Exhibit
10.1


 


EMPLOYMENT AGREEMENT


 


This EMPLOYMENT AGREEMENT
(this “Agreement”), dated December 21, 2009, is entered into by and
between CREDO Petroleum Corporation, a Delaware corporation (the “Company”),
and Marlis E. Smith, Jr., an individual (the “Employee”), to be effective
as of January 1, 2010 (the “Effective Date”) as to all provisions
hereof except for Section 3.(a), which shall become effective on January 16,
2010.


 


WHEREAS, Employee and the Company desire to enter
into an agreement providing for the employment of Employee as President and
Chief Executive Officer of the Company;


 


NOW, THEREFORE, the Company and Employee hereby
agree as follows:


 


1.                                       Employment.   The Company hereby employs Employee, and
Employee hereby accepts employment with the Company, on the terms and
conditions set forth in this Agreement.


 


2.                                       Term.  Subject to the provisions for earlier
termination set forth in Section 5 below, the term of Employee’s
employment under this Agreement (the “Term”) will commence on the
Effective Date and end on December 31, 2011; provided, however, that on January 1, 2012 and on each
succeeding anniversary thereafter, the Term automatically will be extended by
an additional year, unless (a) thirty (30) days prior to any such
succeeding anniversary either Employee or the Company has given the other
written notice to the contrary (which notice is not rescinded before such
anniversary date) or (b) this Agreement has otherwise been terminated as
provided in Section 5 of this Agreement.


 


3.                                       Positions and
Duties.


 


(a)                                  During the
Term, Employee shall have the title of President and Chief Executive Officer of
the Company and such duties and responsibilities as are assigned to him by the
Board of Directors of the Company (the “Board”) from time to time.


 


(b)                                 Employee shall
devote his exclusive professional time, energy, and attention to the affairs
and operations of the Company, and shall use his best efforts to carry out his
responsibilities under this Agreement faithfully and efficiently; provided, however, that nothing contained
herein shall preclude Employee from (i) investing Employee’s personal
assets in such form or manner as will not require Employee’s services in any
capacity in the operations and affairs of the businesses in which such
investments are made, except as precluded in Section 6(b), or (ii) participating
in charitable or other not-for-profit activities as long as such activities do
not interfere with Employee’s work for the Company.


 


4.                                       Compensation.  During the Term:


 


(a)                                  Salary.  Employee shall initially be paid an aggregate
annual base salary of $250,000 per year, less applicable withholdings and
deductions (the “Base Salary”). 
The Board shall review the Base Salary from time to time and may, in its
sole discretion, increase but not decrease the Base Salary.  The Base Salary shall be payable in
accordance with the Company’s standard payroll practices and policies.


 

















 


(b)                                 Bonuses.


 


(i)                                     Initial Annual
Incentive Bonuses.  For the
years ended December 31, 2010 and 2011, Employee also will be eligible to
receive, in the sole discretion of the Board, an annual incentive bonus (an “Initial
Annual Incentive Bonus”) based in part on performance goals which may be
established from time to time by the Board and\or based on the Board’s
judgment regarding the overall performance of Employee in light of general
industry conditions, product prices, and other considerations that the Board
considers appropriate under the circumstances.  Any Initial Annual Incentive Bonus award shall be paid in the form
of cash or, at Employee’s discretion and with Board approval, any portion of
said Initial Annual Incentive bonus may be paid in the form of incentive stock
options in lieu of cash.  If any portion
of the Initial Annual Incentive Bonus is paid in stock options, the number of
options granted calculated at the then current Exercise Price will equal the
number of options required to create pre-tax charges to the Income Statement
over the option vesting period that are equal to the bonus cash consideration
given up by Employee.


 


(ii)                                  Subsequent
Annual Incentive Bonuses.  For
any year subsequent to December 31, 2011, Employee will be eligible to
receive, in the sole discretion of the Board, an annual incentive bonus (a “Subsequent
Annual Incentive Bonus”) based in part on performance goals which may be
established from time to time by the Board and\or on the Board’s judgment
regarding the overall performance of Employee in light of general industry
conditions, product prices, and other considerations that the Board considers
appropriate under the circumstances.  Any Subsequent Annual Incentive Bonus
award shall be paid in the form of cash or, at Employee’s discretion and with
Board approval, any portion of said Subsequent Annual Incentive bonus may be
paid in the form of incentive stock options in lieu of cash.  If any portion of the Subsequent Annual
Incentive Bonus is paid in stock options, the number of options granted
calculated at the then current Exercise Price will equal the number of options
required to create pre-tax charges to the Income Statement over the option
vesting period that are equal to the bonus cash consideration given up by
Employee.


