EXHIBIT
10.1


 


EMPLOYMENT
AGREEMENT


 


This Employment Agreement (this “Agreement”) is made and entered into
as of the 7th day of June 2004, by and between Apogee Technology, Inc., a
Delaware corporation with its principal office at 129 Morgan Drive, Norwood,
Massachusetts 02062 (the “Company”), and Herbert M. Stein (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company desires to engage the full-time services of the
Executive;


 


WHEREAS, the Executive desires to be so employed by the Company; and


 


WHEREAS, the Company desires to be assured that the unique and expert
services of the Executive will be available solely to the Company on such
full-time basis, and that the Executive is willing and able to render such
services on the terms and conditions hereinafter set forth.


 


NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements set forth below, the parties hereto agree as follows:


 


1.               Employment and Term. 
The Company hereby agrees to employ the Executive, and the Executive
hereby agrees to accept such employment, on the terms and conditions set forth
herein, for the three-year period commencing on June 2, 2004 (the “Effective
Date”), unless such employment is earlier terminated in accordance with the
terms and provisions of this Agreement. 
This Agreement shall automatically renew for successive periods of two
years (each a “Renewal Term”) unless either party notifies the other of its
intention not to renew this Agreement within one hundred twenty (120) days
prior to expiration of the Initial Term or Renewal Term, as appropriate
(collectively, the Initial Term and Renewal Term(s) are the “Term”).


 


2.               Duties and Restrictions.


 


(a)                                  Duties as Executive of
the Company. The Executive shall, subject to the direction and
supervision of the Company’s Board of Directors, serve as the Chief Executive
Officer and President of the Company. 
The Executive shall also serve as Chairman of the Company’s Board of
Directors, subject to the rights of the Company’s shareholders to elect the
Company’s directors.  In his capacity as
President and Chief Executive Officer, the Executive’s rights, duties and
responsibilities shall be as prescribed from time to time by the Board of
Directors of the Company, provided such duties are customary for a president
and chief executive officer.  The
Executive shall devote his entire working time, attention and energy to the
affairs of the Company during the Term of his employment pursuant to this
Agreement.  The Executive shall perform
his duties to the best of his ability, pursuant to the policies and regulations
of the Company, and shall use his best efforts to promote the success of the
present and future businesses of the Company. 
The Executive, as Chief Executive Officer and President of the Company,
shall have primary responsibility for managing the business and financial
affairs of the Company.  Notwithstanding
anything to the contrary, the Executive shall require Board approval to hire or
fire Senior Management Employees.  For
purposes hereof, the term “Senior Management Employees” shall mean employees
who are, or shall be, compensated with an annual base salary equal to or


 


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greater than $150,000 or such other amount as approved by
the Compensation Committee of the Board of Directors.


 


(b)                                 Confidentiality.  The Executive shall not, directly or
indirectly, during the Term and at any time during or following the termination
of his employment with the Company, reveal, divulge, or make known to any
person or entity, or use for the Executive’s personal benefit (including,
without limitation, for the purpose of soliciting business competitive with any
business of the Company or any of its subsidiaries or affiliates), any
information acquired during the course of employment hereunder with regard to
the financial, technical, business or other affairs of the Company or any of
its subsidiaries or affiliates (including, without limitation, any list or
record of persons or entities with which the Company or any of its subsidiaries
or affiliates has any dealings), other than (1) material already in the public
domain, (2) information of a type not considered confidential by persons
engaged in the same business or a similar business to that conducted by the
Company, (3) material known by the recipients through disclosure by a third
party who has a bona fide right to make such disclosure, or (4) material that
the Executive is required to disclose under the following circumstances: (A) in
the performance by the Executive of his duties and responsibilities hereunder,
which disclosure is reasonably necessary or appropriate, to another executive
of the Company or to representatives or agents of the Company (such as
independent public accountants and legal counsel); (B) at the express direction
of any authorized governmental entity; (C) pursuant to a subpoena or other
court process; or (D) as otherwise required by laws or the rules, regulations,
or orders of any applicable regulatory body. 
The Executive shall, at any time requested by the Company (either during
or after his employment with the Company), promptly deliver to the Company all
memoranda, notes, reports, lists, and other documents (and all copies thereof)
relating to the business of the Company or any of its subsidiaries or
affiliates which he may then possess or have under his control.


