Exhibit 10.1


 


EMPLOYMENT SECURITY AGREEMENT


 


This
Employment Security Agreement is entered into as of the 11th day of
March, 2004, by and between Isco, Inc., a Nebraska corporation, with its
principal place of business located at P.O. Box 82531, Lincoln, Nebraska
68501-2531, (hereinafter the “Company,” subject to the further definition set
forth in Section 6.1) and Douglas M. Grant of Lincoln, Nebraska
(hereinafter “Executive”).


 


WHEREAS,
the Company considers the establishment and maintenance of a sound and vital
management to be essential to protecting and enhancing the best interests of
the Company and its shareholders; and


 


WHEREAS,
the Company recognizes that, as is the case with many publicly held
corporations, the possibility of a change in control exists, and that
possibility, along with the uncertainty and questions which may arise among
management, may result in the departure or distraction of management personnel
to the detriment of the Company and its shareholders; and


 


WHEREAS,
the Board of Directors of the Company has determined that appropriate steps
should be taken to reinforce and encourage the continued attention and
dedication of members of the Company’s management, including Executive, to
their assigned duties without distraction in the face of potentially disturbing
circumstances arising from the possibility of a change in control of the
Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements of the
parties set forth herein, and for other good and valuable consideration, the
parties agree as follows:


 


Section 1.  Change
in Control.


 


1.1       Right to Change in Control Severance Benefits. In order to induce Executive to remain in
its employ, the Company agrees to provide Executive the payments and benefits
described in this Agreement (in lieu of any severance payments and benefits
Executive would otherwise receive in accordance with the Company’s severance
pay practices) if Executive’s employment with the Company is terminated
subsequent to a “Change in Control” of the Company as defined in
Section 3, under the circumstances described in Section 4.


 


1.2       No
Right to Continued Employment.
This Agreement does not give Executive any right to continued employment by the
Company or a Subsidiary.


 


Section 2.  Term
of Agreement. This
Agreement will be effective as of March 11, 2004, and, except as otherwise
provided in this Agreement, will continue in effect until March 11, 2007
and shall be renewable for additional three (3) year terms at the option of the
Company; and provided further, that if a Change in Control occurs prior to the
expiration of this Agreement, this Agreement will continue in effect for three
(3) years from the Change in Control.


 


Section 3.  Definition
of Change In Control. No benefits will be payable under this Agreement unless there is a
Change in Control and Executive’s employment with the Company is terminated
subsequently under the circumstances described in Section 4 entitling
Executive to benefits. For purposes of this Agreement, a Change in Control of
the Company means the occurrence of any of the following events during the
period in which this Agreement remains in effect. A Change in Control will be
deemed to occur on the date the event occurs:


 


3.1           Change
in Voting Power. Any person
or persons acting together as a “group” for purposes of Section 13(d) of
the Exchange Act (other than the Company, or any Subsidiary, or any entity
beneficially owned by any of the foregoing) which beneficially own (as defined
in Rule 13(d)-3 under the Exchange Act) without Board approval or consent,
directly or


 


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indirectly,
at least thirty  percent (30%) of
the total voting power of the Company entitled to vote generally in the
election of the Board;


 


3.2           Change
in Board of Directors.
Either:


 


(a)           the Current Directors
(as hereinafter defined) cease for any reason to constitute at least a majority
of the members of the Board (for these purposes, a “Current Director” means any
member of the Board as of the date of this Agreement, and any successor of a
Current Director whose election or nomination for election by the Company’s
stockholders was approved by at least a majority of the current Directors then
on the Board); or


 


(b)           at any meeting of the
stockholders of the Company called for the purpose of electing directors, a
majority of the persons nominated by the Board for election as directors fail
to be elected.