 


(iii)                               Bonus Payments.  Each Initial Annual Incentive Bonus and
Subsequent Annual Incentive Bonus, or portion thereof, that is payable in cash
shall be paid, less applicable deductions and withholdings, in accordance with
the Company’s standard payroll practices and procedures, no later than March 15
of the calendar year following the year in which the bonus accrues.


 


(c)                                  Initial Stock
Option Award.  On the
Effective Date, the Company shall grant to Employee incentive stock options to
acquire a number of shares of the Company’s common stock equal to 50,000
shares.


 


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(d)                                 Stock Option
Terms.


 


(i)                                     Value.  For the purposes of this Agreement, the
dollar value of stock options granted hereunder shall be determined in good
faith by the Board in a manner consistent with the Company’s determination of
such value for financial reporting purposes.


 


(ii)                                  Exercise Price.  The exercise price of the options granted
pursuant to Section 4(c) shall be equal to the closing trading price
of the Company’s common stock on the date of grant on the principal exchange on
which such stock is traded, provided,
however, that in no event will such exercise price be less than the “Fair
Market Value” of the underlying shares, as that term is defined in the Company’s
2007 Stock Option Plan (as the same may be amended from time to time, the “Stock
Option Plan”).


 


(iii)                               Vesting.  Stock options granted pursuant to this
Agreement shall vest one-third on each of the first, second and third
anniversaries of the option grant date.


 


(iv)                              Plan.  The stock options issuable pursuant to this
Agreement shall be issued under and subject to the terms of the Stock Option
Plan, including a customary award agreement as contemplated by the Stock Option
Plan, or such other plan or plans as may be adopted from time to time by the
Company.


 


(e)                                  Other Benefits.  During
the Term, (i) Employee shall be eligible to participate in the Company’s
401(k) plan subject to plan entry requirements, (ii) Employee and/or
Employee’s family, as the case may be, shall be eligible to participate in, and
shall receive all benefits under, to the extent provided by the Company,
medical, prescription and dental plans, (iii) Employee shall be provided
$500,000 of term life insurance in the name of Employee.  Nothing in this Agreement requires that the
Company maintain any particular benefits plan or coverage, which may be
modified or eliminated based on the Company’s needs; provided,
however, that Employee will not be treated differently than other
employees with respect to any such modification or elimination.


 


(f)                                    Expenses and
Allowances.   Employee
is authorized, in carrying out his responsibilities and duties under this
Agreement, to incur reasonable business expenses for the benefit of the
Company, all of types and at levels determined in good faith to be consistent
with his duties as President and Chief Executive Officer of the Company.  All such expenses will either be paid
directly by the Company or the Company shall promptly reimburse Employee for
expenditures upon the submission, from time to time, of itemized accountings
for such expenditures subject to Company policy.


 


(g)                                 Vacation.  Employee shall be entitled to four weeks paid
vacation per year, which shall accrue and be subject to the terms of the
Company’s vacation policy, as the same may be amended from time to time.


 


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5.                                       Termination.


 


(a)                                  Certain
Definitions.  For the
purposes of this Section 5, the following terms shall be assigned the
following meanings:


 


(i)                                     “Accrued
Obligations” means all accrued Base Salary amounts as in effect at the time
of termination, accrued vacation pay or other benefits and reasonable and
necessary business expenses incurred by Employee in connection with his duties,
as contemplated by Sections 4(a), (d) (e), and (g), in each case to the
extent unpaid as of the date of termination and less applicable deductions and
withholdings.


 


(ii)                                  “Cause”
shall mean (i) dishonesty toward, fraud upon, or deliberate injury or
attempted deliberate injury to, the Company, (ii) final conviction for a
felony or crime involving moral turpitude, (iii) willful refusal or
willful failure to follow the lawful directions of the Board, (iv) misfeasance,
malfeasance, or negligence with respect to the performance of Employee’s job
duties, or (v) material violation of the Company’s or its successor’s
established policies and procedures.


