EX-10.3






Exhibit 10.3




SEPARATION AND RELEASE AGREEMENT




     This SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 20th day of
January, 2009, by and between RSM McGladrey Business Services, Inc., a Delaware corporation
(“RSM”), and Steven Tait (“Executive”).



     WHEREAS, Executive and RSM are parties to an Employment Agreement dated April 1, 2003 (the
“Employment Agreement”),



     WHEREAS, Executive and RSM agree to terminate Executive’s employment,



     WHEREAS, Executive and RSM intend the terms and conditions of this Agreement to govern all
issues related to Executive’s employment and separation,



     NOW, THEREFORE, in consideration of the covenants and mutual promises contained in this
Agreement, Executive and RSM agree as follows:



     1. Termination of Employment. The parties agree that Executive’s employment with RSM
will terminate on April 30, 2009 (“Termination Date”). Until the Termination Date, the Executive
will remain on active payroll and be paid his current salary in accordance with RSM’s regular
payroll practices. Until the Termination Date, Executive agrees that he will continue to perform
his current role, and will respond to questions and provide guidance as requested by RSM. On or
after the Termination Date, Executive acknowledges and agrees that he will not represent himself as
being an employee, officer, director, trustee, member, partner, agent, or representative of RSM for
any purpose, and will not make any public statements on behalf of RSM. Executive further
acknowledges and agrees that he has received proper notice under Section 1.07(b) of his Employment
Agreement to terminate it.



     2. Resignation. Executive agrees that as of the Termination Date, he resigns from all
offices, directorships, trusteeships, committee memberships, and fiduciary capacities held with, or
on behalf of, RSM or its parents, subsidiaries, or affiliates (collectively as “Affiliates”), or
any benefit plans of RSM or its Affiliates. Executive will execute the resignations attached as
Exhibit A on minute book paper contemporaneously with his execution of this Agreement.



     3. Severance Benefits. The parties agree to treat Executive’s termination of
employment as a termination without “cause” and a “Qualifying Termination” (as defined in Section
1.07 of the Employment Agreement) for purposes of Executive’s eligibility for severance
compensation and benefits as set forth in this Section. Subject to the terms and conditions of
this Agreement, including Executive’s executing this Agreement and the Supplemental General
Release, Executive acknowledges and agrees that he will not be eligible for any compensation or
benefits after the Termination Date except for the following:




     a. Severance Pay. Subject to the terms of the H&R Block Severance Plan
(“Severance Plan”), RSM will pay to Executive $827,688.00, less required tax withholdings,
(which amount represents an aggregate of (A) Executive’s annual base



1









 







salary of $486,875.00 and (B) a severance enhancement equal to Executive’s target
short-term incentive compensation for RSM’s fiscal year 2009 of $340,813.00, each determined
as of the date of this Agreement) in a lump sum payment within 30 days from the later of the
Termination Date or the Effective Date of this Agreement.




     b. Short Term Incentive Bonus Payment. RSM will pay Executive a Short Term
Incentive bonus for Fiscal Year 2009 in accordance with RSM’s regular short term incentive
process, and the terms and conditions of the short term incentive plan in which Executive
currently participates. RSM will pay Executive the Short Term Incentive bonus due him at
the time RSM pays other such bonuses.




     c. Employee Benefits. Executive will remain eligible to participate in the
various health and welfare benefit plans maintained by RSM until the Termination Date.
After the Termination Date, RSM will pay Executive a lump sum payment, less applicable tax
withholdings, in an amount equal to Executive’s COBRA Subsidy multiplied by 12. COBRA
Subsidy means an amount equal to Executive’s monthly post-employment premium for health and
welfare benefits under COBRA less the amount Executive paid for such benefits as an active
employee. To be eligible for the payment described in this subsection, Executive must be
enrolled in RSM’s health and welfare plans on the Terminate Date. If Executive qualifies
for this payment, RSM will pay Executive this payment within 30 days from the later of the
Termination Date or the Effective Date of this Agreement. Conversion privileges may also be
available for other benefit plans.




