UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
WINDSWEPT ENVIRONMENTAL GROUP, INC.
(Name of Issuer)
COMMON STOCK, $.0001 PAR VALUE
(Title of Class of Securities)
973812 10 0
(CUSIP Number)
Michael O'Reilly
JoAnn O'Reilly
Windswept Environmental Group, Inc.
100 Sweeneydale Avenue
Bay Shore, New York 11706
(516) 434-1300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 29, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of 240.13d-1(e),or 240.13d-1 (f), or 240.13s-1 (g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that Section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
CUSIP No. 973812 10 0
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Michael O'Reilly
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,527,333
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
3,527,333
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,527,333 (See Item 5 herein)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
2
<PAGE>
CUSIP No. 973812 10 0
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
JoAnn O'Reilly
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Intentionally Omitted
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 311,000
BENEFICIALLY -----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING -----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
311,000
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
311,000 (See Item 5 herein)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.7%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
3
<PAGE>
Item 1. Security and Issuer.
The class of securities to which this statement relates is the common
stock, $.0001 par value (the "Common Stock"), of Windswept Environmental Group,
Inc. (the "Company"). The Company is a Delaware corporation with principal
executive offices at 100 Sweeneydale Avenue, Bay Shore, New York 11706.
Item 2. Identity and Background.
(a) This statement is being filed by Michael O'Reilly and JoAnn O'Reilly
(the "Reporting Persons"). The Reporting Persons are husband and wife.
(b) The business address of each of the Reporting Persons is 100
Sweeneydale Avenue, Bay Shore, New York 11706.
(c) Michael O'Reilly is, and has been, the Chairman of the Board of
Directors, Chief Executive Officer and President of the Company since 1996.
Michael O'Reilly is also the President of Trade-Winds Environmental Restoration,
Inc. ("Trade-Winds"), Vice President of North Atlantic Laboratories, Inc.
("North Atlantic"), and Vice President of New York Testing Laboratories, Inc.
("New York Testing" and, together with the Company, Trade-Winds and North
Atlantic, the "Windswept Entities"), each a subsidiary of the Company. The
address for each of the Windswept Entities is 100 Sweeneydale Avenue, Bay Shore,
New York 11706.
JoAnn O'Reilly was a member of the Board of Directors of the Company from
1996 through and until the acceptance of her resignation by the Company on
October 26, 1999.
(d) None of the Reporting Persons has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) None of the Reporting Persons has, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) Each of the Reporting Persons is a United States citizen.
Information with respect to each of the Reporting Persons is given solely
by such Reporting Person and no Reporting Person has responsibility for the
accuracy or completeness of information supplied by the other Reporting Person.
The filing of this Schedule 13D (including all amendments thereto) does not
constitute an admission by any of the persons making this filing that such
persons are a "group" for purposes of Section 13(d)(3) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder (the
"Exchange Act").
4
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
In connection with the transactions described in Item 4 (the answer to
which is incorporated herein by reference), on October 29, 1999, the Company
granted to Michael O'Reilly an option to purchase 2,674,714 shares of Common
Stock which vests and becomes exercisable in equal installments on each of the
first, second and third anniversaries of October 29, 1999. The Company also
granted to Michael O'Reilly an option to purchase 2,811,595 shares of Common
Stock which is exercisable on or after October 29, 2006; except that the
exercisability of such option will be accelerated if and to the extent that
Spotless Plastics (USA) Inc. ("Spotless") converts or exchanges its Note (as
defined below).
Of the Common Stock reported as beneficially owned by Michael O'Reilly,
2,000,000 shares are shares underlying an option previously granted to him by
the Board of Directors of the Company (the "Board") which, upon the occurrence
of the transactions described in Item 4 (the answer to which is incorporated
herein by reference), became vested and fully exercisable as of October 29, 1999
for a five-year period at an exercise price of $.01 per share, but which have
not been exercised; and 1,350,000 shares are shares issuable under existing
options granted by the Board for services rendered which are exercisable at
prices ranging from $.1875 to $.34 per share and which have not yet been
exercised. Each of these options has vested and is fully exercisable. Of the
remaining 177,333 shares beneficially owned by Michael O'Reilly, 44,000 shares
were grants of stock by the Company for his services rendered as Chairman of the
Board; and 133,333 shares were granted by the Company to Michael O'Reilly as
part of a bonus in the amount of $100,000. These amounts do not include the
311,000 shares beneficially owned by JoAnn O'Reilly, Mr. O'Reilly's wife, as to
which shares he disclaims beneficial ownership.
Of the Common Stock reported as beneficially owned by JoAnn O'Reilly,
11,000 shares owned and 300,000 shares issuable upon exercise of options
exercisable within 60 days were acquired as compensation for director services
rendered. These amounts do not include the 3,527,333 shares beneficially owned
by Michael O'Reilly, Mrs. O'Reilly's husband, as to which shares she disclaims
beneficial ownership.
Item 4. Purpose of Transaction
(a) - (c) On October 29, 1999, the Company entered into a subscription
agreement (the "Subscription Agreement") with Spotless whereby the Company sold
to Windswept Acquisition Corporation ("Acquisition Corp."), a wholly-owned
subsidiary of Spotless, for an aggregate purchase price of $2,500,000,
22,284,683 shares of Common Stock, and 9,346 shares of Series B Convertible
Preferred Stock, par value $.01 per share, of the Company (the "Series B
Preferred"). These shares of Common Stock and Series B Preferred hold voting
power equal to 58% of the Company's issued and outstanding shares, or 51% of the
voting power of the Company on a fully diluted basis.
In addition, Spotless advanced to the Company the sum of $2,000,000
pursuant to the terms of a convertible promissory note (the "Note"), which is
convertible into 25,304,352 shares of Common Stock or 25,305 shares of Series B
Preferred. As collateral for the Company's and its subsidiaries obligations
under the Note, Spotless was granted a security interest in substantially all
the tangible and intangible assets of each of the Windswept Entities. Effective
with this change in control of the Company, the option previously granted to
Michael O'Reilly to purchase 2,000,000 shares of the Common Stock of the
Company, at an exercise price of $.01 per share, became vested and fully
exercisable for a five-year period.
5
<PAGE>
In connection with the foregoing, Michael O'Reilly entered into an
Employment Agreement with the Company (the "Amended Employment Agreement"). The
Amended Employment Agreement is for a term of five years, calls for a base
salary of $260,000 per year and a bonus equal to 2.5% of the Company's pre-tax
income (as defined therein). Upon the termination of Michael O'Reilly's
employment with the Company (other than for cause, death or disability or his
resignation without good reason, as defined therein), Michael O'Reilly has the
right to require the Company (or Spotless, if the Company's capital would be
impaired by such a repurchase, pursuant to the Letter Agreement (as defined
below)) to purchase, in a single transaction, all the shares of Common Stock
owned by him as of October 29, 1999 and all the shares of Common Stock
underlying options issued or issuable to him as of October 29, 1999, to the
extent vested and exercisable (collectively, the "O'Reilly Shares"); provided,
however, that as a condition precedent to requiring the Company to repurchase
the O'Reilly Shares, Michael O'Reilly must forfeit the Conversion Date Option
(as defined below), except to the extent that the Conversion Date Option is at
that time vested and exercisable. Similarly, pursuant to a letter agreement,
dated as of October 29, 1999, by and between Michael O'Reilly and Spotless (the
"Letter Agreement"), Michael O'Reilly has the right, upon receipt of notice that
Spotless or any of its affiliates has acquired a beneficial ownership of more
than seventy-five (75%) percent of the outstanding shares of Common Stock of the
Company (on a fully diluted basis), to require Spotless to purchase, in a single
transaction, the O'Reilly Shares. The purchase price applicable to any such
purchase shall be at a price mutually agreed upon. If the parties are not able
to agree upon a purchase price, then the purchase price will be determined based
upon a procedure using the appraised value of the Company at the time such
obligation to purchase arises.
The Company granted Michael O'Reilly on October 29, 1999 an option to
purchase 2,674,714 shares of Common Stock, at an exercise price of $0.07904 per
share, which option vests and becomes exercisable in equal installments on the
first, second and third anniversaries of October 29, 1999. The Company has also
granted Mr. O'Reilly an option to purchase 2,811,595 shares of Common Stock (the
"Conversion Date Option"), at an exercise price of $0.07904 per share, which is
exercisable on or after October 29, 2006, except that the exercisability of such
option will be accelerated if and to the extent that Spotless converts or
exchanges the Note, referred to above.
