**Exhibit 10.17**

 

**EMPLOYMENT AGREEMENT**

 

**EMPLOYMENT AGREEMENT**(“Agreement”)dated this 17th day of May 2004, by and between Joseph B. Blalock (the“Executive”), MortgageIT Holdings, Inc. (the “Company”) and MortgageIT, Inc.(“MortgageIT” and, together with the Company, the “Employers”).

 

**WITNESSETH**

 

**WHEREAS,**theEmployers desire to assure themselves of the services of the Executive as theSenior Risk Manager for the period provided in this Agreement, and theExecutive is willing to serve in the employ of the Employers for such period,all in accordance with the terms and conditions contained in this Agreement.

 

**NOW, THEREFORE,**inconsideration of the mutual covenants herein set forth, Executive and theEmployers do agree to the terms of employment as follows:

 

**1.****                                      Definitions. **The following words and terms shall havethe meanings set forth below for the purposes of this Agreement:

 

(a)                                  **Affiliate. **Affiliateof any person or entity means any stockholder or person or entity controlling,controlled by under common control with such person or entity, or any director,officer or key executive of such entity or any of their respective relatives.For purposes of this definition, “control,” when used with respect to anyperson or entity, means the power to direct the management and policies of suchperson or entity, directly or indirectly, whether through ownership of votingsecurities, by contracting or otherwise; and the terms “controlling” and“controlled” have meanings that correspond to the foregoing.

 

(b)                                 **Base Salary. **“BaseSalary” shall have the meaning set forth in Section 3(a) hereof.

 

(c)                                  **Cause.** Termination of the Executive’s employment for“Cause” shall mean termination because of personal dishonesty or incompetencewhich has or could adversely affect the Employers, willful misconduct, breachof fiduciary duty involving personal profit, intentional failure to performstated duties, willful violation of any law, rule or regulation (other thantraffic violations or other misdemeanor offenses) or final cease-and-desistorder or material breach of any provision of this Agreement.

 

(d)                                 **Change in Control. **“Change in Control” shall mean the occurrence of any of thefollowing events subsequent to the date of this Agreement: (i) an event thatwould be required to be reported in response to Item l(a) of Form 8-K or Item6(e) of Schedule 14A of Regulation 14A pursuant to the Securities Exchange Actof 1934, as amended (“Exchange Act”), or any successor thereto, whether or notany class of securities of the Company is registered under the Exchange Act;(ii) any “person” (as such term is used in Sections 13(d) and 14(d) of theExchange Act), other than a trustee or other fiduciary holding securities underan employee benefit

 

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plan of the Company or anyAffiliate of the Company, is or becomes the “beneficial owner” (as defined inRule 13d-3 under the Exchange Act), directly or indirectly, of securities ofthe Company representing 25% or more of the combined voting power of theCompany’s then outstanding securities; (iii) the sale or other disposition ofall or substantially all of the assets of the Company; or (iv) during anyperiod of three consecutive years, individuals who at the beginning of suchperiod constitute the Board of Directors of the Company cease for any reason toconstitute at least a majority thereof unless the election, or the nominationfor election by stockholders, of each new director was approved by a vote of atleast two-thirds of the directors then still in office who were directors atthe beginning of the period.

 

(e)                                  **Code. **“Code”shall mean the Internal Revenue Code of 1986, as amended.

 

(f)                                    **Competing Business. “**Competing Business” shall mean any business, enterprise orother entity that is primarily engaged in the business of mortgage banking ormortgage brokerage or managing a real estate investment trust.

 

(g)                                 **Confidential and Proprietary Information.**“Confidentialand Proprietary Information” shall mean any and all (i) confidential orproprietary information or material not in the public domain about or relatingto the business, operations, assets or financial condition of the Company orany Affiliate of the Company or any of the Company’s or any such Affiliate’strade secrets; and (ii) information, documentation or material not in thepublic domain by virtue of any action by or on the part of the Executive, theknowledge of which gives or may give the Company or any Affiliate of theCompany an advantage over any person not possessing such information. Forpurposes hereof, the term Confidential and Proprietary Information shall notinclude any information or material (i) that is known to the general publicother than due to a breach of this Agreement by the Executive or (ii) wasdisclosed to the Executive by a person who the Executive did not reasonablybelieve was bound to a confidentiality or similar agreement with the Employers.