 


3.3           Liquidation,
Merger or Consolidation. The
stockholders of the Company approve:


 


(a)           a plan of complete
liquidation of the Company; or


 


(b)           an agreement providing
for the merger or consolidation of the Company (i) in which the Company is not
the continuing or surviving corporation (other than consolidation or merger
with a wholly owned subsidiary of the Company in which all shares outstanding
immediately prior to the effectiveness thereof are changed into or exchanged
for the same consideration) or (ii) pursuant to which the shares are converted
into cash, securities or other property, except a consolidation or merger of
the Company in which the holders of the shares immediately prior to the
consolidation or merger have, directly or indirectly, at least a majority of
the common stock of the continuing or surviving corporation immediately after
such consolidation or merger, or in which the Board immediately prior to the
merger or consolidation would, immediately after the merger or consolidation,
constitute a majority of the board of directors of the continuing or surviving
corporation; or


 


3.4           Sale
of Assets. The stockholders
of the Company approve an agreement (or agreements) providing for the sale or
other disposition (in one transaction or a series of transactions) of all or
substantially all of the assets of the Company.


 


Section 4.  Termination
Following Change in Control. If any of the events described in Section 3 constituting a Change
in Control occurs, Executive will be entitled to the payments and benefits
provided for in Section 5 if a subsequent termination of Executive’s
employment occurs within three (3) years from the date of that Change in
Control, unless that termination is:


 


(a)           because of Executive’s
death;


(b)           by the Company for Cause or
Disability; or


(c)           by Executive other than for
Good Reason.


 


Those
payments and benefits will be in lieu of any severance payments Executive would
otherwise receive in accordance with the Company’s severance pay practices.


 


4.1           Cause. Termination by the Company of Executive’s
employment for “Cause” means Executive is convicted of a felony or commits an
act of gross, flagrant, and willful misconduct relating to his employment or
the Company’s business, including, but not limited to, theft or embezzlement of
the Company’s property or money, or an act of fraud against the Company.  If Company believes Cause exists, as defined
herein, a written


 


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notice
will be delivered to Executive by the Chief Executive Officer of the Company
(or if Executive is the Chief Executive Officer, the Chairman of the Board of
Directors) that specifically identifies the manner in which the Chief Executive
Officer (or the Chairman of the Board) believes that Executive has given the
Company Cause for termination of Executive’s employment, and giving Executive
an opportunity for Executive, together with Executive’s counsel, to be heard
before the Board of Directors of the Company, and a finding that in the good
faith opinion of two-thirds of the Board of Directors, Executive acted (or
failed to act when he should have acted) in a manner constituting Cause as
defined herein, and specifying the particulars of that finding in detail. For
purposes of this subsection 4.1, no act, or failure to act, on Executive’s
part will be considered “willful” unless done, or omitted to be done, by
Executive not in good faith and without reasonable belief that Executive’s
action or omission was in the best interest of the Company.


 


4.2           Disability. Termination by the Company of Executive’s
employment for “Disability” means termination of Executive’s employment
following and because of Executive’s failure to perform substantially all of
the material duties of his position for a period of at least one hundred eighty
(180) consecutive calendar days due to physical or mental illness or injury.
Executive will continue to receive Executive’s full base salary at the rate in
effect and any bonus payments under the executive Short Term Incentive
Compensation Plan (the “Plan”) payable during the one hundred eighty (180) day
qualification period until termination of Executive’s employment for
Disability. After that termination, Executive’s benefit will be determined in
accordance with the Company’s other benefit plans and practices then in effect
that apply to Executive. The Company will have no further obligation to
Executive under this Agreement and all supplemental benefits will be
terminated. If the Company and Executive disagree as to Executive’s incapacity,
each may appoint a medical doctor to certify his opinion as to Executive’s
incapacity, and if the doctors do not agree as to Executive’s incapacity, then
the two doctors will appoint a third medical doctor to certify his opinion as
to Executive’s incapacity, and the decision of a majority of the three doctors
will prevail. The Company will bear the costs of the doctors’ opinions.


 


4.3           Good
Reason. Termination by
Executive of Executive’s employment for “Good Reason” means termination by
Executive of Executive’s employment based on:


 


(a)           The
assignment to Executive of duties inconsistent with his position and status
with the Company as they existed immediately prior to a Change in Control, or a
substantial change in Executive’s title, offices or authority, or in the nature
of his responsibilities, as they existed immediately prior to a Change in
Control, except in connection with the termination of his employment for Cause
or Disability or as a result of his death or by Executive other than for Good
Reason;


 


(b)           A
reduction in Executive’s base salary as in effect on the date of this Agreement
or as his salary may be increased from time to time;


 