     d. Stock Options. Those portions of any outstanding incentive stock options
(“ISO Stock Options”) and nonqualified stock options (“NQ Stock Options”) to purchase shares
of HRB’s common stock granted to Executive by RSM that are scheduled to vest between the
Termination Date and 18 months thereafter (based solely on the time-specific vesting
schedule included in the applicable stock option agreement) shall vest and become
exercisable as of the Termination Date. A list of the stock options vested as of the date
of this Agreement and to become vested pursuant to this Section is attached as Exhibit B.
Any stock options unaffected by the operation of this Section shall be forfeited to RSM on
the Termination Date. No later than the Termination Date, Executive will complete an
election form on which he will elect the time period during which he may exercise his ISO
and NQ Stock Options. Executive acknowledges and agrees that he is solely responsible for
the income tax treatment of his ISO and NQ Stock Options election, and that RSM has not
provided him any personal tax advice about this election. RSM encourages Executive to seek
independent tax advice regarding this election.




     e. Restricted Shares. All restrictions on any shares of HRB’s common stock
awarded to Executive by RSM (“Restricted Shares”) that would have lapsed absent a
termination of employment in accordance with their terms by reason of time between the
Termination Date and 18 months thereafter shall terminate (and shall be fully vested) as of
the Termination Date. Any shares unaffected by the operation of this Section shall be
forfeited to RSM on the Termination Date. A list of the Restricted Shares outstanding as of
the date of this Agreement and to become vested pursuant to this Section is attached as
Exhibit C.



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     f. Performance Shares. The number of performance shares Executive will
receive at the end of the performance period (June 30, 2009) of those awarded him under the
June 30, 2006 grant will be determined based upon (1) Executive’s pro-rata length of service
during the performance period, and (2) the achievement of the performance goals at the end
of the performance period. RSM will pay any performance shares due Executive to him at the
time payments are generally made to other individuals who received an
award of performance shares on June 30, 2006. On the Termination Date, Executive shall forfeit to RSM any
Performance Shares RSM awarded him pursuant to a cycle which is less than one year old. A
list of the Performance Shares eligible to become payable pursuant to this subsection is
attached as Exhibit D.




     g. Outplacement Services. RSM will pay directly to Right Management Services
for twelve (12) months of outplacement services to be provided to Executive.




     h. Deferred Compensation. Executive will receive his vested account balance
and payment in accordance with Executive’s payment elections under the H&R Block Deferred
Compensation Plan for Executives, as amended.




     i. Forfeiture. Executive agrees that the compensation and benefits described
in this Section will cease and no further compensation and benefits will be provided to him
if he violates any of the post-employment obligations under Section 7 of this Agreement, or
Articles Two and Three of the Employment Agreement.



     4. Vacation. RSM will pay Executive for his accrued, unused paid time off which
includes vacation, floating holidays, and personal days (but excludes sick leave as set forth in
the Company’s policies) within 21 days of the Termination Date. Executive will not receive any
other payment for vacation or holidays.



     5. Executive’s Representations. Executive represents and acknowledges to RSM that (a)
RSM has advised him to consult with an attorney of his choosing; (b) he has had twenty-one (21)
days to consider the waiver of his rights under the Age Discrimination in Employment Act of 1967,
as amended (“ADEA”) prior to signing this Agreement; (c) he has disclosed to RSM any information in
his possession concerning any conduct involving RSM or its Affiliates that he has any reason to
believe involves any false claims to any governmental agency, or is or may be unlawful, or violates
RSM policy in any respect; (d) the consideration provided him under this Agreement is sufficient to
support the releases provided by him under this Agreement; and (e) he has not filed any charges,
claims or lawsuits against RSM involving any aspect of his employment which have not been
terminated as of the date of this Agreement. Executive understands that RSM regards the
representations made by him as material and that RSM is relying on these representations in
entering into this Agreement.



     6. Effective Date of this Agreement. Executive shall have seven (7) days from the
date he signs this Agreement to revoke his consent to the waiver of his rights under the ADEA in
writing addressed and delivered to Russ Smyth, Chief Executive Officer, which action shall revoke
this Agreement. If Executive revokes this Agreement, all of its provisions shall be void and
unenforceable. If Executive does not revoke his consent, this Agreement will take effect on the
day after the end of this revocation period (the “Effective Date”).