(d) In connection with this transaction, on October 26, 1999, the Board,
pursuant to the By-laws of the Company, increased the size of the Board from
five (5) to nine (9) directors. The Board also accepted the resignation of JoAnn
O'Reilly as a director of the Company, effective as of October 26, 1999, and
appointed Brian Blythe, Ronald Evans, Peter Wilson and Charles L. Kelly, each of
whom are nominees of Spotless, to the Board to fill the vacancies created by the
foregoing. John Bongiorno, another Spotless nominee, is expected to be elected
to the Board upon compliance by the Company with Section 14(f) of the Exchange
Act.
(e) In connection with this transaction, the Board approved an amendment to
its Certificate of Incorporation increasing the number of authorized shares of
Common Stock from Fifty (50,000,000) Million to One Hundred (100,000,000)
Million. In addition, the Board designated Fifty (50,000) Thousand of its Ten
(10,000,000) Million shares of Preferred Stock, par value $.01 per share, as
Series B Preferred, subject to the rights, preferences, priorities, conditions,
limitations and restrictions set forth in the Certificate of the Designations.
(f) Not applicable.
6
<PAGE>
(g) As set forth in subsection (e) of this Item 4, the Board has approved
an amendment to the Certificate of Incorporation of the Company to increase the
number of authorized shares of Common Stock from Fifty (50,000,000) Million to
One Hundred (100,000,000) Million.
(h) - ( j) Not applicable.
The Reporting Persons intend to vote their shares as they deem appropriate
from time to time. In determining from time to time whether to sell or
distribute their shares of the Company's Common Stock (and in what amounts) or
to retain such shares, the Reporting Persons will take into consideration such
factors as they deem relevant, including the business and prospects of the
Company, anticipated future developments concerning the Company, existing and
anticipated market conditions from time to time, other opportunities available
to the Reporting Persons and the need from time to time for liquidity. The
Reporting Persons reserve the right to acquire additional securities of the
Company in the open market, in privately negotiated transactions (which may be
with the Company or with third parties) or otherwise, to dispose of all or a
portion of their holdings of securities of the Company or to change their
intention with respect to any or all of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer.
A. Michael O'Reilly
(a) Aggregate number of shares of Common Stock beneficially
owned:3,527,333
Percentage: 8.4%
(b) 1. Sole power to vote or to direct vote: 3,527,333
2. Shared power to vote or to direct vote: -0-
3. Sole power to dispose or to direct the
disposition: 3,527,333
4. Shared power to dispose or to direct the
disposition: -0-
(c) Other than as reported in Item 2 through 4 above, there were no
transactions by Michael O'Reilly during the past sixty (60) days.
(d) Except as set forth in this Schedule 13D, no person may be deemed to
have the right to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Common Stock beneficially owned by the
Reporting Persons.
(e) Not applicable.
B. JoAnn O'Reilly
(a) Aggregate number of shares of Common Stock beneficially owned: 311,000
Percentage: 0.7%
(b) 1. Sole power to vote or to direct vote: 311,000
2. Shared power to vote or to direct vote: -0-
7
<PAGE>
3. Sole power to dispose or to direct the
disposition: 311,000
4. Shared power to dispose or to direct the
disposition: -0-
(c) Other than as reported in Item 2 through 4 above, there were no
transactions by JoAnn O'Reilly during the past sixty (60) days.
(d) Except as set forth in this Schedule 13D, no person may be deemed to
have the right to receive or the power to direct the receipt of dividends from,
or proceeds from the sale of, the Common Stock beneficially owned by the
Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
See Item 4, the answer to which is incorporated herein by reference.
As set forth in Item 3 (which answer is incorporated herein by reference),
Michael O'Reilly disclaims beneficial ownership of 311,000 shares of Common
Stock of the Company deemed to be beneficially owned by him solely by virtue of
his relationship with JoAnn O'Reilly. JoAnn O'Reilly disclaims beneficial
ownership of the 3,527,333 shares of Common Stock of the Company deemed to be
beneficially owned by her solely by virtue of her relationship with Michael
O'Reilly.
Except as referred to above, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons and/or any other
person with respect to the securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Exhibit 1: Joint Filing Agreement, dated as of November 8, 1999, by and
among Michael O'Reilly and JoAnn O'Reilly.
2. Exhibit 2: Employment Agreement, dated as of October 29, 1999, by and
between the Company and Michael O'Reilly.
3. Exhibit 3: Side Letter Agreement, dated as of October 29, 1999, by and
between Spotless Plastics (USA) Inc. and Michael O'Reilly.
4. Exhibit 4: Stock Option Agreement, dated as of October 29, 1999, by and
between the Company and Michael O'Reilly relating to 2,674,714 shares of Common
Stock.
5. Exhibit 5: Stock Option Agreement, dated as of October 29, 1999, by and
between the Company and Michael O'Reilly relating to 2,811,595 shares of Common
Stock.
8
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: November 8, 1999
/s/ Michael O'Reilly
--------------------------------
Michael O'Reilly
/s/ JoAnn O'Reilly
--------------------------------
JoAnn O'Reilly
9
<PAGE>
EXHIBIT INDEX
1. Exhibit 1: Joint Filing Agreement, dated as of November 8, 1999, by and
among Michael O'Reilly and JoAnn O'Reilly.
2. Exhibit 2: Employment Agreement, dated as of October 29, 1999, by and
between the Company nd Michael O'Reilly.
3. Exhibit 3: Side Letter Agreement, dated as of October 29, 1999, by and
between Spotless Plastics (USA) Inc. and Michael O'Reilly.
4. Exhibit 4: Stock Option Agreement, dated as of October 29, 1999, by and
between the Company and Michael O'Reilly relating to 2,674,714 shares of Common
Stock.
5. Exhibit 5: Stock Option Agreement, dated as of October 29, 1999, by and
between the Company and Michael O'Reilly relating to 2,811,595 shares of Common
Stock.
10
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Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below each hereby agrees that the Schedule
13D filed herewith and any amendments thereto relating to the shares of Common
Stock, $.0001 par value per share, of Windswept Environmental Group, Inc., a
Delaware corporation, is filed jointly and on behalf of each such person.
November 8, 1999 /s/ Michael O'Reilly
------------------------------------
Michael O'Reilly
November 8, 1999 /s/ JoAnn O'Reilly
------------------------------------
JoAnn O'Reilly
11
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT, dated October 29, 1999, by and between WINDSWEPT
ENVIRONMENTAL GROUP, INC., a Delaware corporation (the "Company"), and MICHAEL
O'REILLY (the "Executive").
WITNESSETH:
WHEREAS, the Executive currently serves as the President and Chief
Executive Officer of the Company and as a member of the Board of Directors of
the Company (the "Board of Directors"); and
WHEREAS, the Board of Directors believes it to be in the best interest of
the Company to enter into this Agreement to ensure the Executive's continued
employment by the Company in the capacity and under the terms and conditions set
forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and covenants set forth herein, the Company and the Executive agree as follows:
Section 1
EMPLOYMENT
1.1 Employment. The Company will employ the Executive and the
Executive accepts employment on the terms and conditions set forth in this
Agreement.
1.2 Titles and Duties.
(a) The Executive shall be employed by the Company as its President and
Chief Executive Officer.
(b) The Executive shall continue to operate the Company on a day-to-day
basis as its President and Chief Executive Officer, and the Executive shall have
all duties and authority customarily accorded the President and Chief Executive
Officer of the Company.
(c) The Executive shall report to the Board of Directors of the
Company.
(d) Executive may engage in personal business and investment activities for
his own account; provided, however, that such personal business and investment
activities do not, in the reasonable opinion of the Board of Directors,
materially interfere with the performance of his duties under this Agreement.
(e) Executive agrees to serve as director of the Company, and as an officer
or director of any affiliate of the Company without any additional compensation
therefor other than as provided in this Agreement.
1.3 Term of Employment. The term of the Executive's employment hereunder
(the "Term of Employment") shall be for a five year period (the "Initial Term")
beginning on October 29, 1999 and ending on September 30, 2004 and shall
automatically be renewed for successive periods of one (1) year (each, a
"Renewal Period") commencing on October 29, 2004 unless either party notifies
the other at least six months prior to the end of the Initial Term or the
current Renewal Period, as the case may be, that it does not wish to renew the
term of the Executive's employment hereunder.
