth in clause (i) of this sentence at the
applicable Federal rate (as defined in Section 1274(d) of the Code) from the
date of receipt of such excess until the date of such payment.


 


(f)                                    As
used in the Agreement, the term “Change in Control” shall mean a change in
control of a nature that would be required to be reported in response to Item 6(e)
of Schedule 14A of Regulation 14A issued under the Securities Exchange Act of
1934, as amended (the “Exchange Act”) as in effect as of the date hereof
(regardless of whether or not a Proxy Statement is being filed pursuant to such
Regulation at such time), or if Item 6(e) is no longer in effect, any
subsequent regulation issued under the Exchange Act for a similar purpose,
whether or not the Company is subject to such reporting requirements; provided,
that without limitation, such a change in control shall be deemed to have
occurred if:


 


(i) any “Person” other than the Employee is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 25% or more of the combined
voting power of the Company’s then outstanding securities;


 


(ii) during any period of two consecutive fiscal years (not including
any period prior to the date of the Agreement), individuals who at the
beginning of such period constitute the Board of Directors, and any new
director, whose election by the Board or


 


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nomination for
election by the Company’s stockholders was approved by a vote of at least
two-thirds of the directors then still in office who either were directors at
the beginning of the period or whose election or nomination for elections was
previously approved, cease for any reason to constitute a majority of the
Board; or


 


(iii) the business of the Company is disposed of by the Company pursuant
to a liquidation, sale of assets of the Company, or otherwise.


 


9.                                      Confidential
Information.  The Employee
acknowledges an obligation of confidentiality to the Company and shall not
divulge, disclose or communicate any trade secret, private or confidential
information or other proprietary knowledge of the Company or its associated
companies obtained or acquired by him while so employed.  This restriction shall apply after the
termination of the Employee’s employment without limit in point of time but shall
cease to apply to information or knowledge which may come into the public
domain or whose disclosure may be required by law or court order or pursuant to
the written consent of the Company.


 


10.                               Return
of Information.  Upon termination
of employment, the Employee agrees to not take with him and to deliver to the
Company all records, notes, data, memoranda, models, equipment, blueprints,
drawings, manuals, letters, reports and all other materials of a secret or
confidential nature relating to the business of the Company which are in
possession or control of the Employee.


 


11.                               General
Provisions.


 


(a)                                  This
Agreement contains the entire transaction between the parties, and there are no
other representations, warranties, conditions or agreements relating to the
subject matter of this Agreement.


 


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(b)                                 The
waiver by any party of any breach or default of any provision of this Agreement
shall not operate or be construed as a waiver of any subsequent breach.


 


(c)                                  This
Agreement may not be changed orally but only by an Agreement in writing duly
executed on behalf of the party against which enforcement of any waiver,
change, modification, consent or discharge is sought.


 


(d)                                 This
Agreement shall be binding upon and be enforceable against the Company and its
successors and assigns.  Insofar as the
Employee is concerned, this Agreement is personal and cannot be assigned.


 


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


 


(f)                                    This
Agreement shall be construed pursuant to and in accordance with the laws of the
State of New Jersey.


 


(g)                                 If
any term or provision of this Agreement is held or deemed to be invalid or
unenforceable, in whole or in part, by a court of competent jurisdiction, this
Agreement shall be ineffective to the extent of such invalidity or
unenforceability without rendering invalid or unenforceable the remaining terms
and provisions of this Agreement.


 


(h)                                 Any
dispute, grievance or controversy arising under or in connection with this
Agreement shall be referred to the Board of Directors of the Company and shall
be dealt with by personal discussion, and if not satisfactorily resolved, shall
be submitted to arbitration under the Rules of the American Arbitration
Association in New York City.


 


(i)                                     Any
consent of the Company required under this Agreement shall not be unreasonably
withheld or delayed.


 


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IN WITNESS WHEREOF,
the parties have executed this Agreement on the date first above written.


 


	
   

  	
   

  	
  COMPANY:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Bio-Reference
  Laboratories, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By

  	
   

  	
  s/

  	
  Howard
  Dubinett

  	
   

  
	
   

  	
   

  	
   

  	
  Its
  Executive Vice President

  
	
   

  	
   

  	
   

  	
  Duly
  Authorized

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  s/

  	
  Marc Grodman

  	
   

  
	
   

  	
   

  	
  Marc Grodman

  
									



 


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