ex10-2.htm


    Exhibit
      10.2

     

    AMENDED
      AND RESTATED

    EMPLOYMENT
      AGREEMENT

    


    THIS
      AMENDED AND
      RESTATED EMPLOYMENT AGREEMENT (the
“Agreement”) is entered into on December 17, 2007
      (the
“Effective Date”), by I-TRAX, INC., a Delaware corporation with
      its principal business offices located at 4 Hillman Drive, Suite 130, Chadds
      Ford, Pennsylvania 19317 (the “Company”), and FRANK A. MARTIN,
      an individual residing at 489 East London Grove Road, West Gove, Pennsylvania
      19390 (“Executive”).

    


    I-trax
      Health Management Solutions,
      Inc. (f/k/a I-trax.com, Inc.) is a subsidiary of the Company and a party to
      an
      Employment Agreement with the Executive effective as of December 29, 2000 (the
      “Original Agreement”).  The Company had executed a
      Joinder to the Original Agreement to guaranty and to act as a surety for the
      performance by I-trax Health Management Solutions, Inc. (f/k/a I-trax.com,
      Inc.)
      under the Original Agreement.  The initial term of the Original
      Agreement began on December 29, 2000 and ended on December 29, 2003 (the
“Original Term”).  Since December 29, 2003, the
      Original Agreement has been renewing automatically for successive additional
      terms of one year each (each, an “Additional
      Term”).  The parties now wish to amend and restate the
      Original Agreement in the form of this Agreement.

    


    In
      consideration of the mutual
      covenants and premises contained herein, and other good and valuable
      consideration the receipt and sufficiency of which are hereby acknowledged
      by
      the parties hereto, the parties agree as follows:

    


    1.           Term
      of Employment.  As of the Effective Date and upon the terms set
      forth in this Agreement, the term of Executive’s employment will extend until
      terminated in accordance with the provisions of Section 4 below (the
“Extended Term,” and together with the Original Term and each
      Additional Term, the “Term”).

    


    2.           Title
      and Capacity.  Executive will shall serve as the Chairman of the
      Board of Directors of the Company and shall perform the duties commensurate
      with
      this position and such other duties as the Company’s Board of Directors (the
“Board”) may determine.  Executive shall devote as
      much time as necessary to performing the above duties.

    


    3.           Salary;
      Benefits.

    


    3.1           Salary.  On
      the Effective Date, the Company is paying Executive an annual base salary of
      $286,057.00 (such salary, as adjusted from time to time, the “Base
      Salary”).  The Compensation Committee of the Board (the
“Compensation Committee”) will complete an annual review of
      Executive’s performance and will, based upon the results of such review,
      increase the Base Salary for any subsequent year of the Term.  In
      addition, the Company will pay Executive a bonus for each complete or partial
      fiscal year during the Term (the “Bonus”).  The Bonus
      will be determined by the Compensation Committee upon consultation with
      Executive.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3.2           Payment
      in Installments.  The Company will pay Executive the Base Salary
      in periodic installments in accordance with the Company’s general payroll
      practices, after withholding for all Federal, state and local taxes and other
      required deductions.  The Company will pay the Bonus within 90 days of
      the end of the end of each calendar year.

    


    3.3           [INTENTIONALLY
      OMITTED]

    


    3.4           Benefits.  Provided
      Executive meets and continues to meet the full-time and any and all other
      eligibility requirements set forth in the Company’s Employee Manual and in the
      applicable benefits plans sponsored by the Company, the Company will make
      available to Executive fringe benefits, retirement, health and welfare benefits
      plans, policies and arrangement as are in effect from time to time and made
      available to senior executives officers of the Company, subject to employee
      cost
      sharing provisions and other provisions of such benefits and benefit plans
      (collectively, the “Benefits”).  Notwithstanding the
      preceding, the Company may change, modify, amend, eliminate, or terminate the
      Benefits or change the employee cost sharing provisions applicable to the
      Benefits, and if the Company does so, thereafter Executive will be entitled
      only
      to then available standard full-time employee Benefits made available to other
      senior executive officers of the Company.

    


    3.5           Paid
      Time Off.  Executive is entitled to 25 paid time off days per year
      in accordance with the Company’s Executive PTO policy, as amended from time to
      time.