<PAGE>
1.4 Location of Employment. The Executive may be required to move his
office to any location on Long Island, New York, but shall not otherwise be
required to move his office without the Executive's prior written consent.
15. Compensation.
(a) As compensation for the Executive's services during the Term of
Employment, the Company shall pay to the Executive a salary at the annual rate
of $260,000, payable in periodic installments in accordance with payroll
practices of the Company as in effect from time to time.
(b) Base Salary. The Executive's base salary shall be reviewed annually
solely for the purpose of awarding possible base salary increases (taking into
account factors relating to the Executive's performance as well as the Company's
performance as a whole). In the event an increase in Base Salary is awarded, the
Base Salary set forth above shall be automatically amended to reflect the new
amount.
(c) In addition to his salary, the Executive shall be entitled to receive a
cash bonus (the "Annual Bonus") in an amount equal to 2.5% of the "Pre-Tax
Income" of the Company and its consolidated subsidiaries for each fiscal year
during the Term of Employment. For the purposes of this Agreement, the term
"Pre-Tax Income" shall mean the net income of the Company and its consolidated
subsidiaries as determined in accordance with generally accepted accounting
principles at the time applied on a basis consistent with the past practices of
the Company, before any charges for (i) federal, state or other taxes on the
income of the Company and its consolidated subsidiaries, (ii) direct charges of
Spotless Plastics (USA), Inc. ("Spotless") or any of its affiliates for services
rendered to the Company to the extent that such charges are in excess of those
that would be charged by unrelated third parties for comparable services and
(iii) interest charged by Spotless on any funds advanced by it to the Company to
the extent that such interest charges are greater than the sum of the cost of
funds of Spotless with respect to any such advance plus one percent (1%) per
annum. The Annual Bonus shall be paid within thirty (30) days following the
issuance by the Company of the audited financial statements of the Company and
its consolidated subsidiaries for the relevant fiscal year. The Annual Bonus
will be paid at such time on a pro rata basis if Executive has not been employed
pursuant to the terms of this Agreement for the entire fiscal year.
(d) The Executive shall be entitled to participate in all employee pension
and welfare benefit plans, programs and practices maintained by the Company for
its employees generally in accordance with the terms of such plans, programs and
practices as in effect from time to time, and in any other insurance, pension,
retirement or welfare benefit plans, programs and practices which the Company
provides to its executives from time to time, including plans that supplement
such plans. The Executive shall be entitled to four (4) weeks of paid vacation
in each calendar year, all of which shall be deemed accrued, earned and
available for use on the first day of the year.
(e) The Company shall purchase or lease for the Executive's exclusive use a
new luxury class automobile of his choice and shall replace such automobile, at
the Executive's request, once every three (3) years. The Company shall pay, or
reimburse the Executive for his payment of, any and all reasonable expenses for
the maintenance and operation of such automobile, including fuel, oil,
maintenance and repairs, and the cost of liability and property damage
insurance.
(f) The Company shall also purchase or lease for the Executive's exclusive
use a beeper and cellular telephone of his choice and shall pay, or reimburse
the Executive for his payment of, all charges relating thereto.
(g) The Executive is authorized to incur reasonable ordinary and necessary
business expenses in the performance of his duties hereunder, including expenses
for travel, entertainment and other business purposes. The Company shall
reimburse the Executive for all such expenses incurred by him, upon presentation
of itemized accounts and submission of receipts in accordance with Company's
policies and procedures.
(h) In addition to any group-term life insurance coverage available
pursuant to Section 1.3(d) of this Agreement, the Company shall, at its sole
expense, provide additional term or other life insurance coverage on the
2
<PAGE>
Executive's life providing a death benefit to Executive's designated beneficiary
of not less than One Million Dollars ($1,000,000).
(i) The Company shall reimburse Executive for fees for membership in one
business or social club of his choice. Executive has elected to be a member of
the North Fork Preserve. If he so desires, he may stop seeking reimbursement for
expenses incurred in connection with such membership and obtain a corporate
membership at the Nissequogue Country Club or similar club.
Section II
TERMINATION OF EMPLOYMENT
2.1 Termination.
(a) Death. The Executive's employment hereunder shall terminate upon his
death.
(b) Disability. The Company may terminate Executive's employment hereunder
due to the Executive's disability. For purposes of this Agreement, "disability"
means a physical or mental illness, incompetency or incapacity which results in
the Executive's inability to actively participate in the Company's business and
perform his duties as required under this Agreement where such incapacity has
lasted for a continuous period of not less than two hundred seventy (270) days.
The Executive shall receive full salary, pro rata bonus and benefits during such
two hundred seventy (270) day period.
(c) Cause. The Company may terminate the Executive's employment hereunder
for Cause. For the purpose of this Agreement, "Cause" shall be defined as (i)
willful misconduct by the Executive in the performance of his duties hereunder
which causes material damage or injury to the business or reputation of the
Company; (ii) Executive's direct and active fraud or embezzlement in the
performance of the Executive's duties; (iii) continuing refusal by the Executive
to perform a material portion of his duties hereunder which is not cured within
thirty (30) days after written notice to Executive specifying the duties which
the Executive has refused to perform; (iv) any material breach of Sections III
or IV of this Agreement to the detriment of the Company; or (v) the conviction
of the Executive for any felony which conviction results in material damage or
injury to the business or reputation of the Company.
(d) Executive may, for any reason, elect to terminate his employment
hereunder by providing ninety (90) days written notice.
(e) Resignation for Good Reason. The Executive may terminate his employment
hereunder for Good Reason which, for purposes hereof, shall be defined as:
(i) any substantial diminution of the duties or
authority of the Executive inconsistent with his title,
authorities, duties and responsibilities provided herein;
(ii) the failure of the shareholders of the Company to
re-elect the Executive as a Director of the Company;
(iii) any reduction or failure to pay the Executive's
compensation required to be paid pursuant this Agreement;
(iv) any reduction in the benefits required to be
provided herein or any other material breach of this Employment
Agreement;
(v) breach of any option agreement or failure to issue
shares as required under any option agreement or certificate; or
3
<PAGE>
(vi) any relocation of the principal location of
Executive's employment as set forth herein without his consent.
2.2 Effect of Termination.
(a) Termination by the Company for Cause or Due to Executive's Death or
Disability. If the Executive employed hereunder shall be terminated due to the
Executive's Death, disability or for Cause, the Company shall pay the Executive
his full salary, pro rata share of his Annual Bonus and other benefits through
the date of employment termination at the rate then in effect, and the Company
shall have no further obligations to the Executive under this Agreement except
his rights, if any, under any applicable health insurance, life insurance,
disability insurance and/or any other benefit plan or policy.
(b) Termination by the Company without Cause or Resignation by the
Executive with Good Reason. If the Executive's employment hereunder shall be
terminated by the Company other than for Cause, death or disability or shall be
terminated by the Executive by Resignation with Good Reason, the Company agrees
to pay an amount equal to the Base Compensation which would have been payable
pursuant to Section 1.5(a) hereof over the remaining Term of Employment and to
provide the benefits described or referenced in Sections 1.5(d), (h) and (i)
during the remaining Term of Employment, subject to the Executive's compliance
in full with the terms and conditions of Section IV hereof.
(c) Options. None of the stock options granted to the Executive on or prior
to the date hereof shall expire or be terminated as a result of the termination,
either by the Company or the Executive, of the Executive's employment by the
Company hereunder, including his Resignation for Good Reason, unless otherwise
specifically provided in the relevant stock option agreement or certificate.