 

(h)                                 **Date of Termination.**“Date of Termination”shall mean (i) if the Executive’s employment is terminated for Cause or forDisability, the date specified in the Notice of Termination, and (ii) if theExecutive’s employment is terminated for any other reason, the date on which aNotice of Termination is given or as specified in such Notice.

 

(i)                                     **Disability.**Termination by the Employers ofthe Executive’s employment based on “Disability” shall mean termination becauseof any physical or mental impairment which qualifies the Executive fordisability benefits under the applicable long-term disability plan maintainedby the Company or MortgageIT or, if no such plan applies, which would qualifythe Executive for disability benefits under the Federal Social Security System.

 

(j)                                     **Good Reason.**Termination by the Executiveof the Executive’s employment for “Good Reason” shall mean termination by theExecutive based on:

 

(i)                                     Withoutthe Executive’s express written consent, a material adverse change made by theEmployers which would reduce the Executive’s functions, duties orresponsibilities as Senior Risk Manager of the Company and MortgageIT.

 

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(ii)                                  Withoutthe Executive’s express written consent, a reduction by the Employers in theExecutive’s Base Salary as the same may be increased from time to time;

 

(iii)                               Withoutthe Executive’s express written consent, the Employers require the Executive tobe based at a location more than 25 miles from New York City, New York, exceptfor required travel on business of the Employers to an extent substantiallyconsistent with the Executive’s present business travel obligations;

 

(iv)                              Anypurported termination of the Executive’s employment for Disability which is noteffected pursuant to a Notice of Termination satisfying the requirements ofparagraph (l) below; or

 

(v)                                 Withoutthe Executive’s express written consent, a failure by the Employers to allowthe Executive to participate in and receive the benefits of any cash incentiveor bonus plan, any pension or other retirement benefit plan, profit sharing,stock option, employee stock ownership, or other plans, benefits and privilegesgiven generally to employees and executives of the Employers, to the extentcommensurate with his then duties and responsibilities.

 

(k)                                    **IPO and IPO price**.  IPO shall mean the Initial Public Offeringof  stock of the Company; IPO price shallmean the price at which shares of the Company are initially offered to the public.

 

(l)                                     **IRS. **IRSshall mean the Internal Revenue Service.

 

(m)                               **Notice of Termination.**Any purportedtermination of the Executive’s employment by the Employers for any reason,including without limitation for Cause or Disability, or by the Executive for anyreason, including without limitation for Good Reason, shall be communicated bywritten “Notice of Termination” to the other party or parties hereto. Forpurposes of this Agreement, a “Notice of Termination” shall mean a dated noticewhich (i) indicates the specific termination provision in this Agreement reliedupon, (ii) sets forth in reasonable detail the facts and circumstances claimedto provide a basis for termination of Executive’s employment under theprovision so indicated, (iii) specifies a Date of Termination, which shall benot less than thirty (30) nor more than ninety (90) days after such Notice ofTermination is given, except in the case of the Company’s termination ofExecutive’s employment for Cause, which shall be effective immediately; and(iv) is given in the manner specified in Section 10 hereof.

 

**2.****                                      Termof Employment.**

 

(a)                                  Eachof the Company and MortgageIT hereby employs the Executive as Senior RiskManager of the Company and MortgageIT, and the Executive hereby accepts saidemployment and agrees to render such services to the Employers, on the termsand conditions set

 

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forth in this Agreement.  The term of employment under this Agreementshall be for a term of three years, commencing on the date of this Agreement,unless such term is extended as provided in this Section 2.  On the third annual anniversary of the datefirst above written and each annual anniversary thereafter, the term of thisAgreement shall automatically be extended for an additional one-year, unlessthe Executive or the Employers gives written notice to the other party orparties hereto of such party’s or parties’ election not to extend the term,with such notice to be given not less than sixty (60) days prior to any suchanniversary date. ** **If any party gives timely noticethat the term will not be extended, then this Agreement shall terminate at theconclusion of its remaining term. References herein to the term of thisAgreement shall refer both to the initial term and successive terms.

 

(b)                                 Duringthe term of this Agreement, the Executive shall report to the Credit Committeeand perform such executive services for the Employers as may be consistent withhis titles and such executive services which are from time to time assigned tohim by the Employers’ respective Boards of Directors.