    


    3.6           Reimbursement
      of Expenses.

    


    (a)           The
      Company will reimburse Executive for all reasonable travel, entertainment and
      other expenses incurred or paid by Executive in connection with, or related
      to,
      the performance of his duties under this Agreement in accordance with the Travel
      and Expense Policy published by the Company’s Finance Department, as amended
      from time to time.

    


                                    (b)           The
      benefits and reimbursements made pursuant to Section 3.6(a) are subject to
      the
      following restrictions: (1) the amount of benefits provided or expenses eligible
      for reimbursement during any calendar year will not affect the benefits provided
      or expenses eligible for reimbursement during any other calendar year; and
      (2)
      the Company will reimburse an eligible expense as soon as practicable after
      Executive requests such reimbursement, but not later than the December 31
      following the calendar year in which the expense was incurred.

    


    4.           Employment
      Termination.  The employment of Executive by the Company pursuant
      to this Agreement shall terminate upon the occurrence of any of the
      following:

    


    4.1           Cause.  At
      the election of the Company, for “cause,” immediately upon written notice by the
      Company to Executive.  “Cause” for termination shall
      be deemed to exist by reason of (a) any action by Executive resulting in
      the conviction of Executive of, or the entry 

     

    
      
         

      

      
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    of
      a plea
      of guilty or nolo contendere by Executive to, any crime involving moral
      turpitude, any felony, or any misdemeanor involving misconduct or fraud in
      business activities, (b) any breach of a fiduciary duty involving personal
      profit, (c) Executive's willful failure to perform his duties hereunder,
      (d) Executive's willful misconduct, recklessness or gross negligence in the
      performance of his duties hereunder, (e) any action by Executive that
      violates Section 6 below, (f) repeated refusals by Executive to comply with
      the reasonable directives of the Board; provided, however, that
      the Company may terminate Executive's employment pursuant to Subsections 4.1(c),
      (e) or (f) above only after the failure by Executive to correct or cure, or
      to
      commence and continue to pursue the correction or curing of, such refusals
      within ten days after receipt by Executive of written notice of the Board of
      each specific claim of any such refusal and to complete such correction or
      cure
      within 45 days after receipt of such notice.

    


    4.2           Without
      Cause.  At the election of the Company, at any time, upon 30 days
      written notice for any reason whatsoever other than for cause.

    


    4.3           Death
      or Disability.  Upon Executive’s death or 30 days after
      Disability.  “Disability” or
“Disabled” means Executive is unable, due to a physical
      or
      mental disability, to perform the duties contemplated under this Agreement
      for a
      period of three consecutive months or for a cumulative period of four months
      within any six consecutive months.  A physician satisfactory to
      Executive and the Company will determine if Executive is disabled.  If
      Executive and the Company cannot agree on a physician within 30 days of either
      party’s written notice to the other, Executive and the Company will each select
      a physician, who will together select a third physician.  The
      determination of the physician(s) as to Disability will be binding on all
      parties.

    


    4.4           Termination
      by Executive.  At the election of Executive: (a) at any time if
      his health should become impaired to an extent that makes the continued
      performance of his duties hereunder hazardous to his physical or mental health
      or his life, as certified by a physician designated by Executive and reasonably
      acceptable to the Company; (b) for “good reason” upon delivery of written
      notice of such “good reason” to the Company; or (c) upon giving ninety (90)
      days written notice of termination, which termination shall be deemed a breach
      by Executive of his obligations under this Agreement.  “Good
      reason” means (i) the failure by the Company to continue Executive in
      the position of Chairman of the Board (or such other senior executive position
      as may be offered by the Company and which Executive may in his sole discretion
      accept); (ii) material diminution by the Board of Executive’s responsibilities,
      duties or authority as Chairman of the Board (or such other senior executive
      position as may be offered by the Company and which Executive may in his sole
      discretion accept) or assignment to Executive of any duties inconsistent with
      Executive’s position as Chairman of the Board (or such other senior executive
      position as may be offered by the Company and which Executive may in his sole
      discretion accept); (iii) failure by the Company to pay and provide to Executive
      the compensation provided in Section 3.1 above, which failure is not cured
      within thirty (30) days after written notice of such failure is delivered by
      Executive to the Company; (iv) requiring Executive to be permanently based
      anywhere other than within 25 miles of the Company’s present office location in
      Chadds Ford, Pennsylvania (excluding business related travel); (v) a “Change in
      Control,” as 

     

    
      
         

      

      
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    such
      term
      is defined in the Company’s 2001 Equity Compensation Plan; or (vi) any other
      material breach of this Agreement by the Company, which breach is not cured
      within thirty (30) days after written notice of such breach is delivered by
      Executive to the Company.