(d) Repurchase of Shares and Options. In the event that (i) the Term of
Employment shall expire, (ii) the Executive's employment hereunder shall be
terminated by the Company other than for Cause, death or disability or (iii) the
Executive's employment hereunder shall be terminated by the Executive by
Resignation with Good Reason, then the Executive shall have the right (provided
that at the time of such expiration or termination, as the case may be, the
shares of the common stock of the Company (the "Common Stock") are not listed
for trading on the New York Stock Exchange or the American Stock Exchange or
included in the NASDAQ National Market or Small-Cap Market or any other
comparable trading market, but excluding the OTC Electronic Bulletin Board and
the National Quotation Bureau pink sheets), to require the Company to purchase
(unless such purchase would cause any impairment of the capital of the Company)
in a single transaction (as opposed to a series of transactions) all shares of
the Common Stock owned by the Executive as of the date hereof or which are
issuable to the Executive under stock options which have been granted as of the
date hereof and which shall have at the time of such expiration or termination,
as the case may be, vested and shall be fully exercisable (collectively, the
"Shares"); provided, however, that as a condition precedent to the obligation of
the Company to purchase the Shares the Executive shall surrender to the Company
and forfeit, for no additional consideration, the option to purchase 2,811,595
shares of Common Stock (the "Conversion Date Options") granted to the Executive
pursuant to the Stock Option Agreement dated the date hereof (the "Conversion
Date Option Agreement"), unless the Conversion Date Options shall have vested
and shall be exercisable in accordance with the terms of the Conversion Date
Option Agreement as of the date of such expiration or termination. If the
Executive wishes to exercise his right under this Section 2.2(c), he shall give
the Company written notice (the "Purchase Notice") within thirty (30) days
following the date of termination or expiration of the Term of Employment, as
the case may be, which notice shall specify the number of Shares as to which he
is exercising his right. The Executive and the Company hereby agree that, if
they are not able to mutually agree upon the purchase price payable for the
Shares, the purchase price shall be an amount equal to the product of the
Appraised Value (as hereinafter defined) multiplied by a fraction, the numerator
of which shall be the number of Shares as to which the Executive is exercising
his right under this Section 2.2(c) as set forth in the Purchase Notice and the
denominator of which shall be the number of shares of Common Stock outstanding
at the date of termination or expiration of the Term of Employment, as the case
may be, on a fully diluted basis (i.e. assuming the exercise of all outstanding
options and warrants for the purchase of Common Stock and the conversion of all
securities convertible or exchangeable into shares of Common Stock). For the
purposes of this Agreement, the term "Appraised Value" shall mean the appraised
value of the Company as a going concerned
4
<PAGE>
determined by two investment banks, or other financial advisors, one of
which shall be selected by the Company and one of which shall be selected by
the Executive. Each party shall bear the costs and expenses of the investment
bank, appraiser or other financial advisor selected by it. If the investment
banks, appraisers or other financial institutions selected by the Company and
the Executive, respectively, cannot agree on the Appraised Value, the
Appraised Value shall be determined by a third investment bank, appraiser or
other financial advisor jointly selected within sixty (60) days after the date
of the Purchase Notice by the investment banks, appraiser or other financial
institutions selected by the Company and the executive, respectively, and
the costs and expenses of such third investment bank, appraiser or other
financial advisor shall be shared equally by the Company and the Executive.
The closing with respect to any purchase of Shares under this Section 2.2(c)
shall occur not later than thirty (30) days following the agreement by the
Executive and the Company as to the purchase price payable for the Shares or
the determination of the Appraised Value, as the case may be. The Executive
may withdraw his Purchase Notice at any time prior to such closing,
provided that the Executive pays all expenses incurred by the Company, if any,
in connection with the determination of the Appraised Value and any other
out-of-pocket expenses incurred by the Company, including, without
limitation, reasonable attorneys' fees.
2.3 No Mitigation.
Any amounts paid to Executive as a consequence of termination of
employment shall be paid as severance pay and not as liquidated damages. It is
expressly agreed that Executive shall have no duty to seek or accept subsequent
employment and any amounts or benefits received by him as a result of such
subsequent employment shall not be offset against any amounts required to be
paid by the Company hereunder.
Section III
CONFIDENTIAL INFORMATION AND INVENTIONS
3.1 Nondisclosure of Confidential Information.
(a) The Executive agrees to treat as confidential and retain in the
strictest confidence and shall not use, divulge, disclose or make accessible to
any other firm, partnership, corporation or any other person or entity outside
the Company any Confidential Information (as hereinafter defined), except (i)
while employed by the Company and in the business of and for the benefit of the
Company, (ii) when such information is in the public domain through no fault of
the Executive, or (iii) when required to do so by a court of competent
jurisdiction, by any governmental agency having supervisory authority over the
business of the Company, or by any administrative body or legislative body with
purported or apparent jurisdiction to order the Executive to divulge, disclose
or make accessible such information. The Executive agrees to exercise his best
efforts to prevent the unauthorized use of Confidential Information and to
ensure that Confidential Information shall be stored at locations and under such
conditions as to reasonably prevent the unauthorized disclosure, use or
duplication of such information and materials. All Confidential Information
disclosed by the Company to the Executive under this Agreement (including, or
without limitation, information incorporated in computer software or held in
electronic storage media) shall be and remain the exclusive property of the
Company. All such Confidential Information shall not be retained in any form by
the Executive for personal use or otherwise and all physical embodiments and
copies thereof shall be returned to the Company at its request unless, at the
Company's option, the Company instructs the Executive to destroy all or any part
of the same. Upon termination of the Executive's services with the Company, all
Confidential Information, memoranda, notes, records, reports, papers, drawings,
designs, computer files or programs in any media, and other documents (and all
copies) relating to the business of the Company or its clients, and all
associated property other than material published by the Company for the general
public then in the Executive's possession, whether prepared by the Executive or
others, will be returned to the Company.
(b) For the purposes of this Agreement, "Confidential Information" means as
of any date all information in whatever form transmitted relating to the past,
present or proposed future business affairs of the Company and its affiliates or
another party whose information the Company has in its possession under
obligation of confidentiality, which is disclosed by the Company and its
affiliates to the Executive, or which is produced or developed during the
5
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employment relationship including, without limitation, trade secrets, computer
programs, product and production planning, customer lists, research,
development, business plans, pricing and fee policies, information relating to
operations, systems, security, merchandising, marketing, affiliate relations,
products, financial data, and specialized knowledge, data or property concerning
any idea, invention, discovery, process, program or service or product provided,
used, developed, investigated, manufactured or considered by the Company, its
affiliates or its customers during the course of the employment of the Executive
by the Company, whether commercial or experimental or patented, patentable or
not and which is not publicly available.
3.2 Inventions.
(a) For the purposes of this Agreement, "Inventions" means any and all
inventions, ideas, disclosures or discoveries including improvements, original
works of authorship, designs, formulas, processes, computer programs, databases
and trade secrets and related proprietary information and materials relating to
the business of the Company and its affiliates or the types of business in which
it is engaged, which Executive (solely or jointly with other) conceives,
develops or makes while employed by the Company. The Executive agrees that all
Inventions that (i) are developed using equipment, supplies, facilities or trade
secrets of the Company and its affiliates; (ii) result from services performed
by the Executive for the Company and its affiliates (solely or jointly with
others); or (iii) relate to the business or actual or anticipated research or
development of the Company and its affiliates, shall be the sole and exclusive
property of the Company, and the Executive shall, and hereby does, assign all of
his rights to such Inventions to the Company and its affiliates. The Executive
agrees promptly to disclose to the Company any Invention developed during or as
the result of the Executive's employment by the Company. In addition, the
Executive hereby transfers and assigns any "moral" rights that the Executive may
have in any such Inventions under any copyright or other similar law, whether
domestic or foreign. The Executive agrees to waive and never to assert any such
"moral" rights in any such Invention during or after the termination of his
employment.
(b) The Executive agrees (at the Company's expense) to assist the Company
in obtaining and enforcing patents, copyrights, and other legal protections in
any and all countries for any Invention. The Executive agrees to execute any
documents that the Company considers necessary to enable it to obtain or enforce
such patents, copyrights and other legal protections. In addition, by execution
of this Agreement, the Executive hereby irrevocably designates and appoints the
Company and its duly authorized officers and agents as the Executive's agent and
attorney-in-fact to act for and in his behalf, to execute and file any and all
such documents as the Company in its discretion determine necessary or advisable
in obtaining or enforcing such patents, copyrights and other legal protections,
and to do all other lawfully permitted acts to accomplish the same, with the
same legal force and effect as if executed by the Executive. The Executive
acknowledges that all original works of authorship that are made by the
Executive (solely or jointly with others) within the scope of the Executive's
employment at the Company and that are protected by copyright as "works made for
hire," as that term is defined in the United States Copyright Act (17 U.S.C.
101).
3.3 Specific Enforcement. The Executive agrees that any breach of the
covenants contained in Sections 3.1 and 3.2 would irreparably injure the Company
and its affiliates. Accordingly, the Executive agrees that the Company may, in
addition to pursuing any other remedies it may have under this Agreement or
otherwise in law or in equity, have the provisions of this Agreement
specifically enforced by, and obtain an injunction against the Executive
restraining any further violation of this Agreement by the Executive from, any
court in the State of New York having jurisdiction over the matter.