 

**3.****                                      Compensationand Benefits.**

 

(a)                                  (i)The Employers shall compensate and pay the Executive for his services duringthe term of this Agreement at a minimum base salary of $150,000 per year (“BaseSalary”), which may be increased from time to time in such amounts as may bedetermined by the Board of Directors of the Employers and may not be decreasedwithout the Executive’s express written consent.

 

                (ii) In addition to his Base Salary, if the Company meets or exceeds theReturn on Equity target or other reasonable budget goals fixed for the year2004, then the Executive shall be entitled to receive a bonus of  40% of his Base Salary for his servicesrendered in 2004.  For all other periodsduring the term of this Agreement, the Executive may receive such bonuspayments as may be determined by the Compensation Committee of the Company’sBoard of Directors, taking into account in good faith the Executive’sperformance as measured, among other things, by the Company’s performance.  Any Bonus payments due pursuant to thisAgreement shall be made prior to March 1 of the year immediately following theyear in which the services that gave rise to the Bonus were rendered.

 

                (iii)  In addition to the Base Salary and Bonus compensation described inSections 3(a)(i) and (ii) of this Agreement, the Executive shall be granted,pursuant to the Company’s 2004 Long-term Incentive Plan and whatever transferor other agreements are required by applicable law the Option, exercisable onthe first anniversary of this Agreement, to purchase 3,334 shares of theCompany at the IPO price; the Option, exercisable on the second anniversary ofthis Agreement, to purchase 3,333 shares of the Company at the IPO price; andthe Option, exercisable on the third anniversary of this Agreement, to purchase3,333 shares of the Company at the IPO price.

 

(b)                                 Duringthe term of this Agreement, the Executive shall be entitled to participate inand receive the benefits of any pension or other retirement benefit plan,profit sharing, stock option, employee stock ownership, or other plans,benefits and privileges given to employees and executives of the Employers, tothe extent commensurate with his then duties and

 

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responsibilities as fixed bythe Boards of Directors of the Employers. Notwithstanding anything in this sub-paragraph or any other part of thisAgreement, the Executive understands and agrees that the grant of optionspursuant to Section 3(a)(iii) hereof shall reflect all the options to which heis entitled, unless the Compensation Committees of the Boards of Directors ofthe Employers conclude, in their sole discretion, that the Executive should begranted additional options.

 

(c)                                  Duringthe term of this Agreement, the Executive shall be entitled to take paid annualvacation in accordance with the Employers’ established policies. The Executiveshall not be entitled to receive any additional compensation from the Employersfor failure to take a vacation, nor shall the Executive be able to accumulateunused vacation time from one year to the next, except to the extent authorizedby the Board of Directors of the Employers.

 

(d)                                 Inthe event the Executive’s employment is terminated due to Disability, theEmployers shall provide continued life, medical, dental and disability in anamount and to the extent consistent with the Employers’ established policies.

 

**4.****                                      Expenses.**The Employers shall reimburse the Executive or otherwise provide for or pay forall reasonable expenses incurred by the Executive in furtherance of or in connectionwith the business of the Employers, including, but not by way of limitation,traveling expenses, subject to such reasonable documentation and otherlimitations as may be established by the Boards of Directors of the Employers.If such expenses are paid in the first instance by the Executive, the Employersshall reimburse the Executive therefore.

 

**5.****                                      Termination.**

 

(a)                                  TheEmployers shall have the right, at any time upon prior Notice of Termination,to terminate the Executive’s employment hereunder for any reason, including,without limitation, termination for Cause or Disability, and the Executiveshall have the right, upon prior Notice of Termination, to terminate hisemployment hereunder for any reason.

 

(b)                                 Inthe event that (i) the Executive’s employment is terminated by the Employersfor Cause or (ii) the Executive terminates his employment hereunder other thanfor Disability, death or Good Reason, the Executive shall have no rightpursuant to this Agreement to compensation or other benefits for any periodafter the applicable Date of Termination other than for Base Salary accruedthrough the Date of Termination.

 

(c)                                  Inthe event that the Executive’s employment is terminated as a result ofDisability during the term of this Agreement, the Executive shall receive thelesser of (i) his existing Base Salary as in effect as of the date oftermination, multiplied by one year or (ii) his Base Salary for the duration ofthe term of this Agreement.  In the eventof the Executive’s death during the term of this Agreement, the Executive’sestate shall receive the lesser of (i) his existing Base Salary as in effect asof the date of his death, multiplied by one year or (ii) his Base Salarythrough the end of the term of this Agreement.