3









 





     7. Surviving Employment Agreement Obligations. Executive and RSM agree that the
termination of Executive’s employment will not affect the following provisions of the Employment
Agreement which, by their express terms, impose continuing obligations on one or more of the
parties following termination of the Employment Agreement: (a) Article Two, “Confidentiality” —
Sections 2.01, 2.02; (b) Article Three, “Non-Hiring; Non-Solicitation; No Conflicts;
Non-Competition” — Sections 3.01, 3.02, 3.03, 3.05, 3.06; and (c) Article Four, “Specific
Performance” — Section 4.03. Executive acknowledges and agrees that he will fully comply with
these obligations. RSM may agree to waive any of Executive’s surviving post-employment obligations
under the Employment Agreement. Any such waiver must be in writing and signed by Executive and the
Chief Executive Officer of HRB. Unless otherwise agreed by the parties in writing, any payments
made to Executive under this Agreement will immediately cease upon any such waiver.



     8. Business Expenses and Commitments. As of the Termination Date, Executive agrees
that he will have submitted required documentation for all outstanding expenses on his corporate
credit card. Executive further agrees that he will not initiate, make, renew, confirm or ratify
any contracts or commitments for or on behalf of HRB, RSM, or any Affiliate, nor will he incur any
expenses on behalf of HRB, RSM, or any Affiliate without RSM’s prior written consent.



     9. Release. Executive and his heirs, assigns, and agents forever release, waive, and
discharge HRB, RSM, and Released Parties as defined below from each and every claim, action, or
right of any sort, known or unknown, arising on or before the Effective Date.




     a. The foregoing release includes, but is not limited to, (1) any claim of retaliation
or discrimination on the basis of race, sex, pregnancy, religion, marital status, sexual
orientation, national origin, handicap or disability, age, veteran status, special disabled
veteran status, or citizenship status or any other category protected by law; (2) any other
claim based on a statutory prohibition or requirement such as the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act, the Americans With Disabilities Act, the
Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Missouri
Human Rights Act, the Missouri Service Letter Statute, and the Civil Rights Ordinance of
Kansas City, Missouri; (3) any claim arising out of or related to an express or implied
employment contract, any other contract affecting terms and conditions of employment, or a
covenant of good faith and fair dealing; (4) any tort claims such as wrongful discharge,
detrimental reliance, defamation, emotional distress, or compensatory or punitive damages;
(5) any personal gain with respect to any claim arising under the qui tam provisions of the
False Claims Act, 31 U.S.C. 3730, and (6) any claims to attorney fees, expenses, costs,
disbursements, and the like.




     b. Executive represents that he understands the foregoing release, that rights and
claims under the Age Discrimination in Employment Act of 1967, as amended, are among the
rights and claims against the Released Parties he is releasing, and that he understands that
he is not releasing any rights or claims arising after the Effective Date.




     c. Executive further agrees never to sue the Released Parties or cause the Released
Parties to be sued regarding any matter within the scope of the above release. If Executive
violates this release by suing the Released Parties or causing the Released Parties to be
sued,



4









 







Executive agrees to pay all costs and expenses of defending against the suit incurred
by the Released Parties, including reasonable attorneys’ fees except to the extent that
paying such costs and expenses is prohibited by law or would result in the invalidation of
the foregoing release.




     d. “Released Parties” for purposes of this Agreement are HRB, RSM, all current and
former parents, subsidiaries, related companies, partnerships or joint ventures, and, with
respect to each of them, their predecessors and successors; and, with respect to each such
entity, all of its past, present, and future employees, officers, directors, stockholders,
owners, representatives, assigns, attorneys, agents, insurers, employee benefit programs
(and the trustees, administrators, fiduciaries and insurers of such programs), and any other
person acting by, through, under or in concert with any of the persons or entities listed in
this paragraph, and their successors.



     10. Breach by Executive. RSM’s obligations to Executive after the Effective Date are
contingent on his obligations under this Agreement. Any material breach of this Agreement by
Executive will result in the immediate cancellation of RSM’s obligations under this Agreement and
of any benefits that have been granted to Executive by the terms of this Agreement except to the
extent that such cancellation is prohibited by law or would result in the invalidation of the
foregoing release.