Section IV
RESTRICTIVE COVENANTS
Executive hereby covenants and agrees that, during his employment with the
Company and for a period of one (1) year following the date of the expiration of
the Term of Employment or, in the event of his termination of employment with
the Company prior to the expiration of the Term of Employment either by the
Company for Cause or by the Executive other than by Resignation for Good Reason,
for a period of one (1) year following the date of such
6
<PAGE>
termination, he shall not, without the written consent of the Company;
(1) become an officer, employee, consultant, director or trustee of any
entity, or any subsidiary or affiliate of any such entity, that directly
competes with the Company in any market or service area in which it was active
during Executive's employment by the Company; (2) recruit on behalf of a
competing entity any person (other than a family member) who is an employee of
the Company on the last day of employment of Executive by the Company; or
(3) solicit current clients on behalf of a competitor of the Company.
Section V
INDEMNIFICATION AND ATTORNEYS' FEES
The Company shall indemnify and hold harmless Executive from and against
any and all liabilities, claims, costs, expenses or damages incurred in
connection with or arising out of any action, suit or proceeding relating to his
work for the Company to the fullest extent permitted under the Delaware General
Corporation Law; provided, however that in any such action, suit or proceeding
in which Executive is a defendant, the Company shall have the right to select
counsel and control the defense unless it is an adverse party or unless such
representation, in the opinion of counsel to the Company, presents a conflict of
interest.
Section VI
6.1 Parties Benefited: Assignment. This Agreement shall become effective as
of the date hereof and, from and after that time, shall extend to and be binding
upon, and inure to the benefit of, the Executive, his heirs and his personal
representative or representatives, and the Company and its successors and
assigns (including any assignee of substantially all the assets of the Company).
Neither this Agreement nor any obligations hereunder may be assigned by the
Executive.
6.2 Notices. All notice given or served hereunder shall be in writing and
sent by (a) certified or registered mail, return receipt requested, (b) personal
delivery, with receipt or (c) Federal Express, Express Mail or other reputable
overnight courier service, with receipt, to the parties as follows:
If to the Executive:
Michael O'Reilly
35 Tuthill Pt. Road
East Moriches, New York 11940
If To The Company:
Windswept Environmental Group, Inc.
100 Sweeneydale Avenue
Bay Shore, New York 11706
Attention: Chairman of the Board of Directors
Any such notice shall be deemed to have been received on delivery, in the case
of (b) above; on the second business day following mailing, in the case of (a)
above; and on the first business day following mailing or transmission in the
case of (c) or (d) above.
6.3 Severability. Each section and subsection of this Agreement constitutes
a separate and distinct provision hereof. It is the intent of the parties hereto
that the provisions of this Agreement be enforced to the fullest extent
permissible under the laws and public policies applicable in each jurisdiction
in which enforcement is sought. Accordingly, if any provision of this Agreement
shall be adjudicated to be invalid, ineffective or unenforceable, the remaining
provisions shall not be affected thereby.
<PAGE>
6.4 Amendment. This Agreement contains the full and complete agreement of
the parties relating to the employment of the executive hereunder and supersedes
all prior agreements, arrangements or understandings, whether written or oral,
relating thereto. No amendment, supplement, modification, waiver or termination
of this Agreement shall be binding unless executed in writing by the parties. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof, nor shall such waiver
constitute a continuing waiver.
6.5 Disputes. Any dispute or question arising from this Agreement or its
interpretation shall be settled in accordance with the laws of the State of New
York before the state or federal courts in the State of New York. Each party
consents to the exclusive jurisdiction of such courts and shall bear its own
costs and expenses of such proceedings.
6.6 Survivorship. The respective rights and obligations of the parties
hereunder shall survive any termination of this Agreement to the extent
necessary to the intended preservation of such rights and obligations.
6.7 Third Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any person or entity
other than the Company and the Executive any rights or remedies under, or by
reason of, this Agreement.
6.8 Affiliate. As used herein, the term "affiliate" shall mean any
corporation, partnership or other business entity controlling, controlled by or
under common control with the Company.
6.9 Applicable Law. This Agreement shall be construed and applied in
accordance with the laws of the State of New York without regard to conflict of
law principles.
6.10 Captions and Headings. The captions and headings of the several
Articles and Sections herein are inserted for convenience of reference only and
are not intended to be part of or to affect the meaning or interpretation of
this Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed and delivered by its duly authorized officer, and the Executive has
duly executed and delivered this Agreement, as of the date first written above.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Anthony P. Towell
------------------------------------
Name: Anthony P. Towell
Title: Secretary
/s/ Michael O'Reilly
------------------------------------------
Michael O'Reilly
October 29, 1999
Mr. Michael O'Reilly
35 Tuthill Pt. Road
East Moriches, New York 11940
Dear Mr. O'Reilly:
We refer to the Employment Agreement dated the date hereof (the
"Agreement") between you and Windswept Environmental Group, Inc. (the
"Company"). As additional consideration for your entering into the Agreement,
Spotless Plastics (USA) Inc. ("Spotless") hereby agrees as follows:
1. Spotless shall give you written notice (the "Notice") in the event
that, at any time after the date hereof and during the Term of Employment (as
that term is defined in the Agreement), Spotless and its affiliates, by means of
additional purchases by Spotless or any of its affiliates of shares of common
stock, par value $.0001 per share, of the Company ("Common Stock") after the
date hereof (as opposed to the cancellation of shares, the repayment or
redemption of convertible securities or the expiration of warrants, options or
similar rights to purchase shares of Common Stock), become the beneficial owners
of more than seventy-five percent (75%) of the outstanding shares of Common
Stock on a Fully Diluted Basis (i.e., after giving effect to the exercise of all
options, warrants, or similar rights to acquire shares of Common Stock).
Spotless further agrees that, in the event that at the time of such purchases
the Common Stock is not listed for trading on the New York Stock Exchange or the
American Stock Exchange or included in the NASDAQ National Market or Small-Cap
Market or any other comparable trading market (but excluding the OTC Electronic
Bulletin Board and the National Quotation Bureau pink sheets) or the Common
Stock ceases to be so listed or included in any of the foregoing exchanges or
markets within the period of one hundred eighty (180) days following your
receipt of the Notice, you shall have the right, subject to the terms and
conditions hereof and for a period of one hundred eighty (180) days following
your receipt of the Notice, to require Spotless to purchase in a single
transaction (as opposed to a series of transactions) all shares of Common Stock
owned by you as of the date hereof or which are issuable to you under stock
options outstanding as of the date hereof and which are vested and fully
exercisable as of the date of the Notice (collectively, the "Shares"); provided,
however, that as a condition precedent to the obligation of Spotless to purchase
the Shares you shall surrender to the Company and forfeit, for no additional
consideration, the option to purchase 2,811,595 shares of Common Stock (the
"Conversion Date Options") granted to you pursuant to the Stock Option Agreement
dated the date hereof (the "Conversion Date Option Agreement"), unless the
Conversion Date Options shall have vested and shall be exercisable in accordance
with the terms of the Conversion Date Option Agreement as of the date of the
Notice. If you wish to exercise your right under this letter agreement, you
shall give the Company written notice (the "Purchase Notice") within one hundred
eighty (180) days following the date of your receipt of the Notice, which
Purchase Notice shall specify the number of Shares as to which you are
exercising your right. We hereby agree that, if we are not able to mutually
agree upon the purchase price payable for the Shares, the purchase price shall
be an amount equal to the product of the Appraised Value (as hereinafter
defined) multiplied by a fraction, the numerator of which shall be the number of
Shares as to which you are exercising your right under this letter agreement as
set forth in the Purchase Notice and the denominator of which shall be the
number of shares of Common Stock outstanding at the date of the Purchase Notice
on a fully diluted basis (i.e. assuming the exercise of all outstanding options
and warrants for the purchase of Common Stock and the conversion of all
securities convertible or exchangeable into shares of Common Stock). For the
purposes of this Agreement, the term "Appraised Value" shall mean the appraised
value of the Company as a going concerned determined by two investment banks,
appraisers or other financial advisors, one of which shall be selected by
Spotless and one of which shall be selected by you. Each party shall bear the
costs and expenses of the investment bank, appraiser or other financial advisor
selected by it. If the
<PAGE>
Mr. Michael O'Reilly
October 29, 1999
Page 2 of 2
investment banks, appraisers or other financial institutions selected by us
cannot agree on the Appraised Value, the Appraised Value shall be determined by
a third investment bank, appraiser or other financial advisor which shall be
jointly selected within sixty (60) days after the date of the Purchase Notice by
the investment banks or other financial institutions selected by us, and the
costs and expenses of such third investment bank, appraiser or other financial
advisor shall be shared equally by us. The closing with respect to any purchase
of Shares under this letter agreement shall occur not later than thirty (30)
following our agreement as to the purchase price payable for the Shares or the
determination of the Appraised Value, as the case may be. You may withdraw your
Purchase Notice at any time prior to such closing, provided that you pay all
expenses incurred by Spotless, if any, in connection with the determination of
the Appraised Value and any other out-of-pocket expenses incurred by Spotless,
including, without limitation, reasonable attorneys' fees.
