Published on November 29, 2006
Form
of
Rule
10b5-1 Sales Plan
This
Rule
10b5-1 Sales Plan ("Plan") is adopted by _________________________ (the
"Seller") on _______________, 2006 (the "Adoption Date"), in order to establish
a systematic program by which Citigroup Global Markets Inc., acting through
its
Smith Barney Division ("Smith Barney" or "SB"), will use its reasonable best
efforts to sell on the Seller's behalf the shares of common stock ("Stock")
of
___________________ ("Issuer"), which trades under the
symbol_______.
A.) Sales
Program
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1.)
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The
Seller's sales program consists of the following (check the applicable
box
or
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boxes):
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□
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vested
options,
i.e., exercise vested options (“Options”) and contemporaneously sell the
Stock issued upon such exercise, using either cash generated from
the sale
to pay the Option exercise price or cash from a source other than
the
Stock sale to pay the Option exercise price, as determined by the
Seller
and specified in Schedule A-1.
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| □ |
already-owned
Stock,
i.e., sell the number of shares of Stock already owned by the Seller
(including vested shares granted to the Seller pursuant to the Issuer's
restricted share plan), as specified in greater detail in Schedule
A-2.
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2.) The
Seller hereby appoints SB as the Seller's agent and attorney-in-fact to effect
sales under this Plan. If the Seller's sales program consists of exercising
vested Options, SB is granted authority to exercise Options on the Seller's
behalf, and Schedule A-1 will constitute the Seller's Option exercise form.
3.) The
Seller agrees to pay SB the commission per share of Stock indicated on Schedules
A-1
and/or A-2, as applicable. SB will deduct its commission and applicable
transaction fees from the proceeds of any sale of Stock under this
Plan.
4.) The
exercise and sale prices, and number of Options to be exercised and shares
of
Stock to
be
sold, will be adjusted following such time as the Seller or the Issuer notifies
SB promptly of a Stock split, Stock dividend or other like distributions
affecting the Stock (“Recapitalization”).
5.) (Check
the applicable box or boxes)
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□
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The
Seller is a member of the Issuer's board of directors, or is an "executive
officer" for purposes of Section 402 of the Sarbanes-Oxley Act of
2002
("SOA").
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□
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The
Seller is subject to the requirements of Section 16 of the Securities
Exchange Act of 1934 ("Exchange
Act").
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□
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The
Seller is not subject to Section 402 of the SOA or to Section 16
of the
Exchange Act.
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The
Seller acknowledges that: (i) the Issuer may prohibit the Seller from engaging
in certain
types of transactions under this Plan if the Seller is subject to the SOA,
and
(ii) the Seller is solely responsible for complying with Section 16 of the
Exchange Act in connection with this Plan, and will be solely responsible if
any
sales made under this Plan result in the Seller being liable for "short-swing
profits" under Section 16(b).
6.) No
later
than three business days after a sale of Stock is made under this Plan, the
Seller
agrees to deposit (or make arrangements with the Issuer or its transfer agent
to
deposit) into an account at SB in his or her name the number of shares of Stock
to be sold on any particular day on the Seller’s behalf (including shares that
have been issued as a result of a Recapitalization). If the Seller is selling
vested shares of Stock under the Issuer's restricted stock plan in order to
pay
applicable withholding taxes, the Seller has arranged for a representative
of
the Issuer to notify a representative designated by SB of the number of shares
of Stock necessary to be sold in order to satisfy the Seller's tax obligation.
The proceeds of such sale shall be remitted by SB to the Issuer (net of SB's
commissions and applicable transaction fees). SB will not be
-1-
responsible
for the calculation of such taxes or payment of such taxes to the applicable
governmental tax authority.
7.) For
purposes of this Plan, a "business day" means any day on which the principal
U.S. market for trading in the Stock is open for business.
B.) Issuer
Representations
The
Seller acknowledges that as a condition precedent to SB’s acceptance of this
Plan, the Issuer must execute the Issuer Representations Certificate in the
form
attached to this Plan.
C.) Modification,
Suspension and Termination
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1.)