 


(iii)                               “Disability”
means a physical or mental impairment which renders Employee unable to perform
the essential functions of his position for a period expected to last at least
60 days, even with reasonable accommodation which does not impose an undue
hardship on the Company.  The
Company reserves the right, in good faith, to make the determination of
disability under this Agreement based upon information supplied by Employee
and/or his medical personnel, as well as information from medical personnel (or
others) selected by the Company or its insurers.


 


(iv)                              “Good Reason”
shall mean the occurrence of any of the following conditions, provided that
Employee gives the Company written notice of such condition within thirty (30)
days of its occurrence, and the Company fails to remedy the condition within
thirty (30) days of its receipt of notice:


 


(1)                                  material
diminution by the Company of Employee’s authority, duties and responsibilities,
which change would cause Employee’s position to become one of less
responsibility, importance and scope;


 


(2)                                  material
reduction by the Company of the Base Salary, as it may be increased from time
to time;


 


(3)                                  the Company or
its successor requiring Employee to be based anywhere other than within thirty
miles of the Company’s principal office location or in or near Denver,
Colorado, except for required business travel to an extent substantially
consistent with Employee’s business travel requirements; or


 


(4)                                  any action or
inaction that constitutes a material breach by the Company of this Agreement.


 


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(b)                                 Death or
Disability.  Employee’s employment shall terminate
automatically upon Employee’s death.  If the Company determines in good
faith that the Disability of Employee has occurred, it may give to Employee
written notice of its intention to terminate Employee’s employment.  In
such event, Employee’s employment with the Company shall terminate effective on
the 30th day after receipt of such notice by Employee unless, within the 30
days after such receipt, Employee has returned to full-time performance of his
duties.  Following termination pursuant
to this Section 5(b), the Company’s only obligation to Employee shall be
to pay to Employee, in a lump sum, an amount equal to the Accrued Obligations,
plus payment to the Executive or his estate or beneficiary, as applicable, of
any amounts due pursuant to the terms of any applicable welfare benefit plans.


 


(c)                                  Termination for
Cause or Without Good Reason.  This Agreement may be terminated at any time
by the Company for Cause or by Employee without Good Reason.  In the case of termination by the Company for
Cause, Employee shall be given written notice by the Board of the intention to
terminate him for Cause, such notice (i) to state in reasonable detail the
act(s) or failure(s) to act that constitute the grounds on which the
proposed termination for Cause is based and (ii) to be given within six
months of the date the Board has reasonable notice of why the act(s) or
failure(s) to act constitute grounds for termination for Cause.  Employee shall be entitled to a hearing
before the Board, provided he requests such hearing within ten calendar days of
receiving the written notice from the Board, and such hearing shall take place
within 10 calendar days of Employee’s request. 
If, within five calendar days following such hearing, Employee is
furnished written notice by the Board confirming that, in its reasonable
judgment, grounds for Cause on the basis of the original notice exist, he shall
thereupon be terminated for Cause.  In
the case of termination by Employee without Good Reason, the termination shall
be effective thirty (30) days after Employee notifies the Company of such
termination.  Following termination
pursuant to this Section 5(c), the Company’s only obligation to Employee
shall be to pay to Employee, in a lump sum, an amount equal to the Accrued
Obligations.


 


(d)                                 Termination
Without Cause or for Good Reason.  This Agreement may be terminated at any time
by the Company without Cause or by Employee with Good Reason.  In each case, such termination shall be
effective immediately upon delivery of notice to the non-terminating party.  In the event of a termination pursuant to
this Section 5(d), the Company shall pay Employee, (i) in a lump sum,
the Accrued Obligations and (ii) in twelve equal monthly installments, the
Base Salary in effect at the time of termination, unless the termination occurs
on or prior to December 31, 2010, in which case the amount payable under
this Section 5(d)(ii) shall be 50% of the Base Salary in effect at
the time of termination payable in six equal monthly installments.