2. Spotless hereby acknowledges that the Company has agreed, pursuant to
Section 2.2(d) of the Employment Agreement, to purchase the Shares on the terms
and conditions set forth therein, unless such purchase would cause any
impairment in the capital of the Company. Spotless hereby agrees that, to the
extent that such purchase would cause any impairment in the capital of the
Company, it will purchase the Shares on the same terms and conditions set forth
in Section 2.2(d) of the Employment Agreement, provided that the Company shall
still be obligated pay the costs and expenses related to the determination of
the Appraised Value as provided therein as if it were making such purchase.
3. Spotless, on behalf of itself and its affiliates, also agrees that,
during the Term of Employment, Spotless and its affiliates shall not make any
acquisition of substantially all the assets or a majority of the capital stock
of an entity which is principally engaged in the environmental remediation or
disaster remediation business, principally in the United States or its
territories, if the majority of the directors who are not affiliated with
Spotless (excluding any person who may become a director of the Company after
the date hereof as a result of the failure of the Company to pay dividends as
provided in the Certificate of Designations related to the Company's Series A
Preferred Stock, par value $.01 per share) shall have determined in good faith,
on behalf of the Company, that such acquisition would be in the best interests
of the Company. Spotless agrees that the foregoing covenant is made for the
benefit of the Company and yourself and that you, on behalf of the Company
and/or yourself, shall be entitled to seek specific enforcement and any other
remedy, including other equitable remedies, in the event of a breach of such
covenant.
Very truly yours,
SPOTLESS PLASTICS (USA) INC.
By: /s/ Charles L. Kelly, Jr.
-------------------------------------
Name: Charles L. Kelly, Jr.
Title: Vice President - Finance and Secretary
Accepted and Agreed:
/s/ Michael O'Reilly
- -----------------------------
Michael O'Reilly
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of October 29, 1999 between Windswept
Environmental Group, Inc., a Delaware corporation (the "Company"), and Michael
O'Reilly (the "Optionee").
WHEREAS, the Company and the Optionee have entered into an Employment
Agreement dated the date hereof (the "Employment Agreement"); and
WHEREAS, in connection with the execution and delivery of the Employment
Agreement, the Company and the Optionee have agreed to the award of an option to
purchase shares of common stock of the Company, par value $0.0001 per share (the
"Common Stock") on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and agreements hereinafter set forth, the Company and the Optionee agree as
follows:
1. Grant of Option
The Company hereby grants to the Optionee the right and option (the
"Option") to purchase from the Company, on the terms and conditions set forth
herein, an aggregate of 2,674,714 shares of Common Stock (the "Option Shares").
The Option shall vest and become exercisable in accordance with paragraph 3
below and shall terminate on October 1, 2009 if not sooner exercised.
2. Option Price
The price at which the Option Shares may be purchased upon exercise of the
Option shall be $0.07904 per share ("Option Price"), subject to adjustment as
provided in Section 5 hereof.
3. Vesting
The Option shall vest and become exercisable in three equal installments on
the first, second and third anniversaries of the date hereof; provided however,
that the Option shall immediately vest and be fully exercisable in the event
that the Optionee's employment with the Company is terminated under the
Employment Agreement by the Company other than for Cause (as that term is
defined in the Employment Agreement) or the Optionee terminates his employment
by Resignation for Good Reason (as that term is defined in the Employment
Agreement).
4. Method of Exercising Option
(a) The Option may be exercised only upon receipt of written notice of
exercise by the Secretary of the Company (the "Secretary") specifying that the
Option is being exercised and the total number of Option Shares to be purchased.
Such notice shall be accompanied by payment in cash of the aggregate purchase
price for the number of Option Shares purchased, and such exercise shall be
effective on the date upon which the Secretary receives such written notice and
payment. The Company shall, within three (3) business days following receipt of
the purchase price for the number of Option Shares purchased, give instructions
to its transfer agent to issue certificates representing the Option Shares.
(b) The Option may be so exercised during the Optionee's lifetime only by
the Optionee and, in the event of the death of the Optionee, shall be
exercisable by his estate or personal representative within a period not to
exceed twelve (12) months following the death of the Optionee. The Option,
rights and privileges conferred by this Agreement shall not be transferred,
assigned, pledged or hypothecated in any way (whether by operation of law or
<PAGE>
otherwise), other than by laws of descent and distribution, and shall not be
subject to execution, attachment or similar process.
(c) No person shall have any rights or privileges of a shareholder of the
Company in respect of any of the Option Shares issuable upon exercise of the
Option unless and until certificates representing such Option Shares shall have
been issued and delivered.
(d) If requested by the Company and if the Option Shares have not been
registered under the Securities Act of 1933, as amended, the Optionee (or his
estate or personal representative in the event of the death of the Optionee)
shall provide a written representation that the Option Shares to be acquired
upon any exercise of the Option are for investment only and not for resale or
with a view to the distribution thereof. The Company shall register its sale of
the Option Shares pursuant to a Registration Statement on Form S-8 within ninety
(90) days following the date hereof and comply with all other requirements of
the federal securities laws to enable the Option Shares to be freely tradable
upon exercise of the Option by the Optionee.
5. Adjustment of Option Price
The Option Price in effect at any time with respect to this option and the
number and kind of securities issuable upon the conversion of this option shall
be subject to adjustment from time to time upon the happening of certain events,
as follows:
(a) In case the Company shall hereafter (i) pay a dividend or make a
distribution on its Common Stock in shares of its Common Stock, (ii) subdivide
its outstanding Common Stock, (iii) combine its outstanding Common Stock into a
smaller number of shares, or (iv) issue any shares by reclassification of Common
Stock (including any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the Option Price in
effect at the time of the record date for such dividend or distribution or the
effective date of such subdivision, combination or reclassification shall be
proportionately adjusted so that the Optionee, upon conversion of all or part of
the principal amount of this Option after such date, shall be entitled to
receive the aggregate number and kind of shares of Common Stock which, if such
principal amount of this Option had been converted immediately prior to such
record date or effective date, the Optionee would have owned upon such
conversion and been entitled to receive upon such dividend, distribution,
subdivision, combination or reclassification.
(b) In case the Company shall hereafter issue rights or warrants to holders
of its Common Stock entitling them (for a period expiring within 45 days after
the record date mentioned below) to subscribe for or purchase shares of Common
Stock (or securities convertible into Common Stock) at a price per share (or
having a conversion price per share) less than the Fair Market Value (as defined
in subparagraph (l) below) on the record date with respect to such issuance, the
Option Price shall be adjusted so that the same shall equal the price determined
by multiplying the Option Price by a fraction, of which the numerator shall be
the number of shares of Common Stock outstanding on such record date plus the
number of additional shares of Common Stock which the aggregate offering price
of the total number of shares of Common Stock so offered (or the aggregate
conversion price of the convertible securities so offered) would purchase at the
Fair Market Value on such record date, and of which the denominator shall be the
number of shares of Common Stock outstanding on the record date plus the number
of additional shares of Common Stock offered for subscription or purchase (or
into which the convertible securities so offered are then convertible). Such
adjustment shall be made successively whenever such rights or warrants are
issued and shall become effective immediately prior to the date of such
issuance; and to the extent that shares of Common Stock are not delivered (or
securities convertible into Common Stock are not delivered) after the expiration
of such rights or warrants, the Option Price shall be readjusted to the Option
Price which would then be in effect had the adjustments made upon the issuance
of such rights or warrants been made upon the basis of delivery of only the
number of shares of Common Stock (or securities convertible into Common Stock)
actually delivered.