    


    5.           Effect
      of Termination.

    


    5.1           Termination
      for Cause.  If the Company terminates Executive’s employment for
      cause under Section 4.1, the Company will pay to Executive the Base Salary,
      Bonus and Benefits otherwise payable to Executive under Sections 3.1, 3.2
      and 3.4, pro rata through the last day of Executive’s actual
      employment by the Company.

    


    5.2           Termination
      Without Cause.

    


    (a)           If
      at any time during the Term (i) the Company terminates Executive’s employment
      under Section 4.2 for any reason other than for cause, or (ii) Executive dies
      or
      is Disabled while on the Company’s business or as a result of Executive’s
      performance of his duties under this Agreement, the Company will pay to
      Executive or his estate, as applicable, (1) severance equal to 24 months of
      base
      salary then applicable under Section 3.1, (2) an amount equal to two times
      the
      average, and if necessary annualized, Bonus paid to Executive for the most
      recent two years of the Term, and (3) an amount approximately equal to the
      amount Executive would be required to pay to maintain full-time health benefits
      under COBRA while receiving severance.

    


    (b)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.2, (1) the payments under Section 5.2(a) represent the total obligation of
      the
      Company to Executive under this Agreement.  Further, Executive is not
      required to mitigate damages to receive the payments set forth in Section
      5.2(a).

    


    5.3           Termination
      for Death or Disability.  If Executive’s employment is terminated
      by death or because of Disability under Section 4.3 other than as provided
      in
      Section 5.2(a), the Company will pay to the estate of Executive or to Executive,
      as applicable, the Base Salary and benefits otherwise payable to Executive
      under
      Sections 3.1, 3.2 and 3.4 above through the end of the month in which
      termination of Executive’s employment because of death or Disability
      occurs.

    


    5.4           Termination
      by Executive.

    


    (a)           If
      Executive terminates Executive’s employment under Section 4.4(a) for reasons of
      health, the Company will pay to Executive the Base Salary, Bonus and Benefits
      otherwise payable to Executive under Sections 3.1, 3.2 and 3.4 pro rata
      through the date of termination.

    


    (b)           If
      Executive terminates Executive’s employment under Section 4.4(b) for good reason
      at any time during the Term, the Company will pay to Executive (1) 

     

    
      
         

      

      
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    severance
      equal to 24 months of base salary then applicable under Section 3.1, (2) an
      amount equal to two times the average, and if necessary annualized, Bonus paid
      to Executive for the most recent two years of the Term, and (3) an amount
      approximately equal to the amount Executive would be required to pay to maintain
      full-time health benefits under COBRA while receiving severance.

    


    (c)           Executive
      acknowledges that if Executive’s employment is terminated pursuant to Section
      4.4(b), the payments under Section 5.4(b), represent the total obligation of
      the
      Company to Executive under this Agreement.  Further, Executive is not
      required to mitigate damages to receive the payments set forth in Section
      5.4(b).

    


    (d)           If
      Executive terminates Executive’s employment under Section 4.4(c), the Company
      will pay to Executive the Base Salary, Bonus and Benefits otherwise payable
      to
      him under Sections 3.1, 3.2 and 3.4 pro rata through the last day of
      his actual employment by the Company.

    


    5.5           Severance
      Payments Terms.  The Company will pay the severance benefits under
      this Section 5 to Executive in substantially equal periodic installments in
      accordance with the Company’s general payroll practices, beginning on the first
      payroll date following the date of Executive’s termination of employment and
      ending when the applicable severance period under Section 5
      ends.  Notwithstanding the foregoing, if Executive is a “specified
      employee” within the meaning of Section 409A(2)(B)(i) of the Internal Revenue
      Code (“Code”), the Company will not pay severance upon
      Executive’s termination of employment pursuant to Section 5 (other than by
      reason of Executive’s death), during the first six months following Executive’s
      termination date and all payments that would have otherwise been made during
      that period will be paid to Executive on the first payroll date following the
      expiration of six full months following Executive’s termination
      date.