 


(e)                                  Termination
Upon a Change of Control.  In
the event of a termination upon a “Change of Control,” as that term is defined
in the Company’s Key Employee Retention Plan (the “Employee Retention Plan”),
Employee shall be entitled to the benefits provided under Section 4 of the
Employee Retention Plan, but based on a minimum of 12 years of service.  If, in the sole opinion of the Company’s
Board of Directors, such Change of Control results primarily or in large part
due to the constructive efforts of Employee with the prior support of the Board
of Directors, Employee shall be entitled to the benefits provided under Section 4
of the Employee Retention Plan, but based on a minimum of 24 years of service.


 


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(f)                                    Continued
Benefits.  If Employee’s
employment is terminated pursuant to Sections 5(b) or 5(d), Employee
and/or Employee’s dependents, as applicable, shall be entitled to continue any
participation Employee had immediately prior to termination in each of the
Company’s welfare benefit plans as provided in Section 4 of the Employee
Retention Plan, but based on a minimum of 12 years of service.


 


6.                                       Confidentiality;
Non-Competition; Non-Solicitation.


 


Proprietary
Information.  As of the Effective Date, a fiduciary
relationship of confidence and trust is established between Employee and the
Company as to all “Proprietary Information” (as defined below) then existing
and subsequently created or developed by or for the Company, including but not
limited to, information created or developed by Employee during his employment
or association with the Company.  Use and
disclosure of the Proprietary Information shall be governed by Employee’s
duties to the Company under applicable law and by the terms and conditions of
this Agreement.  Employee shall use
Proprietary Information only for the benefit of the Company and for no other
purpose whatsoever.  Except in the
performance of his duties for the benefit of the Company, Employee shall not
disclose to any person or entity or use any Proprietary Information, in any
form.  Employee agrees and acknowledges
that all of the Proprietary Information, in any form, and copies and extracts
thereof, is and shall remain the sole and exclusive property of the Company,
and Employee shall, on request, assign such information of Employee’s
origination to the Company and/or return to the Company the originals and all
copies of all Proprietary Information provided to or acquired by Employee in
connection with his employment or association with the Company, and shall
return to the Company all files, correspondence and/or other communications received,
maintained and/or originated by Employee during the course of such employment
or association.  For the purposes of this
Agreement, the term “Proprietary Information” shall mean all information
which provides an actual or perceived competitive or technological advantage to
the Company relating to the Company or its business, including, but not limited
to, the Calliope Gas Recovery System and Tractor Seal technologies and related
intellectual property; provided, however, that
Proprietary Information shall not include any information which was in Employee’s
possession prior to the date hereof, as evidenced by bona fide written, dated
documents, or any information which is or becomes generally known to the public
through no fault of Employee or others owing duties of trust and
confidentiality to the Company.  Employee
acknowledges that Proprietary Information may include information relating to
applications and unknown uses of the Proprietary Information, and that, while
certain information described above is excluded from the definition of
Proprietary Information, the new uses and unknown applications of any public
information recognized by Employee also constitute Proprietary
Information.  Furthermore, all new uses
and unknown applications of the Proprietary Information which become apparent
to Employee after the Effective Date shall be deemed Proprietary
Information.  Notwithstanding any other
provision of this Agreement and any termination of this Agreement, Proprietary
Information shall remain such until excluded pursuant to the proviso above.


 


Non-Competition.  Except as set forth in this Section 6.(b) or
as may otherwise be approved in advance in writing by the Board, during the
Term and for a period of eighteen months after the termination of Employee’s
employment, Employee shall not compete, directly or indirectly, with the
Company within lease boundaries, spacing units, or governmental sections


 


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where the Company owns
interests as of the Effective Date or within five miles of any lease
boundaries, spacing units or governmental sections in which the Company
acquires interests after the Effective Date. 
Without limiting the generality of the foregoing, Employee shall not
promote or assist, financially or otherwise, any person, firm, association,
partnership, corporation, or any other entity violate the above
restriction.  Primarily due to Employee’s
participation in Company projects during the past 10 years, Employee currently
owns interests in many leases, spacing units and governmental sections in which
the Company also owns interests (collectively referred to as “Employee’s
Predating Ownership Interests”).  Such
Employee’s Predating Ownership Interests are owned by Employee pursuant to
agreements between Employee and the Company which grant Employee certain
ownership rights as set forth in the applicable agreements.  Such Employee’s Predating Ownership Interests
are generally evidenced by, among other things, participation agreements,
assignments, joint interest billings, payments of joint ownership billings,
title opinions, division orders, transfer orders, and revenue receipts which
predate this Agreement.  With respect to
Employee’s Predating Ownership Interests (i) they are hereby acknowledged
and approved, (ii) each parties’ continuing rights and obligations related
to Employee’s Predating Ownership Interests are hereby acknowledged and
approved, and (iii) Employee’s Predating Ownership Interests are hereby
excepted from this Section 6(b).