 


(c)                                  Non-Solicitation. During the Term and
Non-Solicitation Period (as defined below), the Executive will not (i) solicit,
or attempt to solicit, any officer, director, consultant, executive or employee
of the Company or any of its subsidiaries or affiliates (each an “Employee”) to
leave their employment, affiliation, or engagement with the Company or such
subsidiary or affiliate, (ii) call upon, solicit, divert or attempt to solicit
or divert from the Company or any of its affiliates or subsidiaries any of
their customers or suppliers, or potential customers or suppliers, of whose
names he was aware during the term of his employment with the Company; or (iii)
interfere with the business relationship or advantage between the Company and
any customer, supplier, or account of the Company, of whose name he was aware
during the term of his employment with the Company.


 


(d)                                 For purposes of this
Agreement, the “Non-Solicitation Period” shall mean a period of one year
following the termination of the Executive’s employment for any reason; provided,
however, that under no circumstances may the Executive make any
solicitations hereunder with respect to any former Employee until six months
has expired since such Employee’s employment, affiliation or engagement with
the Company has terminated.


 


3.               Compensation and Benefits.


 


(a)                                  Base Salary.  During each Company Fiscal Year, the
Executive shall receive a base salary (as adjusted, the “Base Salary”), payable
in accordance with the Company’s payroll policies as in effect from time to
time.  In addition, the Company’s Board
of Directors shall annually consider granting increases in the Base Salary
based on such factors as the Executive’s performance and the financial
performance of the Company, but the Company shall have no obligation to grant
such increases in compensation.  The
first such review shall take place on or around the first scheduled Board
meeting in 2005.  The Executive’s
initial Base Salary shall be Two Hundred Ninety-Five Thousand Dollars
($295,000.00).  The term “Company Fiscal
Year” shall mean each one-year period ending on December 31.


 


(b)                                 Bonus.  Beginning with the Company Fiscal Year
ending December 31, 2004, and for each successive Company Fiscal Year during
the Term, the Executive shall be eligible to receive a bonus (“Bonus”) at such
time and in such amount as shall be determined by the Company’s Board of
Directors in its


 


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absolute and sole discretion.   This bonus may be paid in cash, stock, or stock options or any
mixture of the three as determined by the Board of Directors.


 


(c)                                  Expenses.  During the Term, the Executive shall be
entitled to receive prompt reimbursement for all reasonable business expenses
incurred by him (in accordance with the policies and procedures established
from time to time by the Company) in performing services hereunder, provided
that the Executive properly accounts therefor in accordance with Company policy.


 


(d)                                 Benefits.  During the Term and subject to any
contribution generally required of employees of the Company, the Executive
shall be entitled to participate in any and all employee benefit plans from
time to time in effect for employees of the Company generally.  Such participation shall be subject to (i)
the terms of the applicable plan documents and (ii) generally applicable
Company policies. The Company may alter, modify or terminate its employee
benefit plans at any time as it, in its sole discretion, determines to be
appropriate.


 


(e)                                  Vacations.  The Executive shall be entitled to twenty
(20) paid vacation days per Company Fiscal Year.  Vacation days shall accrue at the rate of 1.67 days per month in
each fiscal year.  If the Executive does
not fully utilize his vacation in any given year, he may roll any unused
portion forward into future years except that at no time can the total accrued
and unused vacation time exceed forty (40) days.