(c)           A
failure to continue the Company’s Plan, as it may be modified from time to
time, substantially in the form in effect immediately prior to a Change in
Control, or a failure to continue Executive as a participant in the Plan on a
basis substantially similar to his participation immediately prior to a Change
in Control, or to pay Executive the amounts that Executive would be entitled to
receive in accordance with the Plan;


 


(d)           Requiring
Executive to be based more than thirty-five (35) miles from the location where
Executive is based immediately prior to a Change in Control, except for
required travel on business to an extent substantially consistent with
Executive’s


 


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business
travel obligations prior to the Change in Control, or if Executive is agreeable
to relocating, then the Company agrees to reimburse Executive for all
reasonable moving expenses incurred by Executive and to indemnify Executive
against any loss realized in the sale of his principal residence in connection
with that relocation;


 


(e)           The
failure to continue in effect any retirement plan, life insurance plan, medical
insurance plan, disability plan or any other benefit plan in which Executive is
participating immediately prior to a Change in Control (or provide plans
providing Executive with substantially similar benefits), the taking of any
action by the Company that would adversely affect Executive’s participation or
materially reduce his benefits under any of those plans or deprive Executive of
any material fringe benefit enjoyed by Executive immediately prior to a Change
in Control; or


 


(f)            The
failure by the Company to obtain the assumption of this Agreement by any
successor, as contemplated in Section 6.


 


4.4           Notice
of Termination. Any
purported termination by the Company pursuant to subsections 4.1 or 4.2 or by
Executive pursuant to subsection 4.3 will be communicated by written
Notice of Termination to the other party. For purposes of this Agreement, a
“Notice of Termination” means a notice that indicates the specific termination
provision in this Agreement relied upon and setting forth in reasonable detail
the facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated. Any purported
termination not effected pursuant to a Notice of Termination meeting the
requirements set forth in this Agreement will not be effective.


 


4.5           Date of Termination.  For purposes of this Agreement, the date of
the termination of Executive’s employment (“Date of Termination”) will be:


 


(a)        if
Executive’s employment is terminated by his death, the end of the month in
which his death occurs;


 


(b)        if
Executive’s employment is terminated for Disability, thirty (30) days after
Notice of Termination is given; or


 


(c)        if
Executive’s employment is terminated by Executive or by the Company for any
other reason, the date specified in the Notice of Termination.


 


Section 5.  Benefits
Upon Certain Terminations Following a Change in Control. If within three (3) years following the
Change in Control, Executive’s employment is terminated other than for Death or
Disability or without Cause, or if Executive terminates his employment for Good
Reason, then the following provisions will apply:


 


5.1           Compensation
Through Date of Termination. The Company will pay Executive within thirty
(30) days after termination:


 


(a)        Any
unpaid amount of Executive’s base salary through the Date of Termination;


 


(b)        With
respect to any year then completed, any unpaid amount accrued to Executive
pursuant to the Plan referred to in Section 4.2; and


 


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(c)        With
respect to any year then partially completed, a pro rata portion through the
Date of Termination of Executive’s annual bonus under the Plan, based upon the
amount of his bonus for the previous year.


 


5.2           Additional
Severance. In lieu of any further salary and bonus payments to Executive
for periods subsequent to the Date of Termination, or other severance payments,
the Company will pay as severance pay to Executive three times the sum of:


 


(a)        Executive’s
annual base salary as of the date of Change in Control, or as of the Date of
Termination, whichever is greater; and


 


(b)        Executive’s
annual bonus under the Plan.  Executive’s
annual bonus amount is to be based on the greater of:


 


(1)           the average of Executive’s bonus for the two fiscal years of the
Company preceding the year in which the Change in Control occurs, or


 


(2)           the
average of Executive’s bonus for the two fiscal years of the Company preceding
the year in which the termination of employment occurs.


 


The
additional severance pay provided for in this Section 5.2 shall be
transferred to a “Rabbi Trust”, effective as of the Date of Termination, and
paid to Executive in thirty-six (36) equal monthly installments commencing on
the first day of the next month following the Date of Termination, and on the
first day of each subsequent month, until fully paid.