 


Non-Solicitation.  During the Term and for a period of eighteen
months after the termination of Employee’s employment either by the Company for
Cause or by Employee without Good Reason, Employee shall not directly or
indirectly solicit or induce or attempt to solicit or induce any employee(s),
agent(s) or consultant(s) of the Company to terminate their
employment, representation or other association with the Company.


 


Reasonableness
of Restrictions.  Employee agrees that the covenants set forth
in Sections 6(b) and 6(c) are reasonable with respect to their
duration and scope.  In the event that any of the provisions of
Sections 6(b) and 6(c) shall be declared by a court of competent
jurisdiction to exceed the maximum restrictiveness such court deems
enforceable, such provision shall be deemed to be replaced herein by the
maximum restriction deemed enforceable by such court.


 


7.                                       Injunctive
Relief.  The parties hereto agree that the Company would suffer
irreparable harm from a breach by Employee of any of the covenants or
agreements contained herein, for which there is no adequate remedy at
law.  Therefore, in the event of the actual or threatened breach by
Employee of any of the provisions of this Agreement, the Company, or its
respective successors or assigns, may, in addition and supplementary to other
rights and remedies existing in their favor, apply to any court of law or
equity of competent jurisdiction for specific performance, injunctive or other
relief in order to enforce compliance with, or prevent any violation of, the
provisions hereof, and that, in the event of such a breach or threat thereof,
the Company shall be entitled, without posting a bond, to obtain a temporary
restraining order and/or a preliminary or permanent injunction restraining
Employee from engaging in activities prohibited hereby or such other relief as
may be required to specifically enforce any of the covenants contained herein.


 


8.                                       Governing Law;
Venue.  This Agreement and the legal relations hereby created between
the parties hereto shall be governed by and construed under and in accordance
with the internal 


 


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laws of the State of
Colorado, without regard to conflicts of laws principles thereof.  Any actions under or with respect to this Agreement
shall be filed only in the state or federal courts located in the State of
Colorado and the parties consent to the jurisdiction and venue of solely such
courts.


 


9.                                       Taxes.


 


(a)                                  Except as
otherwise provided in Section 11, and to the extent specifically provided
in Section 10, Employee shall be solely liable for Employee’s tax
consequences of compensation and benefits payable under this Agreement,
including any consequences of the application of Section 409A of the Code.


 


(b)                                 In order to
comply with all applicable federal or state income tax laws or regulations, the
Company may withhold from any payments made under this Agreement all applicable
federal, state, city or other applicable taxes.


 


10.                                 Section 409A
Savings Clause.


 


(a)                                  It is the
intention of the parties that compensation or benefits payable under this
Agreement not be subject to the additional tax imposed pursuant to Section 409A
of the Code.  To the extent such potential payments or benefits could
become subject to such Section, the parties shall cooperate to amend this
Agreement with the goal of giving Employee the economic benefits described
herein in a manner that does not result in such tax being imposed.


 


(b)                                 Notwithstanding
anything in this Agreement to the contrary, if on the date of termination of
Employee’s employment with the Company,


 


(i)                                     Employee would
not have a separation from service within the meaning of Section 409A of
the Code and the Treasury Regulations thereunder (“Separation From Service”),
and as a result of such termination of employment would receive any payment
that, absent the application of this Section 10(b)(i), would be subject to
additional tax imposed pursuant to Section 409A of the Code, then such
payment shall instead be payable on the date that is the earliest of (A) Employee’s
Separation From Service, (B) the date Employee becomes disabled (within
the meaning of Section 409A(a)(2)(C) of the Code), (C) Employee’s
death, or (D) such other date as will not result in such payment being
subject to such additional tax; and if


 


(ii)                                  Employee is a
specified employee within the meaning of Section 409A(a)(2)(B)(i) of
the Code and would receive any payment sooner than six months after
Employee’s separation from service that, absent the application of this Section 10(b)(ii),
would be subject to additional tax imposed pursuant to Section 409A of the
Code as a result of such status as a specified employee, then such payment
shall instead be payable on the date that is the earliest of (A) six months
after Employee’s Separation From Service, (B) Employee’s death, or (C) such
other date as will not result in such payment being subject to such additional
tax.