    


    6.           Non-Competition;
      Non-solicitation; Confidentiality.

    


    6.1           Non-Competition.  During
      the Term and during the Post Termination Non-Competition Period (as defined
      below) after the termination of the Term, Executive will not, including through
      an Affiliate (as defined in Rule 12b-2 promulgated pursuant to the Securities
      Exchange Act of 1934, as amended), engage in the health care management business
      in which the Company or its Affiliates are engaged in at any time during the
      Term (the “Business”) in the United States.  Each of
      the following activities, without limitation, are deemed to constitute engaged
      in the Business:  engaging in, working with, maintaining an interest
      in (other than interests of less than 3% in companies with securities traded
      either on the New York Stock Exchange, the American Stock Exchange, the Nasdaq
      National Market, the Nasdaq SmallCap Market or traded over-the-counter and
      quoted on the Bulletin Board), advising for a fee or other consideration,
      managing, operating, lending money to (other than loans by commercial banks),
      guaranteeing the debts or obligations of, or permitting one’s name or any part
      thereof to be used in connection with an enterprise or endeavor, either
      individually, in partnership or in conjunction with any individual, partnership,
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    company,
      trust, joint venture or any other form of business organization, unincorporated
      organization or governmental entity (or any department, agency or subdivision
      thereof) (each, a “Person”), whether as principal, director,
      agent, shareholder, partner, employee, consultant, independent contractor or
      in
      any other manner whatsoever, any Person in the
      Business.  “Post Termination Non-Competition Period”
      means the longer of one year and the period during which Executive is receiving
      severance under this Agreement.

    


    6.2           Non-Solicitation.  During
      the Term and during the Post Termination Non-Solicitation Period (as defined
      below) after the termination of the Term, Executive will not, directly or
      indirectly, and no Person (including an Affiliate) over which Executive
      exercises control (whether as an officer, director, individual proprietor,
      holder of debt or equity securities, consultant, partner, member or otherwise)
      (a) solicit or engage or employ or otherwise enter into any agreement or
      understanding, written or oral, relating to the services of any Person who
      is
      known or should be known by Executive to be then employed or to have been
      employed within the preceding six months by the Company or its Affiliates,
      (b)
      take any action which could be reasonably expected to lead any Person to cease
      to deal with the Company or its Affiliates or (c) solicit the business of,
      enter into any written or oral agreement with or otherwise deal with any
      supplier of goods, products, materials or services in competition with the
      Company or its Affiliates or solicit the business of customers of the Company
      or
      its Affiliates who were such at any time during the two-year period preceding
      Executive’s last date of employment, except on behalf of businesses in which
      such party would then be permitted to engage directly without violating this
      Section 6.  “Post Termination Non-Solicitation
      Period” means the longer of one year and the period during which
      Executive is receiving severance under this Agreement.

    


    6.3           Confidentiality.  During
      the Term and for a period of five years after the termination of the Term,
      Executive will treat as trade secrets all Confidential Information (as defined
      below) known or acquired by Executive in the course of any affiliation Executive
      has with the Company or its Affiliates and will not disclose any Confidential
      Information to any Person not affiliated with the Company except as authorized
      in writing by the Company.  “Confidential
      Information” means any information relating to the relationship of the
      Company or its Affiliates to their customers (including, without limitation,
      the
      identity of any customer), the research, design, development, manufacturing,
      marketing, pricing, costs, capabilities, capacities and business plans related
      to the Business, the financing arrangements of the Company, or the financial
      condition or prospects of the Company; inventions, products, processes, methods,
      techniques, formulas, compositions, compounds, projects, developments, plans,
      research data, clinical data, financial data, personnel data, computer programs,
      software, including source code, object code, operating systems, bridgeware,
      firmware, middleware or utilities and customer and supplier lists and any other
      confidential information relating to the assets, condition or business of the
      Company or its Affiliates.  Notwithstanding the foregoing, Executive
      will have no obligation with respect to (a) information disclosed to
      Executive by a Person who does not owe a duty of confidentiality to the Company
      or its Affiliates; or (b) information which is in the public domain and is
      readily available; or (c) information where disclosure is required by law
      or is necessary in connection with a claim, dispute or litigation to which
      Executive is or becomes a party and the Company is given ten business days
      prior
      written notice of the intent to make disclosure.