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Modification
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This
Plan
may be modified by the Seller only if: (a) SB and the Issuer approve the
modification
in writing, and (b) the Seller represents in writing on the date of such
modification that he or she is not aware of any material non-public information
regarding the Issuer or any of its securities (including the Stock) and the
modification is being made in good faith and not as part of a scheme to evade
Rule 10b5-1. In the event this Plan is modified pursuant to the foregoing
conditions, SB will not be required to effect any sales pursuant to the
modification during the two (2) business day period immediately following such
modification.
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2.)
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Suspension
Events
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The
Seller acknowledges that it may not be possible to exercise Options or sell
Stock during
the term of this Plan (“Term”) due to: (a) a legal or contractual restriction
applicable to the Seller and/or to SB, (b) a market disruption (including
without limitation a halt or suspension of trading in the Stock imposed by
a
court, governmental agency or self-regulatory organization), (c) rules governing
order execution priority on the NASDAQ Stock Market or the New York Stock
Exchange (whichever is applicable), (d) a sale effected pursuant to this Plan
that fails to comply (or in the reasonable opinion of SB’s counsel is likely not
to comply) with Rules 144, 145 or 701 under the Securities Act of 1933 (the
“1933 Act”), or (e) the Issuer temporarily withdraws its Issuer Representation
Certificate. In the event the Seller intends to suspend this Plan pursuant
to
clause (a) or the Issuer intends temporarily to withdraw its Issuer
Representation Certificate, the Seller or the Issuer (as the case may be) will
notify SB in writing of its intention and the beginning date and the ending
date
of the suspension or temporary withdrawal period. The notice shall be provided
to SB no less than two (2) business days prior to the intended commencement
date.
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3.)
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Termination
Events
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This
Plan
will terminate on whichever of the following events occurs first: (a) if the
Seller
is
a natural person, the date upon which SB receives notice of the Seller's death,
(b) the date specified in Schedules A-1 and/or A-2 on which all sales under
this
Plan will cease, (c) the Seller fails to comply in any material respect with
applicable law and/or its obligations under this Plan, (d) two (2) business
days
after the date on which SB receives written notice that the Seller has
terminated this Plan (which may be for any reason), (e) two (2) business days
after SB notifies the Seller in writing that SB has terminated this Plan (which
may be for any reason), (f) two (2) business days after the date on which SB
receives notice that the Seller has filed a petition for bankruptcy or the
adjustment of the Seller's debts, or a petition for bankruptcy has been filed
against the Seller and has not been dismissed within thirty (30) calendar days
of its filing, (g) two (2) business days after the date on which SB receives
written notice that the Issuer has withdrawn its Issuer Representations
Certificate, and (h) as to sales resulting from an Option exercise, the date
on
which SB receives written notice from the Issuer that the Options specified
in
Schedule A-1 have expired or been terminated or forfeited.
-2-
D.) Representations
and Warranties
The
Seller makes the following representations. The representation in Subsection
(a)
is made on the Adoption Date. The remaining representations are made on the
Adoption Date and are deemed to be re-stated during the Term.
a.) He/she
is
not aware on the Adoption Date of any material nonpublic information with
respect
to the Issuer or any of its securities (including the Stock); b.) he/she
is not
subject to any legal, regulatory, or contractual restriction or undertaking
that
would prevent SB from conducting sales throughout the Term in accordance
with
Schedule A-1and/or A-2; c.) he/she is entering into this Plan in good faith
and
not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1;
d.)
the Stock and Options subject to this Plan are not subject to any liens,
security interests or other impediments to transfer (except for limitations
imposed by Rules 144, 145 or 701, if the Seller is subject to these rules),
nor
is there any litigation, arbitration or other proceeding pending, or to
the
Seller's knowledge threatened, that would prevent or interfere with the
exercise
of Options or sale of Stock under this Plan; e.) he/she has not entered
into or
altered a corresponding or hedging transaction or put option equivalent
with
respect to the Stock, and agrees not to enter into any such transaction
while
this Plan is in effect; and f.) he/she does not have authority, influence
or
control over any sales of Stock effected by SB pursuant to this Plan, and
will
not attempt to exercise any authority, influence or control over such
sales.
E.) Rules
144, 145 and 701 (Check the applicable box or boxes)
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□
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For
purposes of Rule 144, the Seller is an “affiliate” of the Issuer or
intends to sell shares of Stock under this Plan that are “restricted
securities.”
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| □ |
The
Seller acquired the Stock in a transaction covered by Rule
145.