 


11.                                 Limitation of
Payments to Employee. 
Notwithstanding any other provision of this Agreement, in the event that
any payment (or portion thereof) to be made hereunder to Employee would
constitute a “parachute payment” for purposes of Section 280G(b)(2) of
the Code, such payment (or portion thereof) shall be reduced so that the
remaining portion of such payment (if 


 


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any) does not constitute a
parachute payment.  In the event that more than one payment (or portion
thereof) would constitute a parachute payment, the preceding sentence shall be
applied to such payments in the order designated by Employee until none of the
remaining payments (or portions thereof) constitute parachute payments. 
If Employee does not designate the order in which such payments shall be
reduced, each payment (or portion thereof) shall be reduced in the order in
which it is payable starting with the payment payable last in time, and then
the payment payable next to last in time, and so forth until none of the
remaining payments (or portions thereof) constitute parachute payments.


 


12.                                 Entire
Agreement.  
Subject to final Board approval of the methodology to review and, if
deemed appropriate, approve Employee elections pursuant to joint operating
agreements or participation agreements for wells where Employee and the Company
both own an interest, this Agreement constitutes and contains the entire
agreement and final understanding concerning Employee’s employment with the
Company and the other subject matters addressed herein between the
parties.  It is intended by the parties as a complete and exclusive statement
of the terms of their agreement.  It supersedes and replaces all prior
negotiations and all agreements proposed or otherwise, whether written or oral,
concerning the subject matter hereof.  Any representation, promise or
agreement not specifically included in this Agreement shall not be binding upon
or enforceable against either party.  This is a fully integrated
agreement.


 


13.                                 Amendment and
Waiver.  The provisions of this Agreement may be amended or waived only
with the prior written consent of the Board (or a person expressly authorized
thereby) and Employee, and no course of conduct or failure or delay in
enforcing the provisions of this Agreement shall affect the validity, binding
effect or enforceability of this Agreement.


 


14.                                 Miscellaneous.


 


(a)                                  Binding Effect.  This Agreement will be binding upon and shall
inure to the benefit of both Employee and the Company and their respective
successors, heirs and legal representatives, but neither this Agreement nor any
rights under this Agreement may be assigned by Employee or the Company without
the written consent of the other, and any assignment in violation of the
foregoing shall be void.


 


(b)                                 Notices.  Any notice required or permitted to be given
under this Agreement is to be in writing and either given by personal delivery
or deemed to be delivered three days after deposited, postage pre-paid, in the
U.S. certified or registered mail, return receipt requested, addressed as
follows:


 


	
  If to the Company:

  	
  CREDO Petroleum
  Corporation

  1801 Broadway, Suite 900

  Denver, Colorado 80202

  Attn: Alford B. Neely

  



 


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  If to Employee:

  	
  Marlis E. Smith, Jr.

  5030 Sanford Circle West

  Englewood, CO 80113

  



 


or at such other address as
is specified in written notice given in the manner required in this Agreement.


 


(c)                                  Headings.  The
section and other headings contained in this Agreement are for the convenience
of the parties only and are not intended to be a part hereof or to affect the
meaning or interpretation hereof


 


(d)                                 Construction.  Each
party has cooperated in the drafting and preparation of this Agreement. 
Hence, in any construction to be made of this Agreement, the same shall not be
construed against any party on the basis that the party was the drafter.


 


(e)                                  Severability.  If any
provision of this Agreement or the application thereof is held invalid, the
invalidity shall not affect other provisions or applications of the Agreement
which can be given effect without the invalid provisions or applications and to
this end the provisions of this Agreement are declared to be severable.


 


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


 


This Employment Agreement has been executed by the
parties on the date and year first above written.


 


	
   

  	
  CREDO PETROLEUM CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MARLIS E. SMITH, JR.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Marlis E. Smith, Jr.,
  Individually

  



 


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