    


    
      
         

      

      
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    6.4           Injunctive
      Relief.  The restrictions contained in this Section 6 are
      necessary for the protection of the business and goodwill of the Company and
      are
      considered by Executive to be reasonable for such purpose.  Executive
      acknowledges and agrees that a breach or threatened breach by Executive of
      the
      covenants contained in this Section 6 would cause the Company irreparable harm
      and that the extent of damages to the Company would be impossible to ascertain
      and that there is and will be available to the Company no adequate monetary
      damages or other remedy at law to compensate it in the event of any such
      breach.  Consequently, Executive agrees that, in the event of a breach
      of any such covenant, in addition to any other relief to which the Company
      is or
      may be entitled, the Company shall be entitled, as a matter of course, to an
      injunction or other equitable relief, including the remedy of specific
      performance, to enforce any or all of such covenants by Executive, his or her
      employer, employees, partners, agents or any of them.

    


    6.5           Modification
      of Covenants.  In the event it shall be determined by any
      arbitrator, court or governmental agency or authority that any provision of
      Section 6 is invalid by reason of the length of any period of time or the size
      of any area during or in which such provision is effective, such period of
      time
      or area shall be considered to be reduced to the extent required to cure such
      invalidity.

    


    6.6           Extension
      of Covenant.  In the event that there should be a violation of the
      restrictions contained in Section 6.1, the duration of such restriction shall
      be
      extended for a period of time equal to the period of time during which such
      breach or breaches shall occur.

    


    6.7           Counter-claims.  The
      existence of any claim or cause of action by Executive against Company, whether
      predicated on this Agreement or otherwise, shall not constitute a defense to
      the
      enforcement by the Company of the restrictions contained in this Section 6
      above, but shall be litigated separately including, without limitation, any
      claim by Executive that Executive has not been terminated for cause pursuant
      to
      Section 4.1 above, unless the claim and defense arise out of the same event
      and
      joinder would be required.

    


    7.           Inventions,
      Patents and Intellectual Property.

    


    7.1           Executive
      agrees that all inventions, discoveries, computer programs, data, software,
      technology, designs, innovations and improvements (whether or not patentable
      and
      whether or not copyrightable) (individually, an “Invention,”
      and collectively, “Inventions”) related to the business of the
      Company which are made, conceived, reduced to practice, created, written,
      designed or developed by Executive, solely or jointly with others and whether
      during normal business hours or otherwise, during the term of Executive’s
      employment by the Company or thereafter if resulting or directly derived from
      Confidential Information, shall be the sole property of the
      Company.  Executive hereby assigns to the Company all Inventions and
      any and all related patents, copyrights, trademarks, trade names, and other
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    property
      rights and applications therefor, in the United States and elsewhere and
      appoints any officer of the Company as his duly authorized attorney to execute,
      file, prosecute and protect the same before any government agency, court or
      authority.  Upon the request of the Company and at the Company's
      expense, the Executive shall execute such further assignments, documents and
      other instruments as may be necessary or desirable to fully and completely
      assign all Inventions to the Company and to assist the Company in applying
      for,
      obtaining and enforcing patents or copyrights or other rights in the United
      States and in any foreign country with respect to any Invention.

    


    7.2           Executive
      shall promptly disclose to the Company all Inventions and will maintain adequate
      and current written records (in the form of notes, sketches, drawings and as
      may
      be specified by the Company) to document the conception and/or first actual
      reduction to practice of any Invention.  Such written records shall be
      available to and remain the sole property of the Company at all
      times.

    


    8.           Return
      of Confidential Information.  Executive agrees that all files,
      letters, memoranda, reports, records, data, sketches, drawings, laboratory
      notebooks, program listings or other written, photographic or other tangible
      material, in each event, containing Confidential Information, whether created
      by
      Executive or others, which shall come into his custody or possession, shall
      be
      and are the exclusive property of the Company to be used by Executive only
      in
      the performance of his duties for the Company.