 


(f)                                    Proration.  Any payments or benefits payable to the
Executive hereunder in respect of any calendar year or any fiscal year during
which the Executive is employed by the Company for less than the entire year,
unless otherwise provided in the applicable plan or arrangement, shall be
prorated in accordance with the number of days in such calendar year or fiscal
year during which he is so employed.


 


(g)                                 Equity Compensation.


 


(i)                                     Grant.  The Company shall grant the Executive
options to purchase 200,000 shares fully vested for the first year of the
employment term at $8.92 per share, it being acknowledged that such exercise
price represents the fair market value of the Company’s common stock as of June
7, 2004.


 


(ii)                                  General Terms;
Forfeiture & Vesting.   The
options shall be subject to a stock option agreement (the “Option Agreement”)
and evidenced by each party’s execution of a stock option agreement. The Option
Agreement shall incorporate each of the following terms and concepts:  (i) the options shall be “non-qualified”
stock options (i.e. the options will not be incentive stock options under
Section 422 of the Internal Revenue Code of 1996, as amended); (ii) the options
shall be of not less than ten (10) years duration; (iii) upon the Executive’s
termination of service with the Company in all capacities (including as an
employee, director or consultant) for other than Cause, death or disability,
the Executive may exercise vested options for a period not to exceed one
hundred eighty (180) days following such termination of service.


 


4.               Termination. The Executive’s employment hereunder
may be terminated by the Company or the Executive, as applicable, without any
breach of this Agreement by the terminating party, under the following
circumstances:


 


(a)                                  Death.  The Executive’s employment hereunder shall
terminate upon his death.  During the
term of the Executive’s employment, the company will pay for a term life
insurance policy in the amount of $600,000 that will be payable to the
Executive’s estate.   This payment shall
be made within a year of the Executive’s death.


 


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(b)                                 Disability.  If, as a result of the Executive’s
incapacity due to physical or mental illness (as determined in good faith by
the Company’s Board of Directors), the Executive shall have been unable, with
reasonable accommodation, to perform the essential functions of his duties and
responsibilities hereunder on a full-time basis for one hundred and eighty
(180) calendar days within any three hundred and sixty (360) consecutive days.


 


(c)                                  Cause.  The Company may terminate the Executive’s
employment hereunder for Cause. For purposes of this Agreement, the Company
shall have “Cause” to terminate the Executive’s employment hereunder upon:


 


(i)                                     The Executive having been convicted of,
or having pleaded guilty or nolo  contendere to, any felony or any
crime involving moral turpitude;


 


(ii)                                  The Executive’s willful or intentional
failure to perform the Executive’s duties and responsibilities hereunder or
failure to follow a lawful written directive of the Board of Directors (other
than any such failure resulting from the Executive’s incapacity due to physical
or mental illness), upon thirty (30) days notice and opportunity to cure;


 


(iii)                               The commission by the Executive of any
fraud, embezzlement or misappropriation of funds; or


 


(iv)                              The breach by the Executive of any of the
Executive’s material obligations under Sections 2(b), 2(c) or 7 of this
Agreement.


 


(d)                                 Termination by the
Company Without Cause. The Company may terminate the Executive’s
employment at any time without Cause effective upon at least sixty (60) days
prior written notice.


 


5.                                       Compensation Upon Termination or Failure
to Renew.   Upon any termination of this Agreement, all
payments, salary and other benefits shall cease, except as specifically
provided for in this Section 5:


 


(a)                                  Death.  If the Executive’s employment shall be
terminated by reason of his death, the Company shall pay to such person as
shall have been designated in a notice filed with the Company prior to the
Executive’s death, or, if no such person shall be designated, to his estate, as
a death benefit, any payments which the Executive’s spouse, beneficiaries, or
estate may be entitled to receive pursuant to any insurance or executive
benefit plan or other arrangement or life insurance policy maintained by the
Company, the Executive’s Base Salary accrued through the Date of Termination at
the rate in effect at the time of death and any Bonus which the Board of
Directors determines is appropriate under Section 3(b).