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| □ |
The
Seller acquired the Stock under Rule 701 and intends to sell the
Stock in
accordance with Rule 701(g)(3).
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| □ |
Neither
Rule 144, 145, nor 701 is applicable to the Seller under this
Plan.
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If
the
Seller is an "affiliate" of the Issuer, acquired the Stock under a Rule 145
transaction, or holds “restricted shares” which are not otherwise registered for
resale under the 1933 Act, then all sales under this Plan will be made by SB
in
accordance with Rule 144 or Rule 145(d), as applicable. SB will conduct sales
under Rule 701(g)(3) if the third box is checked (unless the Seller is an
affiliate). The Seller agrees not to take, and agrees to cause any person or
entity with whom the Seller would be required to aggregate sales of Stock under
Rule 144 not to take, any action that would cause any such sale not to comply
with Rule 144.
SB
will
be responsible for filing each required Form 144. The Seller acknowledges and
agrees that SB will make only one Form 144 filing each three-month period
commencing with the first scheduled sale of Stock under this Plan.
The
Seller agrees to advise SB promptly of any sale of Stock by the Seller (or
any
other person or entity whose sales of Stock would be aggregated with those
of
the Seller for purposes of compliance with the volume limitations of Rule 144)
that is not covered by this Plan, except that the Seller may sell Stock outside
of this Plan only if and to the extent that no such sale affects the amount
of
Stock that may be sold under this Plan in compliance with the volume limitations
of Rule 144. The Seller acknowledges and agrees that: (i) sales under this
Plan
shall not be in any way affected by any sales outside of this Plan, and (ii)
for
purposes of this sentence, the term “Seller” shall mean and include the Seller
and any other person or entity whose sales of Stock would be aggregated with
those of the Seller for purposes of compliance with the volume limitations
of
Rule144. The Seller acknowledges and agrees that he/she will provide SB with
a
signed and completed Form 144 no later than five business days prior to the
commencement of any Sale Period set forth on Schedule A-1and/or
A-2.
F.) Exchange
Act Filings
-3-
The
Seller agrees to make all filings required by the Exchange Act in connection
with this Plan. SB will not be required to: (i) make any of these filings on
the
Seller’s behalf, (ii) review any Exchange Act filing made by
the
Seller, or (iii) determine whether any Exchange Act filing by the Seller has
been made on a timely basis. SB will not be liable to the Seller for any
misstatement, omission or defect in any of these filings.
G.) Indemnification
and Limitation of Liability; No Advice
1.) The
Seller agrees to indemnify, defend and hold harmless SB (and its directors,
officers,
employees and affiliates) from and against all claims, liabilities, losses,
damages and expenses (including reasonable attorneys’ fees and costs) arising
out of or attributable to: a.) any material breach by the Seller of its
obligations under this Plan, b.) the material incorrectness or inaccuracy
of any
of the Seller's representations and warranties (including the representation
required by Section (C)(1) of this Plan), c.) any material violation by
the
Seller of applicable laws or regulations relating to this Plan or the
transactions contemplated by this Plan; and d.) any exercise of Options
if cash
is not available to pay the exercise price of such Options. This indemnification
will survive the termination of this Plan. The Seller will have no
indemnification obligation in the case of the gross negligence or willful
misconduct of SB or any other indemnified person.
2.) Regardless
of any other term or condition of this Plan, SB will not be liable to
the
Seller for: (a) special, indirect, punitive, exemplary, or consequential
damages, or incidental losses or damages of any kind, including but not
limited
to lost profits, lost savings, loss of use of facility or equipment,
regardless of whether arising from breach of contract, warranty, tort,
strict
liability or otherwise, and even if advised of the possibility of such
losses or
damages or if such losses or damages could
have been reasonably foreseen, or (b) any failure to perform or for any
delay in
performance that results from a cause or circumstance that is beyond its
reasonable control, including but not limited to failure of electronic
or
mechanical equipment, strikes, failure of common carrier or utility systems,
severe weather, market disruptions, acts of war (whether or not declared),
acts
of terrorism, or other causes commonly known as “acts of God”. In addition, SB
will not be liable to the Seller in the event sales of Stock made in accordance
with the terms of this Plan violate the Issuer's insider trading
policies.