     11. Executive Availability. Executive agrees to make himself reasonably available to
HRB and/or RSM to respond to requests by HRB and/or RSM for information pertaining to or relating
to the Company and/or its Affiliates, agents, officers, directors or employees. Executive will
cooperate fully with HRB and/or RSM in connection with any and all existing or future litigation or
investigations brought by or against HRB, RSM, or any of its Affiliates, agents, officers,
directors or employees, whether administrative, civil or criminal in nature, in which and to the
extent HRB and/or RSM deems Executive’s cooperation necessary. RSM will reimburse Executive for
reasonable out-of pocket expenses incurred as a result of such cooperation. Nothing herein shall
prevent the Employee from communicating with or participating in any government investigation.



     12. Non-Disparagement. Executive agrees, subject to any obligations he may have under
applicable law, that he will not make or cause to be made any statements that disparage, are
inimical to, or damage the reputation of HRB, RSM, or any of its Affiliates, agents, officers,
directors, or employees. In the event such a communication is made to anyone, including but not
limited to the media, public interest groups and publishing companies, it will be considered a
material breach of the terms of this Agreement and Executive will be required to reimburse RSM for
any and all compensation and benefits (other than those already vested) paid under the terms of
this Agreement and all commitments to make additional payments to Executive will be null and void.



     13. Return of Company Property. Executive agrees that as of the Termination Date he
will have returned to HRB and/or RSM any and all HRB and/or RSM property or equipment in his
possession, including but not limited to, any computer, printer, fax, phone, credit card, badge,
Blackberry, and telephone card assigned to him.



5









 





     14. Severability of Provisions. In the event that any provision in this Agreement is
determined to be legally invalid or unenforceable by any court of competent jurisdiction, and
cannot be modified to be enforceable, the affected provision shall be stricken from the Agreement,
and the remaining terms of the Agreement and its enforceability shall remain unaffected.



     15. Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the parties and may be changed only with the written consent of both parties
and only if both parties make express reference to this Agreement. The parties have not relied on
any oral statements that are not included in this Agreement. This Agreement supersedes all prior
agreements and understandings concerning the subject matter of this Agreement. Any modifications
to this Agreement must be in writing and signed by Executive and the Chief Executive Officer of
HRB. Failure of RSM to insist upon strict compliance with any of the terms, covenants, or
conditions of this Agreement will not be deemed a waiver of such terms, covenants, or conditions.



     16. Applicable Law. This Agreement shall be construed, interpreted, and applied in
accordance with the law of the State of Missouri.



     17. Successors and Assigns. This Agreement and each of its provisions will be binding
upon Executive and his executors, successors, and administrators, and will inure to the benefit of
RSM and its successors and assigns. Executive may not assign or transfer to others the obligation
to perform his duties hereunder.



     18. Specific Performance by Executive. The parties acknowledge that money damages
alone will not adequately compensate RSM for Executive breach of any of the covenants and
agreements herein and, therefore, in the event of the breach or threatened breach of any such
covenant or agreement by Executive, in addition to all other remedies available at law, in equity
or otherwise, RSM will be entitled to injunctive relief compelling Executive’s specific performance
of (or other compliance with) the terms hereof.



     19. Counterparts. This Agreement may be signed in counterparts and delivered by
facsimile transmission confirmed promptly thereafter by actual delivery of executed counterparts.



     20. Supplemental Release. Executive agrees that within 21 days after the Termination
Date, he will execute an additional release covering the period from the Effective Date to the
Termination Date. Executive agrees that all RSM covenants that relate to its obligations beyond
the last day of employment will be contingent on Executive’s execution of the supplemental release.
The supplemental release will be in the form of Exhibit E to this Agreement.



     21. Section 409A. Because the requirements of Section 409A of the Internal Revenue
Code are still being developed and interpreted by government agencies, certain issues under Section
409A remain unclear as of the Effective Date. RSM has made a good faith effort to comply with
current guidance under Section 409A. Notwithstanding the foregoing or any provision in this
Agreement to the contrary, RSM does not warrant or promise compliance with Section 409A, and
Executive understands and agrees that he shall not have any claim against



6









 







HRB, RSM, or any Affiliate for any good faith effort taken by them to comply with Section 409A.