 


(b)                                 Disability.  During any period that the Executive fails
to perform his duties and responsibilities hereunder as a result of incapacity
due to physical or mental illness, the Executive shall continue to receive his
Base Salary until the Executive’s employment is terminated pursuant to Section
4(b) hereof and thereafter the Executive shall receive the Executive’s Base
Salary accrued through the Date of Termination at the rate in effect at the
time Notice of Termination is given and any Bonus which the Board of Directors
determines is appropriate under Section 3(b) and any disability insurance
benefits the Executive is entitled to receive.


 


(c)                                  Cause or Voluntary
Termination.  If the
Executive’s employment shall be terminated by the Company for Cause, the
Company’s sole obligation shall be to pay the Executive his Base Salary through
the Date of Termination at the rate in effect at the time Notice of Termination
is given.  If the Executive’s employment
shall be terminated voluntarily by the Executive, the Company shall pay the
Executive (i) his Base Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given; and (ii) an amount equal to
the highest Bonus previously received by the Executive, to be paid at the time
such bonuses are customarily paid, and pro-rated in accordance with Section
3(f).


 


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(d)                                 Without Cause. If the Company shall
terminate the Executive’s employment without Cause, then the Company shall pay
the Executive:


 


(i)                                     his Base Salary accrued through the Date
of Termination at the rate in effect at the time Notice of Termination is
given;


 


(ii)                                  in lieu of any further salary payments to
the Executive for periods subsequent to the Date of Termination and as
severance pay to the Executive, following the Date of Termination, Base Salary
for a period equal to the greater of twenty-four (24) months or the remaining
period in the Term, at the rate in effect at the time the Notice of Termination
is given and payable in accordance with the Company’s then-current payroll
policies;


 


(iii)                               amounts necessary to continue the
Executive’s coverage under any medical plans in effect as of the Date of
Termination for a period of twenty-four (24) months commencing on the Date of
Termination; and


 


(iv)                              an amount equal to the highest twelve
month Bonus previously received by the Executive, to be paid at the time such
bonuses are customarily paid.


 


(e)                                  Failure to Renew. Notwithstanding
anything contained in this Agreement, the Executive shall not be entitled to
any compensation in the event that the Term of this Agreement is allowed to
expire at its scheduled expiration date.


 


(f)                                    Any payments paid to
the Executive by the Company under this Section 5 shall (i) be conditioned on
the Executive’s compliance with his post-employment covenants, including
without limitation, sections 2(b), 2(c) and 7; (ii) upon request, be
conditioned on the delivery of a release satisfactory to the Company and (iii)
be deemed liquidated damages.


 


6.                                       Other Provisions Relating to Termination.


 


(a)                                  Notice of Termination.  Any termination of the Executive’s
employment by the Company or by the Executive (other than termination because
of the death of the Executive) during the Term shall be communicated by written
Notice of Termination to the other party hereto. For purposes of this
Agreement, a “Notice of Termination” shall mean a notice which shall indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of the Executive’s employment under the provision so
indicated.


 


(b)                                 Date of Termination.  For purposes of this Agreement, “Date of
Termination” shall mean: (1) if the Executive’s employment is terminated by his
death, the date of his death; (2) if the Executive’s employment is terminated
because of a disability pursuant to Section 4(b), then immediately after Notice
of Termination is given; (3) if the Executive’s employment is terminated by the
Company for Cause then, immediately after a Notice of Termination is given; and
(4) if the Executive’s employment is terminated by the Company without Cause,
then upon such date as is specified in the Notice of Termination.