3.) The
Seller acknowledges that SB has not provided the Seller with any tax, accounting
or
legal
advice with respect to this Plan, including whether the Seller would be
entitled
to any of the affirmative defenses under Rule 10b5-1.
H.) Governing
Law
This
Plan
will be governed by, and construed in accordance with, the laws of the State
of
New York,
without regard to such State’s conflict of laws rules.
I.) Entire
Agreement
This
Plan
(including all Schedules) reflects the entire agreement between the parties
concerning the sale of Stock under Rule 10b5-1, and supersedes any previous
or
contemporaneous agreements or promises concerning these sales, whether written
or oral. In the event of a conflict between the terms and conditions of this
Plan and the terms and conditions of: (i) any other agreement between the Seller
and SB concerning sales of Stock under Rule 10b5-1, or (ii) any written
instructions provided by the Issuer to the Seller concerning this Plan or Rule
10b5-1 plans in general, the terms and conditions of this Plan will
govern.
J.) Assignment
This
Plan
and each party’s rights and obligations under this Plan may not be assigned
or
-4-
delegated
without the written permission of the other party and will be for the benefit
of
each party’s successors and permitted assigns, whether by merger, consolidation
or otherwise.
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K.)
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Enforceability
in the Event of Bankruptcy
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The
Seller and SB acknowledge and agree that this Plan is a “securities contract,”
as such term
is
defined in Section 741(7) of Title 11 of the United States Code (“Bankruptcy
Code”), entitled to all of the protections given such contracts under the
Bankruptcy Code.
L.) Confidentiality
SB
will
maintain the confidentiality of this Plan and will not disclose the specific
terms of this Plan
to
any person or entity, except: (i) to employees, affiliates and agents of SB
who
have a legitimate business need to know such information, (ii) to any
governmental agency having jurisdiction over SB or any self-regulatory
organization of which it is a member, or (iii) to any other person or entity
to
the extent such disclosure is required by law or by a subpoena issued by a
court
of competent jurisdiction.
M.) Method
of Communication
Except
as
otherwise specifically provided in this Plan, any communications required or
permitted
hereunder may be in writing or made orally, provided that any communications
made orally must be confirmed in writing within one business day of such
communication. Such written communications shall be directed to the parties
as
specified in Schedule "B".
N.) Counterpart
Signatures
This
Plan
may be signed in any number of counterparts, each of which taken together will
be deemed
an
original and part of the same Plan.
-5-
SCHEDULE
“A-1”
Notice
of exercise of Options and sale of Stock obtained upon exercise of the
Options.
Name
of
Seller: _________________________ Name
of
Issuer: ________________________
Please
note:
It is
the Seller’s responsibility to ensure that Options will be vested prior to their
associated sale periods listed below and will not expire prior to such sale
periods. The Seller also acknowledges responsibility for notifying SB in the
event of an expiration of the Options under the Issuer’s Stock Option Plan that
will prevent the occurrence of one or more transactions listed below. If the
Seller authorizes the exercise of more than one vested Option grant, the Options
will be exercised in the order in which the Seller lists them below. The Seller
represents that the information below is accurate.
NOTWITHSTANDING
THE ADOPTION DATE, SB WILL NOT BE REQUIRED TO COMMENCE SALES EFFORTS UNDER
THIS
PLAN EARLIER THAN TWO
BUSINESS DAYS
FOLLOWING THE DATE ON WHICH SB ACCEPTS THIS PLAN (THE “ACCEPTANCE DATE”).
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a.) Date
of Grant
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b.) Option
Vesting Date
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c.)
Option
Expiration Date
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d.) Sale
Period
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e.) Number
of Option Shares to be Sold
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f.)
“Limit”
Price
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Start
Date
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End
Date
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| 1. |
Instructions:
In
column (a), list the Options in the order in which they are to be
exercised.
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In
column
(b), indicate vesting dates for all Options designated in Column
(d).
In
column
(c), state the date that your Options expire under the Issuer’s Stock Option
Plan.
In
column
(d), state the first and last date on which the Stock is authorized to be sold
during the Sale Period (Stock sales may occur on or between these
dates).
In
column
(e), state the maximum number of shares for which the Options are to be
exercised. Do not aggregate with amounts authorized to be sold at a lower price
during the same Sale Period.
In
column
(f), write a dollar price which is the minimum price (the “Limit” Price) at
which Stock is authorized to be sold per share during the Sale Period. All
limit
orders will be treated as “limit not held” orders.