 

(d)                                 Inthe event that (i) the Executive’s employment is terminated by the Employersfor other than Cause, Disability, or the Executive’s death or (ii) suchemployment is

 

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terminated by the Executive (a)due to a material breach of this Agreement by the Company, which breach has notbeen cured within fifteen (15) business days after a written notice ofnon-compliance has been given by the Executive to the Company, or (b) for GoodReason, then the Company shall, subject to Section 6 hereof, if applicable:

 

(A)                              payto the Executive, a cash severance amount equal to the Executive’s Base Salaryas in effect immediately prior to the Date of Termination, multiplied by one(1) year (“Severance Pay”).  SuchSeverance Pay shall be paid in monthly installments beginning with the firstbusiness day of the month following the Date of Termination and continuing for****one (1) year.  The Boards of Directors of the Employers, intheir sole discretion, may elect to pay the Severance Pay to the Executive on amore accelerated schedule than that set forth in the immediately precedingsentence.

 

(B)                                maintainand provide for a period ending at the earlier of (i) the first anniversary ofthe Date of Termination or (ii) the date of the Executive’s full-timeemployment by another employer, at no cost to the Executive, the Executive’scontinued participation in all group insurance, life insurance, health andaccident, disability and other employee benefit plans, programs andarrangements in which the Executive was entitled to participate immediately priorto the Date of Termination (other than any stock option or other stockcompensation plans or bonus plans of the Employers), provided that in the eventthat Executive’s participation in any such plan, program or arrangement isbarred, the Employers shall arrange to provide Executive with benefitssubstantially similar to those Executive was entitled to receive under suchplans, programs and arrangements prior to the Date of Termination.

 

(C)                                provideto the Executive the entire unvested portion of the compensation described inSection 3(a)(iii) hereof.

 

(e)                                  Inreceiving any payments pursuant to this Section 5, the Executive shall not beobligated to seek other employment or take any other action by way ofmitigation of the amounts payable to the Executive hereunder, and such amountsshall not be reduced or terminated whether or not the Executive obtains otheremployment.

 

(f)                                    Release andSatisfaction.  With respect to theExecutive (and his heirs, successors and assigns), payment by the Company ofthe amounts provided under this Section 5 shall release, relinquish and foreverdischarge the Company and any director, officer, employee, shareholder,corporate parent, or agent of the Company from any and all claims, damages,losses, costs, expenses, liabilities or obligations, whether known or unknown(other than any such claims, damages, losses, costs, expenses, liabilities orobligations to the extent covered by any indemnification arrangement of theCompany with respect to the Executive) which the Executive has incurred orsuffered or may incur or suffer as a result of the Executive’s employment bythe Company or the termination of such employment.  Nothing in this Section 5 shall be deemed tooperate or shall operate as a release, settlement or discharge of any liabilityof the Executive to the Company or others from any action or omission by theExecutive amounting to Cause as defined in this Agreement.

 

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**6.****                                      Limitationof Benefits under Certain Circumstances.**If the payments and benefitspursuant to Section 5 hereof, either alone or together with other payments andbenefits which the Executive has the right to receive from the Employers, wouldconstitute a “parachute payment” under Section 280G of the Code, the paymentsand benefits payable by the Employers pursuant to Section 5 hereof shall bereduced, in the manner determined by the Executive, by the amount, if any,which is the minimum necessary to result in no portion of the payments andbenefits payable by the Employers under Section 5 being non-deductible to theEmployers pursuant to Section 280G of the Code and subject to the excise taximposed under Section 4999 of the Code. The determination of any reduction inthe payments and benefits to be made pursuant to Section 5 shall be based uponthe opinion of independent counsel selected by the Employers’ independentpublic accountants and paid by the Employers. Such counsel shall be reasonablyacceptable to the Employers and the Executive; shall promptly prepare theforegoing opinion, but in no event later than thirty (30) days from the Date ofTermination; and may use such actuaries as such counsel deems necessary oradvisable for the purpose. Nothing contained herein shall result in a reductionof any payments or benefits to which the Executive may be entitled upontermination of employment under any circumstances other than as specified inthis Section 6, or a reduction in the payments and benefits specified inSection 5 below zero.

 

**7.****                                      RestrictionsRespecting Competing Businesses, Confidential Information, etc.**

 

(a)                                  TheExecutive acknowledges and agrees that by virtue of the Executive’s positionand involvement with the business and affairs of the Employers, the Executivewill develop substantial expertise and knowledge with respect to all aspects ofthe Employers’ business, affairs and operations and will have access to allsignificant aspects of the business and operations of the Employers and toConfidential and Proprietary Information.