 


7.                                       Non-Competition.


 


(a)                                  Executive hereby acknowledges
that the Company has developed and will develop substantial and valuable
goodwill with its past, present and future customers as a result of substantial
investments of time, effort and capital. 
Executive further acknowledges that he has acquired, and will continue
to acquire, a high level of skill and expertise in the Company’s field(s) of
business (the “Business”) as a direct result of Executive’s employment by the
Company, and that the Company will likely suffer serious competitive damage if
Executive were to utilize that skill and expertise for the benefit of a
competitor of the Company.  Accordingly,
Executive hereby covenants and agrees that, during the Term or any extension
thereof and for a


 


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period of eighteen (18) months after termination of his
employment with the Company, for any reason or from the date of any final
judgment upholding the provisions of this Section 7, whichever is later,
Executive shall not, anywhere in the world, directly or indirectly engage or
invest in, own, manage, operate, control or participate in the ownership,
management, operation or control of, lend Executive’s name or any similar name
to, or render services similar to those provided by Executive to the Business
and/or the Company, or render advice to, any person, entity or business then
engaged in a business that is competitive with any of the lines of business
conducted by the Company either at the date hereof or at the date of
termination of Executive’s employment; provided, however, that Executive may
purchase or otherwise acquire five percent (5%) or less of the capital stock of
a competitive, publicly traded company.


 


(b)                                 Executive acknowledges
that the Business is multinational in scope and that the duration and
geographic scope of the non-competition provisions set forth in this Section 7
are therefore reasonable.  In the event
that any court determines that the duration or the geographic scope, or both,
are unreasonable and that either such provision is to that extent
unenforceable, the parties hereto agree that the provision shall remain in full
force and effect for the greatest time period and in the greatest area that
would not render it unenforceable. 
Executive expressly grants to the Company for a period of up to eighteen
(18) months, as the case may be, following the termination of this Agreement
the right to notify any person at any time of the terms of this restrictive
covenant.


 


(c)                                  EXECUTIVE
REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HE POSSESSES
ARE SUFFICIENT TO PERMIT HIM, IN THE EVENT OF TERMINATION OF HIS EMPLOYMENT
HEREUNDER FOR ANY REASON, TO EARN, FOR A PERIOD OF UP TO EIGHTEEN (18) MONTHS
FROM SUCH TERMINATION, A LIVELIHOOD SATISFACTORY TO EXECUTIVE WITHOUT VIOLATING
ANY PROVISIONS OF THIS SECTION.


 


8.               Assignment.  Neither the
Company nor the Executive may make any assignment of this Agreement, or any
interest in it, by operation of law or otherwise, without the prior written
consent of the other; provided, however, that the Company may assign its rights
and obligations under this Agreement without the consent of the Executive in
the event that the Company shall effect a reorganization, consolidate with, or
merge into, any other person or transfer all or substantially all of its
properties or assets to any other person. This Agreement shall inure to the
benefit of and be binding upon the Company and the Executive, their respective
successors, executors, administrators, heirs and permitted assigns.


 


9.               Enforcement of Covenants. 
The Executive acknowledges that the Executive has carefully read and
considered all the terms and conditions of this Agreement, including the
restraints imposed upon the Executive pursuant to Sections 2(b), 2(c) and 7.
The Executive agrees that said restraints are necessary for the reasonable and
proper protection of the Company and its affiliates and that each and every one
of the restraints is reasonable in respect to subject matter, length of time
and geographic area. The Executive further acknowledges that, were the
Executive to breach any of the covenants contained in Section 2(b), 2(c) or 7,
the damage to the Company would be irreparable. The Executive therefore agrees
that the Company, in addition to any other remedies available to it, shall be
entitled to preliminary and permanent injunctive relief against any breach or
threatened breach by the Executive of any of said covenants, without having to
post bond.


 


10.         Conflicting Agreements. 
The Executive hereby represents and warrants that the execution of this
Agreement and the performance of the Executive’s obligations hereunder will not
breach or be in conflict with any other agreement to which the Executive is a
party or is bound and that the Executive is not now subject to any covenants
against competition or similar covenants that would affect the performance of
the Executive’s obligations under this Agreement. The Executive will not
disclose to or use on behalf of the Company any proprietary information of a
third party without such party’s consent.