-6-
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2.
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Check
whether your Option exercise price will be
paid:
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| □ |
from
the proceeds of shares of Stock to be sold under this Plan,
or
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| □ |
from
a source other than the sale proceeds, as follows:
[describe]
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__________________________________________________________.
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3.
|
The
maximum number of shares of Stock to be sold under this Schedule
A-1 is:
____________
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4.
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Commission
per share: ____________________ cents.
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|
5.
|
In
the event the Options cannot be exercised and the corresponding number
of
shares of Stock to be sold in a sale period cannot be sold for any
reason,
including the occurrence of a Suspension Event (check one
of
the following instructions):
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|
___
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any
unsold shares will be carried forward to succeeding sale periods
(if any)
and sold at their original limit price, but in no event may unsold
shares
be carried forward beyond the termination of this
Plan.
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|
___
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any
unsold shares will NOT be carried over to succeeding sale periods
(if
any).
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|
___
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neither
alternative is applicable.
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Account
#
________________________________________________
________________________________________________________
[Signature
of the Seller]
Accepted
and Agreed to:
CITIGROUP
GLOBAL MARKETS INC, ACTING THROUGH ITS SMITH BARNEY DIVISION
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________________________________________________________
|
|
[Signature
of authorized official in Smith Barney’s Executive Financial Services
Department]
________________________________________________________
[Name
and
title of authorized official]
________________________________________________________
[Acceptance
Date]
This
Schedule “A-1” is an integral part of the attached Plan entered into by the
Seller with SB and is subject to the terms and conditions set forth
therein.
-7-
SCHEDULE
“A-2”
Sale
of Stock already owned by the Seller
Name
of
Seller: ____________________________ Name
of
Issuer: _______________________________
The
Seller represents that the information below is accurate.
NOTWITHSTANDING
THE ADOPTION DATE, SB WILL NOT BE REQUIRED TO COMMENCE SALES EFFORTS UNDER
THIS
PLAN EARLIER THAN TWO
BUSINESS DAYS
FOLLOWING THE DATE ON WHICH SB ACCEPTS THE PLAN (THE “ACCEPTANCE DATE”).
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a.) Date
Stock Acquired
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b.) Sale
Period
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c.) Authorized
Number of Owned Shares to be Sold
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d.)
“Limit”
Price or “Market” Price
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|
|
Start
Date
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End
Date
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1.
|
Instructions:
In
column (a), state the date on which the shares to be sold were acquired.
If the shares were acquired in more than one lot, state the acquisition
date for each lot.
|
In
column
(b), state the first and last date on which the Stock is authorized to be sold
during the designated Sale Period. (Stock sales may occur on or between these
dates).
In
column
(c), state the maximum number of shares authorized to be sold at the price
during the designated Sale Period. Do not aggregate with amounts authorized
to
be sold at a lower price during the same designated Sale Period.
In
column
(d), write either: (i) a dollar price which is the minimum price (the “Limit”
Price) at which Stock is authorized to be sold, or (ii) the word “market” if
Stock is to be sold at the then-prevailing market price per share during the
Sale Period. All market orders will be treated as “market not held” orders. All
limit orders will be treated as “limit not held” orders.
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2.
|
Commission
per share: ____________________ cents.
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-8-
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3.
|
In
the event that SB is unable to sell the number of already owned shares
of
Stock authorized to be sold in a sale period for any reason, including
the
occurrence of a Suspension Event (check one
of
the following instructions):
|
|
___
|
any
unsold shares will be carried forward to each succeeding sale period
(if
any) until sold.
|
|
___
|
any
unsold shares will NOT be carried over to succeeding sale
periods.
|
|
___
|
neither
alternative is applicable.
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| 4. |
The
maximum number of shares of Stock to be sold under this Schedule
A-2 is
____________________.
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Account
#
___________________________________________
____________________________________________________
[Signature
of the Seller]
Accepted
and Agreed to:
CITIGROUP
GLOBAL MARKETS INC, ACTING THROUGH ITS SMITH BARNEY DIVISION
|
___________________________________________________________________________________
|
|
[Signature
of authorized official in Smith Barney’s Executive Financial Services
Department]
___________________________________________________________________________
[Name
and
title of authorized official]
____________________________________________________
[Acceptance
Date]
This
Schedule “A-2” is an integral part of the attached Plan entered into by the
Seller with SB and is subject to the terms and conditions set forth
therein.