 

(b)                                 TheExecutive hereby covenants and agrees that, during the term of employment andthereafter, unless otherwise authorized by the Employers in writing, theExecutive shall not, directly or indirectly, under any circumstance: (i)disclose to any other person or entity (other than in the regular course ofbusiness of the Employers) any Confidential and Proprietary Information, otherthan pursuant to applicable law, regulation or subpoena or with the priorwritten consent of the Employers; (ii) act or fail to act so as to impair theconfidential or proprietary nature of any Confidential and ProprietaryInformation; (iii) use any Confidential and Proprietary Information other thanfor the sole and exclusive benefit of the Employers; or (iv) offer or agree to,or cause or assist in the inception or continuation of, any such disclosure,impairment or use of any Confidential and Proprietary Information. Followingthe term of employment, the Executive shall return all documents, records andother items containing any Confidential and Proprietary Information to theEmployers (regardless of the medium in which maintained or stored).

 

(c)                                  TheExecutive covenants and agrees that while the Executive is employed by theEmployers and for one (1) year after the Executive ceases to be employed by theEmployers for any reason (provided that the Employers are complying with theirobligations pursuant to the terms of this Agreement during such one (1) yearperiod), other than the termination of his employment after the Employers haveelected not to renew this Agreement as provided in Section 2(a), the Executiveshall not, directly or indirectly, manage, operate or control, any Competing

 

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Business or, directly orindirectly, induce or influence any customer or other Person that has abusiness relationship with the Employers, or any Affiliate of the Employers, todiscontinue or reduce the extent of such relationship; provided that in thecase of a termination of the Executive, the Employers continue to pay anyamounts owing to the Executive pursuant to Section 5(d) hereof.  For purposes of this Agreement, the Executiveshall be deemed directly or indirectly interested in a business if he isengaged or interested in that business as a stockholder, director, officer, orexecutive, agent, partner, individual proprietor, consultant, advisor or otherwise,but not if the Executive’s interest is limited solely to the ownership of notmore than 5% of the securities of any class of equity securities of acorporation or other person whose shares are listed or admitted to trade on anational securities exchange or are quoted on the Nasdaq Stock Market or asimilar means if the Nasdaq Stock Market is no longer providing suchinformation.

 

(d)                                 Whilethe Executive is employed by the Employers and for one (1) year after theExecutive ceases to be employed by the Employers, the Executive shall not,directly or indirectly, solicit to employ fora Competing Business any employee of the Employers or any Affiliateof the Employers as of the date of the termination of the Executive’semployment with the Employers.

 

(e)                                  Theparties agree that nothing in this agreement shall be construed to limit ornegate the common law of torts, confidentiality, trade secrets, fiduciary dutyand obligations where such laws provide the Employers with any broader, furtheror other remedy or protection than those provided herein.

 

(f)                                    Becausethe breach of any of the provisions of this Section 7 will result in immediateand irreparable injury to the Employers for which the Employers will not havean adequate remedy at law, the Employers shall be entitled, in addition to allother rights and remedies, to seek a degree of specific performance of therestrictive covenants contained in this Section 7 and to a temporary andpermanent injunction enjoining such breach, without posting bond or furnishingsimilar security.

 

**8.****                                      Withholding. **All payments required to be made by theEmployers hereunder to the Executive shall be subject to the withholding ofsuch amounts, if any, relating to tax and other payroll deductions as theEmployers may reasonably determine should be withheld pursuant to anyapplicable law or regulation.

 

**9.****                                      Assignability. **The Employers may assign this Agreementand its rights and obligations hereunder in whole, but not in part, to anycorporation or other entity with or into which the Employers may hereaftermerge or consolidate or to which the Employers may transfer all orsubstantially all of their respective assets, if in any such case saidcorporation or other entity shall by operation of law or expressly in writingassume all obligations of the Employers hereunder as fully as if it had beenoriginally made a party hereto, but may not otherwise assign this Agreement orits rights and obligations hereunder. The Executive may not assign or transferthis Agreement or any rights or obligations hereunder.