 


11.         Notice.  For purposes
of this Agreement, all notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when (a) delivered personally, (b) sent by facsimile or similar electronic
device and confirmed, (c) delivered by overnight express, or (d) if


 


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sent by any other means, upon receipt. 
Notices and all other communications provided for in this Agreement
shall be


 


If to the Executive:


 


Herbert M. Stein


 


 


If to the Company:


 


Apogee Technology, Inc.


129 Morgan Drive


Norwood, MA  02062


Attn:   Chairman of the Compensation Committee, Alan Tuck                                                              


 


With a copy to:   Apogee’s designated legal counsel


 


 


or to such other address as either party may
have furnished to the other in writing in accordance herewith.


 


12.         Miscellaneous. No provision of this Agreement may be
modified, waived, or discharged unless such waiver, modification, or discharge
is agreed to in a written instrument signed by the Executive and the Company.
No waiver by either party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at
any prior or subsequent time. No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.


 


13.         Validity.  The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect.


 


14.         Counterparts. This Agreement may be executed in
several counterparts, each of which shall be deemed to be an original, but all
of which together will constitute one and the same agreement.


 


15.         Entire Agreement: Effectiveness. 
This Agreement constitutes the entire agreement between the parties with
respect to the subject matter hereof and supersedes any and all prior
employment agreements and/or severance protection letters, agreements, or
arrangements between the Executive, on the one hand, and the Company, or any
other predecessor in interest thereto or any of their respective subsidiaries,
on the other hand.


 


16.         GOVERNING LAW. 
THIS AGREEMENT, INCLUDING THE VALIDITY HEREOF AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE COMMONWEALTH OF MASSACHUSETTS APPLICABLE TO
CONTRACTS MADE AND TO BE PERFORMED ENTIRELY IN SUCH STATE (WITHOUT GIVING
EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF). EACH OF THE PARTIES HERETO
AGREES THAT ANY ACTION OR PROCEEDING BROUGHT TO ENFORCE THE RIGHTS OR
OBLIGATIONS OF ANY PARTY HERETO UNDER THIS AGREEMENT


 


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 MAY BE COMMENCED AND MAINTAINED
IN ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE COMMONWEALTH OF
MASSACHUSETTS, AND THAT THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF
MASSACHUSETTS SHALL HAVE NON-EXCLUSIVE JURISDICTION OVER ANY SUCH ACTION, SUIT
OR PROCEEDING BROUGHT BY ANY OF THE PARTIES HERETO. EACH OF THE PARTIES HERETO
FURTHER AGREES THAT PROCESS MAY BE SERVED UPON IT BY CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, ADDRESSED AS MORE GENERALLY PROVIDED IN SECTION 11 HEREOF,
AND CONSENTS TO THE EXERCISE OF JURISDICTION OVER IT AND ITS PROPERTIES WITH
RESPECT TO ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ENFORCEMENT OF
ANY RIGHTS UNDER THIS AGREEMENT.


 


17.         Arbitration. Any dispute, controversy or claim
arising out of, in connection with, or in relation to this Agreement (except for
matters relating to Sections 2(b), 2(c) or 7 of this Agreement) or any breach
thereof shall be finally settled by arbitration in Boston, Massachusetts,
pursuant to the rules then in effect of the American Arbitration Association.
Any award shall be final, binding and conclusive upon the parties and a
judgment upon the award rendered thereon may be entered in any court having
jurisdiction thereof.


 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  APOGEE TECHNOLOGY, INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Alan Tuck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Alan Tuck

  
	
   

  	
   

  	
  Title:

  	
  Director and Chairman of the Compensation
  Committee

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Arthur Reynolds

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Arthur Reynolds

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Herbert M. Stein

  	
   

  
	
   

  	
  Herbert M. Stein

  
						



 


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