    


    9.           Cooperation.  At
      any time during the term of this Agreement or thereafter, Executive shall
      reasonably cooperate with the Company in any litigation or administrative
      proceedings involving any matters with which Executive was involved during
      his
      employment by the Company.  The Company shall reimburse Executive for
      reasonable expenses, if any, incurred in providing such assistance.

    


    10.           Notices.  All
      notices, requests, demands and other communications required or permitted under
      this Agreement shall be in writing, and may be given by a party hereto by (a)
      personal service (effective upon delivery), (b) mailed by registered or
      certified mail, return receipt requested, postage prepaid (effective five
      business days after dispatch), (c) reputable overnight delivery service,
      charges prepaid (effective the next business day) or (d) telecopy or other
      means of electronic transmission (effective upon receipt of the telecopy or
      other electronic transmission in complete, readable form), if confirmed promptly
      by any of the methods specified in clauses subparagraphs (a)-(c) of this Section
      10, to the other party at the address shown above, or at such other address
      or
      addresses as either party shall designate to the other in accordance with this
      Section 10.

    


    11.           Non-Disparagement.  During
      the term of Executive’s employment hereunder and for five years thereafter,
      Executive shall not disparage, deprecate, or make any negative comment with
      respect to the Company or its Affiliates or their respective businesses,
      operations, or properties.

    


    
      
         

      

      
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    12.           Pronouns.  Whenever
      the context may require, any pronouns used in this Agreement shall include
      the
      corresponding masculine, feminine or neuter forms, and the singular forms of
      nouns and pronouns shall include the plural and vice versa.

    


    13.           Entire
      Agreement.  This Agreement and such other agreements, schedules
      and exhibits as are referenced therein or herein, constitute the entire
      agreement between the parties and supersede all prior agreements and
      understandings, whether written or oral, relating to the subject matter of
      this
      Agreement.

    


    14.           Amendment.  This
      Agreement may be amended or modified only by a written instrument executed
      by
      both the Company and Executive.

    


    15.           Governing
      Law; Consent to Jurisdiction.

    


    15.1           This
      Agreement shall be construed, interpreted and enforced in accordance with the
      laws of the State of Delaware, notwithstanding any contrary application of
      conflicts of laws principles.

    


    15.2           Each
      party hereto consents to the jurisdiction of all Federal and State courts
      located in the Commonwealth of Pennsylvania which have jurisdiction over any
      disputes arising under this Agreement and agrees that service of process in
      any
      action or proceeding commenced in a court located in the Commonwealth of
      Pennsylvania may be made by written notice as provided in Section 10
      hereof.

    


    16.           Successors
      and Assigns.  This Agreement shall be binding upon and inure to
      the benefit of both parties and their respective successors and assigns,
      including any corporation with which or into which the Company may be merged
      or
      which may succeed to its assets or business; provided, however,
      that the obligations of Executive are personal and shall not be assigned by
      him.

    


    17.           Miscellaneous.

    


    17.1           
      No delay or omission by the Company in exercising any right under this Agreement
      shall operate as a waiver of that or any other right.  A waiver or
      consent given by the Company on any one occasion shall be effective only in
      that
      instance and shall not be construed as a bar or waiver or any right on any
      other
      occasion.

    


    17.2           
      The captions of the sections of this Agreement are for convenience of reference
      only and in no way define, limit or affect the scope or substance of any section
      of this Agreement.

    


    17.3           In
      case any provision of this Agreement shall be invalid, illegal or otherwise
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall in no way be affected or impaired thereby.


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto, intending to be legally bound, have
      executed this Agreement as of the day and year set forth above.

    


    
      	 	
              COMPANY:

            
	 	 	 
	 	
              I-TRAX,
                INC.

            
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Yuri Rozenfeld

            
	 	 	
              Name:
                Yuri Rozenfeld

            
	 	 	
              Title:
                Senior Vice President

            
	 	 	 
	 	 	 
	 	
              Attest:

            	
              /s/
                Roseann Maillie

            
	 	 	
              Name:
                Roseann Maillie

            
	 	 	
              Title:
                Assistant Secretary

            
	 	 	 
	 	 	 
	 	
              EXECUTIVE:

            
	 	 	 
	 	 	 
	
              Witness:
                /s/ Jane Mingey

            	
              /s/
                Frank A. Martin

            


    

     

    
 

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