2
<PAGE>
(c) In case the Company shall hereafter distribute to all holders of its
Common Stock shares of stock other than Common Stock or evidences of its
indebtedness or assets (excluding cash dividends or distributions out of
retained earnings and dividends or distributions referred to in subparagraph (a)
above) or rights or warrants, then in each such case the Option Price thereafter
shall be determined by multiplying the Option Price in effect immediately prior
to the date of such distribution by a fraction, of which the numerator shall be
the total number of outstanding shares of Common Stock multiplied by the Option
Price in effect immediately prior to the date of such distribution, less the
then Fair Market Value of said shares of stock, assets or evidences of
indebtedness so distributed or of such rights or warrants, and of which the
denominator shall be the total number of outstanding shares of Common Stock
multiplied by the Option Price in effect immediately prior to the date of such
distribution. Such adjustments shall be made whenever any such distribution is
made and shall become effective immediately prior to the date of such
distribution.
(d) In case the Company shall hereafter issue shares of its Common Stock
(excluding shares issued (A) in any of the transactions described in
subparagraph (a) above, (B) upon conversion or exchange of securities
convertible into or exchangeable for Common Stock, or upon conversion of rights
or warrants issued to the holders of Common Stock in existence on the date of
this Option, or for which an adjustment has already been made pursuant to
subparagraph (b) above or (C) by grant to or upon exercise of options granted or
to be granted to employees or directors pursuant to any employee benefit plan or
program of the Company or any of its subsidiaries in existence on the date of
this Option or subsequently approved by the Company's stockholders) for a
consideration per share of Common Stock less than the Fair Market Value on the
date the Company fixes or has fixed the offering, conversion, exchange or
exercise price of such additional shares, the Option Price shall be adjusted so
that it shall equal the price determined by multiplying the Option Price for
such series in effect immediately prior thereto by a fraction, of which the
numerator shall be the total number of shares of Common Stock outstanding
immediately prior to the issuance of such additional shares plus the number of
shares of Common Stock which the aggregate consideration received (determined as
provided in subparagraph (f) below) for the issuance of such additional shares
would purchase at Fair Market Value on the date the Company fixes or has fixed
the offering, conversion, exchange or exercise price of such additional shares,
and of which the denominator shall be the number of shares of Common Stock
outstanding immediately after the issuance of such additional shares. Such
adjustment shall be made successively whenever such an issuance is made and
shall become effective immediately prior to the date of such issuance.
(e) In case the Company shall hereafter issue any securities convertible
into or exchangeable for its Common Stock (excluding securities issued in
transactions described in subparagraphs (b) and (c) above) for a consideration
per share of Common Stock initially deliverable upon conversion or exchange of
such securities (determined as provided in subparagraph (f) below) less than the
Fair Market Value on the issuance date of such securities, the Option Price
shall be adjusted so that it shall equal the price determined by multiplying the
Option Price in effect immediately prior to the date of such issuance by a
fraction, of which the numerator shall be the number of shares of Common Stock
outstanding immediately prior to such issuance plus the number of shares of
Common Stock which the aggregate consideration received (determined as provided
in subparagraph (f) below) for such securities would purchase at Fair Market
Value prior to any adjustment pursuant hereto, and of which the denominator
shall be the number of shares of Common Stock outstanding immediately prior to
such issuance plus the maximum number of shares of Common Stock of the Company
deliverable upon conversion of or in exchange for such securities at the initial
conversion or exchange price or rate. Such adjustment shall be made successively
whenever such an issuance is made and shall become effective immediately prior
to date of issuance of such securities.
(f) For purposes of any computation respecting consideration received
pursuant to subparagraphs (d) and (e) above, the following shall apply:
(i) in the case of the issuance of shares of Common Stock for
cash, the consideration shall be the amount of such cash, provided that in
no case shall any deduction be made for any commissions, discounts or other
expenses incurred by the Company for any underwriting of the issue or
otherwise in
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<PAGE>
connection therewith;
(ii) in the case of the issuance of shares of Common Stock for a
consideration in whole or in part other than cash, the consideration other
than cash shall be deemed to be the fair market value thereof as determined
in good faith by the Board of Directors of the Company (irrespective of the
accounting treatment thereof), whose determination (absent manifest error)
shall be conclusive and described in a certified Board resolution; and
(iii) in the case of the issuance of securities convertible into
or exchangeable for shares of Common Stock, the aggregate consideration
received therefor shall be deemed to be the consideration received by the
Company for the issuance of such securities plus the additional minimum
consideration, if any, to be received by the Company upon the conversion or
exchange thereof (the consideration in each case to be determined in the
same manner as provided in clauses (i) and (ii) of this subparagraph (f)).
(g) In case the Company is a participant in a consolidation, merger or
combination with another corporation (other than with a wholly-owned subsidiary
of the Company and other than a merger which does not result in any
reclassification, conversion, exchange or cancellation of the Common Stock) or
in case of any sale or transfer of all or substantially all of the assets of the
Company, as a result of which holders of the Common Stock shall be entitled to
receive stock, securities or other property or assets (including cash) with
respect to or in exchange for such Common Stock, or any share exchange whereby
Common Stock is converted into other securities or property of the Company, then
as a condition to the consummation of such transaction, lawful and adequate
provision shall be made so that the Optionee shall have the right, with respect
to the principal amount of this Option, to receive stock, other securities or
property or assets (including cash) or any combination thereof, having a value
equal to the value of the stock, other securities, property and assets
(including cash) which the Optionee would have been entitled to receive upon
such consolidation, merger, combination, sale or transfer, or exchange, if the
Optionee had held the Common Stock issuable upon the conversion of this Option
immediately prior to such consolidation, merger, combination, sale or transfer,
or exchange.
(h) No adjustment in the Option Price shall be required unless such
adjustment would require an increase or decrease of at least one-thousandth of
one cent ($0.00001) in such price; provided, however, that any adjustments not
required to be made shall be carried forward and taken into account in any
subsequent adjustment. All calculations under this Section 5 shall be made to
the nearest one-thousandth of a cent or to the nearest one-thousandth of a
share, as the case may be.
(i) Anything in this Section 5 to the contrary notwithstanding, the Company
shall be entitled, but shall not be required, to make such changes in the Option
Price, in addition to those required by this Section 5, as it in its discretion
shall determine to be advisable in order that any dividend or distribution in
shares of Common Stock, subdivision, reclassification or combination of shares
of Common Stock, issuance of rights or warrants to purchase Common Stock or
distribution of shares of stock other than Common Stock, evidences of
indebtedness or assets (other than distributions in cash out of retained
earnings) referred to hereinabove in this Section 5, hereafter made by the
Company to the Optionee shall not be taxable to the Optionee.
(j) Whenever the Option Price is adjusted, as herein provided, the Company
shall promptly cause a notice setting forth the adjusted Option Price and
adjusted number of shares issuable upon conversion of each dollar of principal
of this Option to be mailed to the Optionee. The certificate setting forth the
computation shall be signed by the chief financial officer or other appropriate
officer of the Company.
(k) In the event that at any time, as a result of any adjustment made
pursuant to this Section 5, the Optionee thereafter shall become entitled to
receive any shares of the Company, other than Common Stock, the number of such
other shares so receivable upon conversion of any dollar of principal of this
Option shall be subject to adjustment from time to time in a manner and on terms
as nearly equivalent as practicable to the provisions with respect to the Common
Stock contained in subparagraphs (a) to (g) of this Section 5 inclusive, above.
4
<PAGE>
(l) For the purposes of this Section 5, the term "Fair Market Value" shall
mean the fair market value as reasonably established in good faith by the Board
of Directors of the Company, whose determination shall be described in a
certified Board resolution.
6. General
(a) The Company will have the right to withhold from any exercise of the
Option, transfer of Common Stock or payment made to the Optionee or to any
person hereunder, whether such payment is to be made in cash or in Common Stock,
all applicable federal, state, city or other taxes as shall be required, in the
determination of the Company, pursuant to any statute or governmental regulation
or ruling. In connection with such withholding, the Company reserves the right,
where necessary, to deliver to the person entitled to receive Common Stock only
the number of whole shares remaining after the withholding has been
accomplished, or it may make such other arrangements with the person entitled to
receive such payment as it may deem appropriate.