 


5.3           Benefit
Plans. Unless Executive’s employment is terminated for Cause, the Company
will maintain in full force and effect for Executive’s continued benefit, and
for Executive’s family or dependents, consistent with the type of coverage
Executive had prior to the Change in Control, for a period of four (4) years following
the Date of Termination, the health, dental, disability and other welfare
benefits, plan, programs and arrangements substantially equivalent to the most
valuable coverage provided under any plan maintained by the Company from time
to time during such period.  In
addition, Executive will continue to be provided during the four (4) years
following the Date of Termination, with the same life insurance coverage
maintained on his life immediately prior to the Date of Termination.  These benefits shall be reduced by the
amount of similar benefits provided to Executive during such period by a
subsequent employer, as determined solely by the Board.  For the purposes of enforcing this offset
provision, Executive shall notify the Board as to the terms and conditions of
any subsequent employment and the corresponding benefits received pursuant
thereto, and shall provide, or cause to provide the Board, correct, complete,
and timely information concerning the same.


 


5.4           No
Mitigation Required.  Executive will
not be required to mitigate the amount of any payment provided for in this
Section 5 by seeking other employment or otherwise, nor will the amount of
any payment provided for in this Section 5 be reduced by any compensation
earned by Executive as the result of employment with another employer after the
Date of Termination or otherwise, except for a reduction in benefits as set
forth in subsection 5.3.


 


5.5           Tax
Gross-up Payment.  If any payments
or benefits provided pursuant to this Agreement or any other payments or
benefits provided to Executive by the Company are subject to an excise tax on
an “excess parachute payment” under Section 4999 of the Internal Revenue
Code of 1986 (the “Code”), or any successor provision of the Code, or are
subject to an excise or penalty tax under any similar provision of any other
revenue system to which Executive may be subject, the Company will provide a
gross-up payment to Executive in order to place Executive in the same after-tax
position Executive would have been in had


 


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no excise or
penalty tax become due and payable under Code Section 4999 (or any
successor provision) or any similar provision of another revenue system.  No gross-up payment will be made for any
excise or penalty tax attributable to any stock options granted to Executive.


 


Section 6. 
Successors; Binding Agreement.


 


6.1           Assumption
by Company’s Successor. The Company will require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to Executive, to expressly assume
and agree to perform this Agreement. Failure of the Company to obtain that agreement
prior to the effectiveness of any succession will be a breach of this Agreement
and will entitle Executive to compensation from the Company in the same amount
and on the same terms to which Executive would be entitled under this Agreement
if Executive terminated Executive’s employment for Good Reason within three (3)
years following a Change in Control, except that for purposes of implementing
the foregoing, the date on which that succession becomes effective will be
deemed the Date of Termination. As used in this Agreement, “Company” means
Isco, Inc. and any successor to its business and/or assets which executes and
delivers the agreement provided for in this subsection 6.1 or which
otherwise becomes bound by all the terms, and provisions of this Agreement by
operation of law.


 


6.2           Enforcement
by Executive’s Successor. This Agreement will inure to the benefit of and
be enforceable by Executive’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive dies subsequent to the termination of Executive’s employment while
any amount would still be payable to Executive pursuant to this Agreement if
Executive had continued to live, all those amounts, unless otherwise provided
in this Agreement, will be paid in accordance with the terms of this Agreement
to Executive’s devisee, legatee or other designee or, if there be no designee,
to Executive’s estate. The foregoing payment will be made in a lump sum within
sixty (60) days following the date of Executive’s death.


 


Section 7.  Notice. For purposes of this Agreement, notices and
all other communications provided for in this Agreement will be in writing and
will be deemed to have been duly given when delivered or mailed by United
States registered mail, return receipt requested, postage pre-paid, addressed
to the respective addresses set forth on the first page of this Agreement,
provided that all notices to the Company will be directed to the attention of
the Chief Executive Officer of the Company (or if the notice is from the Chief
Executive Officer, to the Secretary of the Company), or to such other address
as either party may have furnished to the other in writing in accordance with
this Section 7, except that notice of change of address will be effective
only upon receipt.