EXECUTIVE:




	 	 	 
	   /s/ Steven Tait
 

Steven Tait

	 	     
	 
	 	 
	Dated: January 20, 2009
	 	 






Accepted and Agreed:




	 	 	 	 	 
	RSM MCGLADREY BUSINESS SERVICES, INC.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Russell P. Smyth
 

Russell P. Smyth
	 	     
	 

	 	Chairman of the Board	 	 
	 
	 	 	 	 
	Dated:

	 	January 20, 2009	 	 







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EXHIBIT A




RESIGNATION





			
	TO:	 	The Board of Directors of RSM McGladrey Business Services, Inc.:





     Effective April 30, 2009, I hereby resign my position from the following companies as follows:



	 	 	 
	Business Entity	 	Title
	Cityfront, Inc.

	 	President
	 
	 	 
	RSM Employer Services Agency of Florida, Inc.

	 	Director
	 
	 	 
	RSM Employer Services Agency of Florida, Inc.

	 	President
	 
	 	 
	RSM Employer Services Agency, Inc.

	 	Director
	 
	 	 
	RSM Employer Services Agency, Inc.

	 	President
	 
	 	 
	RSM EquiCo, Inc.

	 	Executive Vice President
	 
	 	 
	RSM EquiCo, Inc.

	 	Director
	 
	 	 
	RSM McGladrey Business Services, Inc.

	 	Director
	 
	 	 
	RSM McGladrey Business Services, Inc.

	 	President
	 
	 	 
	RSM McGladrey Business Solutions, Inc.

	 	Director
	 
	 	 
	RSM McGladrey Business Solutions, Inc.

	 	President
	 
	 	 
	RSM McGladrey Employer Services, Inc.

	 	Director
	 
	 	 
	RSM McGladrey Employer Services, Inc.

	 	President
	 
	 	 
	RSM McGladrey Insurance Services, Inc.

	 	Director
	 
	 	 
	RSM McGladrey Insurance Services, Inc.

	 	President
	 
	 	 
	RSM McGladrey TBS, LLC

	 	President
	 
	 	 
	RSM McGladrey, Inc.

	 	Director
	 
	 	 
	RSM McGladrey, Inc.

	 	President






	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 
	 

	 	 

	 	 

Steven Tait
	 	     






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EXHIBIT B




STOCK OPTION SUMMARY




	 	 	 	 	 	 	 	 	 
	Grant Date	 	Grant Price	 	Outstanding	 	Vested	 	Accelerated
	 
	4/1/2003
	 	$21.425
	 	100,000
	 	100,000
	 	0
	 	 	 	 	 	 	 	 	 
	6/30/2004
	 	$23.84
	 	70,000
	 	70,000
	 	0
	 	 	 	 	 	 	 	 	 
	6/30/2005
	 	$29.175
	 	100,000
	 	100,000
	 	0
	 	 	 	 	 	 	 	 	 
	6/30/2006
	 	$23.86
	 	100,000
	 	66,666
	 	33,334
	 	 	 	 	 	 	 	 	 
	6/30/2007
	 	$23.37
	 	80,000
	 	26,666
	 	53,334
	 	 	 	 	 	 	 	 	 
	7/3/2008
	 	$21.81
	 	115,681
	 	0
	 	77,120
	 
	 	 	 	 	 	 
	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Total
	 	363,332
	 	163,788






A-2 









 






EXHIBIT C




RESTRICTED SHARES SUMMARY




	 	 	 	 	 	 	 	 	 
	Grant Date	 	Grant Price	 	Outstanding	 	Vested	 	Accelerated
	 
	 	 	 	 	 	 	 	 





No Accelerated Vesting



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EXHIBIT D




PERFORMANCE SHARES SUMMARY




	 	 	 	 	 	 	 	 	 
	Grant Date	 	Grant Price	 	Outstanding	 	Vested	 	Accelerated
	 
	6/30/2006
	 	$0.00
	 	10,000
	 	 	 	*
	 	 	 	 	 	 	 	 	 
	6/30/2007
	 	$0.00
	 	15,000
	 	 	 	*








 




			
	*	 	The number of shares actually awarded will be determined at the end of the applicable 3-year
performance cycle based upon actual performance results.




Award will be prorated based upon the number of days worked by Executive during the applicable
three year performance cycle.