 

**10.****                               Notice.**  For the purposes of this Agreement, noticesand all other communications provided for in this Agreement shall be in writingand shall be deemed to have been duly given

 

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when delivered or mailed bycertified or registered mail, return receipt requested, postage prepaid,addressed to the respective addresses set forth on the signature page hereto.Any notice, request, demand or other communication delivered or sent in themanner aforesaid shall be deemed given or made (as the case may be) upon theearliest of (a) the date it is actually received, (b) the business day afterthe day on which it is delivered by hand, (c) the business day after the day onwhich it is properly delivered to Federal Express (or a comparable overnightdelivery service), or (d) the third business day after the day on which it isdeposited in the United States mail. The Employers or the Executive may changetheir respective addresses by notifying the other party or parties of the newaddresses in any manner permitted by this Section 10.

 

**11.****                               Amendment;Waiver. **No provisions of thisAgreement may be modified, waived or discharged unless such waiver,modification or discharge is agreed to in writing and signed by the Executiveand such officer or officers as may be specifically designated by the Boards ofDirectors of the Employers to sign on their behalf. No waiver by any partyhereto at any time of any breach by any other party hereto of, or compliancewith, any condition or provision of this Agreement to be performed by suchother party shall be deemed a waiver of similar or dissimilar provisions orconditions at the same or at any prior or subsequent time.

 

**12.****                               GoverningLaw.**The validity, interpretation, construction and performance of thisAgreement shall be governed by the laws of the United States where applicableand otherwise by the substantive laws of the State of Maryland, without regardto any conflicts of laws provisions thereof. Each party to this Agreement hereby irrevocably consents to thejurisdiction of the United States District Court for the Southern District ofNew York and the courts of the state of New York located in the City of NewYork in any action to enforce, interpret or construe any provision of thisAgreement or of any other agreement or document delivered in connection withthis Agreement, and also hereby irrevocably waiver any defense of impropervenue, forumnonconveniens or lack of personaljurisdiction to any such action brought in those courts.  Each party further irrevocably agrees thatany action to enforce, interpret or construe any provision of this Agreementwill be brought only in one of those courts. Each party hereby waives its right to trial by jury.

 

**13.****                               Natureof Obligations.**Nothing contained herein shall create or require theEmployers to create a trust of any kind to fund any benefits which may bepayable hereunder, and to the extent that the Executive acquires a right toreceive benefits from the Employers hereunder, such right shall be no greater thanthe right of any unsecured general creditor of the Employers.

 

**14.****                               Headings.**The section headings contained in this Agreement are for reference purposesonly and shall not affect in any way the meaning or interpretation of thisAgreement.

 

**15.****                               Validity.**The invalidity, illegality or unenforceability of any provision of thisAgreement, in whole or in part, shall not affect the validity, legality orenforceability of any other provisions of this Agreement, which shall remain infull force and effect.

 

**16.****                               Counterparts.**This Agreement may be executed in one or more counterparts, each of whichshall be deemed to be an original but all of which together will constitute oneand the same instrument.

 

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**17.****                               EntireAgreement.**This Agreement embodies the entire agreement between theEmployers and the Executive with respect to the matters agreed to herein. Allprior agreements between the Employers and the Executive with respect to thematters agreed to herein are hereby superseded and shall have no force or effect.

 

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**IN WITNESS WHEREOF,**thisAgreement has been executed as of the date first above written.

 

 
|   | **MORTGAGEIT HOLDINGS, INC.** |
|--------|-------------------------------|
|   |                          |
|   |                          |
|   | By:                           | /s/ DOUG W.  NAIDUS |   |
|   |                          | Name: | Doug W. Naidus |
|   |                          | Title: | Chief Executive Officer |
|   | Address:                      |
|   |                          | 33 Maiden  Lane |
|   |                          | New York, New  York 10038 |
|   |                          |
|   | **MORTGAGEIT, INC.**          |
|   |                          |
|   |                          |
|   | By:                           | /s/ DOUG W.  NAIDUS |   |
|   |                          | Name: | Doug W. Naidus |
|   |                          | Title: | Chief Executive Officer |
|   | Address:                      |
|   |                          | 33 Maiden Lane |
|   |                          | New York, New York 10038 |
|   |                          |
|   |                          |
|   | **EXECUTIVE**                 |
|   |                          |
|   |                          |
|   | By:                           | /s/ JOSEPH  B. BLALOCK |   |
|   |                          | Name: | Joseph B. Blalock |
|        |                               |  |  |  |  |  |

 

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