 


Section 8.  Modification
and Waiver. No
provision of this Agreement may be modified, waived or discharged unless that
waiver, modification or discharge is agreed to in writing by Executive and such
officer as may be specifically designated by the Board of Directors of the
Company. No waiver by either party at any time of any breach by the other party
of, or compliance with, any condition or provision of this Agreement to be
performed by that other party will be deemed a waiver of similar or dissimilar
provisions or conditions at the time or at any prior or subsequent time.


 


Section 9.  Construction. This Agreement supersedes any oral agreement
between Executive and the Company and any oral representation by the Company to
Executive with respect to the subject matter of this Agreement. This Agreement
also supersedes and effectively nullifies all rights and obligations set forth
in a letter from the Company to Executive dated January 26, 1998 regarding
a potential change in control of the Company, and in an Employment Security
Agreement dated as of December 16, 1999, and extended on October 24,
2002 to December 31, 2005. The validity, interpretation, construction and
performance of this Agreement will be governed by the laws of the State of
Nebraska.


 


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Section 10.  Severability. If any one or more of the provisions of this
Agreement, including but not limited to Section 15 hereof, or any word,
phrase, clause, sentence or other portion of a provision is deemed illegal or
unenforceable for any reason, that provision or portion will be modified or
deleted in such a manner as to make this Agreement as modified legal and
enforceable to the fullest extent permitted under applicable laws. The validity
and enforceability of the remaining provisions or portions will remain in full
force and effect.


 


Section 11.  Counterparts. This Agreement may be executed in two or
more identical counterparts, each of which will take effect as an original and
all of which will evidence one and the same agreement.


 


Section 12.  Legal
Fees. If the
Company breaches this Agreement or if, within three (3) years following a
Change in Control, (a) Executive’s employment is terminated by the Company
other than for Cause or Disability; or (b) Executive terminates Executive’s
employment for Good Reason, the Company will reimburse Executive for all legal
fees and expenses reasonably incurred by Executive as a result of that
termination (including all those fees and expenses, if any, incurred in
contesting or disputing the termination or in seeking to obtain or enforce any
right or benefit provided by this Agreement, unless the Company is the
prevailing party in such contest or dispute).


 


Section 13.  Employment
by a Subsidiary.
Either the Company or a Subsidiary may be Executive’s legal employer. For
purposes of this Agreement, any reference to Executive’s termination of
employment with the Company means termination of employment with the Company
and all Subsidiaries, and does not include a transfer of employment between any
of them. The actions referred to under the definition of “Good Reason” in
subsection 4.3 include the actions of the Company or Executive’s employing
Subsidiary, as applicable. The obligations created under this Agreement are
obligations of the Company. A change in control of a Subsidiary will not
constitute a Change in Control for purposes of this Agreement unless there is
also a contemporaneous Change in Control of the Company. For purposes of Section 1
and this paragraph, a “Subsidiary” means an entity more than fifty percent
(50%) of whose equity interests are owned directly or indirectly by the
Company.


 


Section 14.  Arbitration. 
Except for the rights and duties of the parties set forth in Section 15
of this Agreement, any dispute or controversy arising under or in connection
with this Agreement shall be settled exclusively by arbitration in Lincoln,
Nebraska, according to the rules of the American Arbitration Association then
in effect. Judgment may be entered on the arbitrator’s award in any court
having jurisdiction; provided, however, that Executive shall be entitled to
seek specific performance of his right to be paid for all periods up to the
Date of Termination during the pendency of any dispute or controversy arising
under or in connection with this Agreement.


 


Section 15.  Restrictive
Covenants.


 


15.1         Need for Protection.  Executive acknowledges that, because of his
senior executive position with the Company, his knowledge of the affairs of the
Company and his relations with its dealers, distributors and customers, he
could do serious damage to the financial welfare of the Company should he
compete or assist others in competing with the business of the Company.  Accordingly, the parties agree as follows:


 


15.2         Confidential
Information


 


(a)           Non-Disclosure.  Except as the Company may permit or direct
in writing, during the term of this Agreement and thereafter, Executive agrees
that he will never disclose to any person or entity any confidential or
proprietary information, knowledge, or data of the Company, which is not
readily ascertainable from persons or other sources outside the Company, and
which Executive may have obtained while in the employ of the Company, relating
to any customers, customer lists, methods of distribution, sales, prices,
profits, costs, contracts, inventories, suppliers, dealers, distributors,
business prospects, business methods,


 


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manufacturing
ideas, formulas, plans or techniques, research, trade secrets, or know how of
the Company.