-9-
SCHEDULE
"B"
To
Rule
10b5-1 Sales Plan
Between
__________________________
and
CITIGROUP
GLOBAL MARKETS INC,
ACTING
THROUGH ITS SMITH BARNEY DIVISION (“SB”)
Communications
required by the Plan shall be made to the following persons in accordance with
Section “M” of such Plan:
|
To
The Seller:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
____________________________
E-Mail:_________________________
|
Copies
to:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
_______________________
Fax:
____________________________
E-Mail:__________________________
|
|
To
Issuer:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
____________________________
E-Mail:_________________________
|
Copies
to:
Name:
__________________________
Address:_________________________
________________________________
Telephone:
_______________________
Fax:
____________________________
E-Mail:__________________________
|
|
To
SB:
Primary
Contact:__________________
Alternate
Contact:_________________
Address:_________________________
________________________________
Telephone:
______________________
Fax:
___________________________
E-mail:_________________________
|
Copies
to:
Executive Financial Services
Name:
Suzanne
Levirne
Address:388
Greenwich Street - 18th
fl.
New
York, NY 10013
Telephone:
212-723-9311
Fax:
212-816-6166/1164
E-mail:
Suzanne.levirne@citigroup.com
|
This
Schedule "B" is an integral part of the attached Plan entered into by the Seller
with SB and is subject to the terms and conditions set forth
therein.
-10-
ISSUER
REPRESENTATIONS
_______________________________
[Date]
To: Smith
Barney
As
an
authorized representative of the Issuer ("Issuer"), I hereby represent and
covenant on the Issuer's behalf that:
|
1.)
|
I
have reviewed the attached Rule 10b5-1 Sales Plan ("Plan") of
__________________ (the "Seller") adopted on __________ 2005, and
have
determined that it does not violate the Issuer's trading
policy.
|
|
2.)
|
For
purposes of Section 402 of the Sarbanes-Oxley Act of 2002 (check
the
applicable box):
|
| □ |
The
Seller is
an
“executive officer” or director of the
Issuer
|
| □ |
The
Seller is not
an
“executive officer” or director of the
Issuer
|
|
3.)
|
If
the Seller is a director or "executive officer" for purposes of Section
402 of the Sarbanes-Oxley Act of 2002, then (check only one
box):
|
|
□
|
The
Seller is permitted to exercise his/her vested Options and sell Stock
issued upon such exercise with the cash proceeds from the sale of
the
Stock, commonly referred to as a “broker-assisted cashless
exercise”.
|
|
□
|
The
Seller may exercise his/her vested Options and sell Stock issued
upon such
exercise only by using cash from a source other than the sale of
the Stock
under the Plan.
|
|
4.)
|
If
the Plan covers the exercise of Options granted under the Issuer’s stock
option plan (“SOP”), any exercise of the Options under the Plan does not
violate the terms and conditions of the SOP. The Issuer agrees to:
(i)
accept, acknowledge and effect the exercise of such Options by SB
on the
Seller's behalf upon receipt of a completed Schedule A-1 (which shall
constitute the Seller's Option exercise form), and (ii) notify SB
promptly
in writing if any of the Seller's Options have expired or been terminated
or forfeited under the SOP.
|
|
5.)
|
On
any day that the Seller's Options are exercised pursuant to the Plan
("Instruction Date"), Issuer will instruct its transfer agent to
deliver
to SB, no later than three business days after the Instruction Date,
the
number of shares of Stock corresponding to the number of Options
exercised
(including any shares issued as a result of a Stock split , Stock
dividend
or other like distributions affecting the Stock).
|
|
6.)
|
The
Issuer's obligations ("Obligations") set forth in Sections 4 and
5 above
constitute its legal, valid and binding obligations enforceable against
it
in accordance with their terms, and there is no contractual restriction
to
which Issuer is subject, or any litigation or other proceeding pending,
or
to my knowledge threatened, that would preclude the Seller from exercising
Options under the Plan.
|
By:_________________________________________
[Signature
of Issuer's Authorized Representative]
________________________________________________
[Print
Name and Title of Issuer's Authorized Representative]
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