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EXHIBIT E




SUPPLEMENTAL GENERAL RELEASE



This Supplemental General Release is delivered by Steven Tait (“Executive”) to and for the benefit
of the Released Parties (as defined below). The Executive acknowledges that this Supplemental
General Release is executed in accordance with Section 20 of the Separation Agreement and Release
between the parties.




     1. General Release. Executive and his heirs, assigns, and agents forever release,
waive, and discharge HRB, RSM, and Released Parties as defined below from each and every claim,
action, or right of any sort, known or unknown, arising on or before the Effective Date.




     a. The foregoing release includes, but is not limited to, (1) any claim of retaliation
or discrimination on the basis of race, sex, pregnancy, religion, marital status, sexual
orientation, national origin, handicap or disability, age, veteran status, special disabled
veteran status, or citizenship status or any other category protected by law; (2) any other
claim based on a statutory prohibition or requirement such as the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act, the Americans With Disabilities Act, the
Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Missouri
Human Rights Act, the Missouri Service Letter Statute, and the Civil Rights Ordinance of
Kansas City, Missouri; (3) any claim arising out of or related to an express or implied
employment contract, any other contract affecting terms and conditions of employment, or a
covenant of good faith and fair dealing; (4) any tort claims such as wrongful discharge,
detrimental reliance, defamation, emotional distress, or compensatory or punitive damages;
(5) any personal gain with respect to any claim arising under the qui tam provisions of the
False Claims Act, 31 U.S.C. 3730, and (6) any claims to attorney fees, expenses, costs,
disbursements, and the like.




     b. Executive represents that he understands the foregoing release, that rights and
claims under the Age Discrimination in Employment Act of 1967, as amended, are among the
rights and claims against the Released Parties he is releasing, and that he understands that
he is not releasing any rights or claims arising after the Effective Date.




     c. Executive further agrees never to sue the Released Parties or cause the Released
Parties to be sued regarding any matter within the scope of the above release. If Executive
violates this release by suing any of the Released Parties or causing any of the Released
Parties to be sued, Executive agrees to pay all costs and expenses of defending against the
suit incurred by any of the Released Parties, including reasonable attorneys’ fees except to
the extent that paying such costs and expenses is prohibited by law or would result in the
invalidation of the foregoing release.




     d. “Released Parties” for purposes of this Agreement are HRB, RSM, all current and
former parents, subsidiaries, related companies, partnerships or joint ventures, and, with
respect to each of them, their predecessors and successors; and, with respect to each



I-1 









 







such entity, all of its past, present, and future employees, officers, directors,
stockholders, owners, representatives, assigns, attorneys, agents, insurers, employee
benefit programs (and the trustees, administrators, fiduciaries and insurers of such
programs), and any other person acting by, through, under or in concert with any of the
persons or entities listed in this paragraph, and their successors.



     2. No Existing Suit. Executive represents and warrants that, as of the Effective
Date of this Supplemental General Release, he has not filed or commenced any suit, claim, charge,
complaint, or other legal proceeding of any kind against the Released Parties. The Executive
acknowledges that this Supplemental General Release does not prohibit him from filing a charge of
discrimination with the Equal Employment Opportunity Commission.



     3. Knowing and Voluntary Waiver. By signing this Supplemental General Release
(“Release”), Executive expressly acknowledges and agrees (a) RSM has advised him to consult with an
attorney of his choosing; (b) he has had twenty-one (21) days to consider the waiver of his rights
under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”) prior to signing this
Agreement; (c) he has carefully read this Release and know what it means; (d) the consideration
provided him under this Release is sufficient to support the releases provided by him under this
Release; and (e) Executive shall have seven (7) days from the date he signs this Release to revoke
his consent to the waiver of his rights under the ADEA in writing addressed and delivered to Russ
Smyth, HRB Chief Executive Officer, which action shall revoke this Release. If Executive revokes
this Release, he agrees that he will not be entitled to receive any of the payments or benefits
under Section 2 of the Separation Agreement. If Executive does not revoke his consent, this
Agreement will take effect on the day after the end of this revocation period (the “Effective
Date”).



	 	 	 	 	 	 	 
	 	 	EXECUTIVE	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	     
	 	 	Steven Tait	 	 
	 
	 	 	 	 	 	 
	 

	 	DATE:	 	 	 	 
	 

	 	 	 	 

	 	     







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