 


(b)           Return
of Records.  All records, documents,
software, computer disks, and any other form of information relating to the
business of the Company, which are or were prepared or created by Executive, or
which may or did come into his possession during the term of his employment
with the Company, including any and all copies thereof, shall be returned to
the Company, or as the case may be, shall remain in the possession of the
Company, upon Executive’s termination of employment with the Company, whether
voluntary or involuntary.


 


(c)           Future
Employment.  Nothing in this
section shall limit the Executive’s right to carry Executive’s accumulated
career knowledge and professional skills to any future employment, subject to
the specific limitations of the foregoing provisions of this section and
the covenants set forth below.


 


(d)           Rights
to Innovations, Ideas and Concepts. 
The Company shall acquire the sole and exclusive rights to any innovations,
ideas, and concepts, whether or not subject to patent or trademark protection,
and all copyrightable materials which are conceived by Executive during his
employment which relate to the business of the Company.


 


15.3         Non-Competition.


 


(a)           Global
Operations. The parties hereto acknowledge that the Company’s operations
are global, and that it sells and distributes its products to dealers,
distributors and customers worldwide, thus, the Company’s reasonable need for
protection against unfair competition is global.


 


(b)           Covenant Not To Compete. 
Executive agrees that he will not, during the term of this Agreement and
for a period of two (2) years after his employment with the Company has
terminated, perform services directly or indirectly in or for a business
competitive with the Company, with respect to: (i) existing Company customers
served or solicited by Executive or someone under his direct supervision while
he was employed by the Company, and/or (ii) potential customers who, within
Executive’s last twelve (12) months of employment by the Company, received or
were about to receive proposals from the Company and with whom Executive had
personal contact.


 


(c)           Covenant Not To Solicit. 
Executive agrees that he will not for a period of two (2) years after his
employment with the Company has terminated:


 


(1)           directly
or indirectly, on behalf of himself or any person or entity, engage in, or
assist any other person or entity to engage in, the manufacture, assembly,
distribution, or sale to any customer, distributor or dealer of the Company,
wherever located, of the products then being manufactured, assembled,
distributed or sold by the Company, if said customer, distributor or dealer is
one with whom Executive had personal contact or with whose account he was personally
involved during the twelve (12) months prior to the termination of Executive’s
employment; or


 


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(2)           directly
or indirectly request or advise any of the customers, distributors or dealers
referred to in (1) above, of this subsection, to curtail their business with
the Company or to patronize another business which is in competition with the
Company; or


 


(3)           directly
or indirectly, on behalf of himself or any other person or entity, request,
advise, or solicit any employee of the Company to leave that employment in
order to engage in, or assist any other person or entity to engage in,
competition with the Company.


 


15.4         Termination
Without Cause.  It is understood and agreed that in the
event the Company terminates Executive’s employment without Cause,
subsection 15.3 hereof shall be null and void.  Notwithstanding the foregoing provision, however, if Executive’s
employment is terminated under circumstances which entitle him to receive the
benefits provided in Section 5 of this Agreement, then in such event, the
provisions of Section 15.3 hereof shall remain in full force and effect.


 


15.5         Judicial
Modification.  In the event that any court of law or equity
shall consider or hold any aspect of this section 15 to be unreasonable or
otherwise unenforceable, the parties hereto agree that the aspects of this
section so found may be reduced, reformed or modified by appropriate order
of the court, and shall thereafter continue, as so modified, in full force and
effect.


 


15.6         Injunctive
Relief.  The parties hereto acknowledge that the
remedies at law for breach of this section will be inadequate, and the
Company shall be entitled to injunctive relief for violation thereof; provided,
however, that nothing herein shall be construed as prohibiting the Company from
pursing any other remedies available for such breach or threatened breach,
including the recovery of damages from Executive.


 


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


 


	
   

  	
   

  	
  ISCO,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Dale L. Young

  	
   

  
	
   

  	
   

  	
  Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Douglas M. Grant

  	
   

  
	
   

  	
   

  	
  Douglas
  M. Grant

  



 


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