(b) The Company shall not be required to issue or deliver any certificates
for Option Shares purchased upon exercise of the Option unless counsel for the
Company shall advise that such issuance shall not violate any applicable
securities laws or regulations. The Optionee acknowledges that Common Stock
issuable upon exercise of the Option is subject to applicable United States
securities laws with respect to the resale thereof. Unless the resale of the
Option Shares has been registered pursuant to a Registration Statement on Form
S-8, certificates representing the Option Shares shall bear the following
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE, PLEDGE,
ENCUMBRANCE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE
UNLESS A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES
HAS BECOME EFFECTIVE UNDER THE ACT OR WINDSWEPT ENVIRONMENTAL
GROUP, INC. (THE "COMPANY") IS FURNISHED WITH AN OPINION OF
APPROVED COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
(c) Notwithstanding any other provision of this Agreement, in no event
shall the Option be exercisable in whole or in part after the expiration of the
term of the Option.
(d) Nothing in this Agreement shall be deemed to limit, in any way, the
right of the Company to terminate the Optionee's employment with the Company.
(e) Any notice, consent or other communication under this Agreement shall
be in writing and shall be delivered personally or mailed by registered or
certified mail, postage prepaid. Any such notice shall be deemed given and
effective when so delivered personally or, if mailed, when actually received or
presented for delivery to the following addressee during normal business hours
if such presentation shall be refused for any reason, at the following addresses
(or at such other address as a party may specify by notice in accordance with
the provisions hereof to the other):
If to the Optionee, at:
Michael O'Reilly
35 Tuthill Pt. Road
East Moriches, New York 11940
5
<PAGE>
If to the Company, at:
Windswept Environmental Group, Inc.
100 Sweeneydale Ave.
Bay Shore, New York 11706
(f) This Agreement may be executed in counterparts, each of which shall
constitute one and the same instrument.
(g) The section headings herein are for convenience only and shall not
affect the construction hereof.
(h) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/ Anthony Towell
----------------------------------
Name: Anthony Towell
Title: Secretary
ACCEPTED BY:
/s/ Michael O'Reilly
- -----------------------------
Michael O'Reilly
6
STOCK OPTION AGREEMENT
STOCK OPTION AGREEMENT, dated as of October 29, 1999 between Windswept
Environmental Group, Inc., a Delaware corporation (the "Company"), and Michael
O'Reilly (the "Optionee").
WHEREAS, pursuant to a Subscription Agreement dated the date hereof, (the
"Subscription Agreement"), Spotless Plastics (USA) Inc., a Delaware corporation
("Spotless"), has purchased 22,284,683 shares of common stock of the Company,
par value $0.0001 per share (the "Common Stock"), and 9,346 shares of Series B
Preferred Stock of the Company, par value $.01 per share (the "Series B
Preferred Stock");
WHEREAS, in connection with the execution and delivery of the Subscription
Agreement, Spotless has advanced to the Company the sum of $2,000,000 pursuant
to the terms of a Convertible Note (the "Convertible Note"), which is
convertible into 25,304,352 shares of Common Stock or, subject to the terms and
conditions thereof, 25,305 shares of Series B Preferred Stock;
WHEREAS, in connection with the execution and delivery of the Subscription
Agreement, the Company and the Optionee have entered into an Employment
Agreement dated the date hereof (the "Employment Agreement") and a Stock Option
Agreement, pursuant to which the Optionee has been granted options to purchase
2,674,714 shares of Common Stock; and
WHEREAS, in connection with the execution and delivery of the Employment
Agreement, the Company and the Optionee have agreed to the award of an option to
purchase shares of Common Stock on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the foregoing and the mutual promises
and agreements hereinafter set forth, the Company and the Optionee agree as
follows:
1. Grant of Option
The Company hereby grants to the Optionee the right and option (the
"Option") to purchase from the Company, on the terms and conditions set forth
herein, 2,811,595 shares of Common Stock (the "Option Shares"). The Option shall
vest and become exercisable in accordance with paragraph 3 below and shall
terminate on October 1, 2009 if not sooner exercised.
2. Option Price
The price at which the Option Shares may be purchased upon exercise of the
Option shall be $0.07904 ("Option Price").
3. Vesting
The Option shall vest on the seventh anniversary of the date hereof;
provided, however, that the Option shall vest and be exercisable if and to the
extent that the Convertible Note has been converted into either shares of Common
Stock or Series B Preferred or exchanged for shares of capital stock of the
Company or any other entity. In the event that the Convertible Note is converted
in part, the Option shall be vested and exercisable only in proportion to the
amount of the Convertible Note so converted.
4. Method of Exercising Option
a. The Option may be exercised only upon receipt of written
notice of exercise by the Secretary of
<PAGE>
the Company (the "Secretary") specifying that the Option is being
exercised and the total number of Option Shares to be purchased. Such
notice shall be accompanied by payment in cash of the relevant portion
of the Option Price for the number of Option Shares purchased, and
such exercise shall be effective on the date upon which the Secretary
receives such written notice and payment. The Company shall, within
three (3) business days following receipt of the purchase price for
the number of Option Shares purchased, give instructions to its
transfer agent to issue certificates representing the Option Shares.
b. The Option may be so exercised during the Optionee's lifetime
only by the Optionee, in the event of the death of the Optionee, the
Option shall be exercisable by his estate or personal representative
within a period not to exceed twelve (12) months following the death
of the Optionee. The Option, rights and privileges conferred by this
Agreement shall not be transferred, assigned, pledged or hypothecated
in any way (whether by operation of law or otherwise), other than by
the laws of descent and distribution, and shall not be subject to
execution, attachment or similar process.
c. No person shall not have any rights or privileges of a
shareholder of the Company in respect of any of the Option Shares
issuable upon exercise of the Option unless and until certificates
representing such Option Shares shall have been issued and delivered.
d. If requested by the Company and if the Option Shares have not
been registered under the Securities Act of 1933, as amended, the
Optionee (or his beneficiary or estate in the death of the Optionee)
shall provide a written representation that the Option Shares to be
acquired upon any exercise of the Option are for investment only and
not for resale or with a view to the distribution thereof. The Company
shall register its sale of the Option Shares pursuant to a
Registration Statement on Form S-8 within ninety (90) days following
the date hereof and comply with all other requirements of the federal
securities laws to enable the Option Shares to be freely tradable upon
exercise of the Option by the Optionee.
5. General
a. The Company will have the right to withhold from any exercise
of the Option, transfer of Common Stock or payment made to the
Optionee or to any person hereunder, whether such payment is to be
made in cash or in Common Stock, all applicable federal, state, city
or other taxes as shall be required, in the determination of the
Company, pursuant to any statute or governmental regulation or ruling.
In connection with such withholding, the Company reserves the right,
where necessary, to deliver to the person entitled to receive Common
Stock only the number of whole shares remaining after the withholding
has been accomplished, or it may make such other arrangements with the
person entitled to receive such payment as it may deem appropriate.
b. The Company shall not be required to issue or deliver any
certificates for Option Shares purchased upon exercise of the Option
unless counsel for the Company shall advise that such issuance shall
not violate any applicable securities laws or regulations. The
Optionee acknowledges that Common Stock issuable upon exercise of the
Option is subject to applicable United States securities laws with
respect to the resale thereof. Unless the resale of the Option Shares
has been registered pursuant to a Registration Statement on Form S-8,
certificates representing the Option Shares shall bear the following
legend:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
OR THE SECURITIES LAWS OF ANY STATE. NO TRANSFER, SALE, PLEDGE,
ENCUMBRANCE OR OTHER DISPOSITION OF SUCH SECURITIES MAY BE MADE
2
<PAGE>
UNLESS A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES HAS
BECOME EFFECTIVE UNDER THE ACT OR WINDSWEPT ENVIRONMENTAL GROUP, INC.
(THE "COMPANY") IS FURNISHED WITH AN OPINION OF APPROVED COUNSEL
SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
c. Notwithstanding any other provision of this Agreement, in no
event shall the Option be exercisable in whole or in part after (i)
the expiration of the term of the Option, (ii) the termination by the
Company of the employment of the Optionee for Cause (as that term is
defined in the Employment Agreement) or (iii) the termination by the
Optionee of his employment for any reason other than by Resignation
for Good Reason.
d. Nothing in this Agreement shall be deemed to limit, in any
way, the right of the Company to terminate the Optionee's employment
with the Company.
e. Any notice, consent or other communication under this
Agreement shall be in writing and shall be delivered personally or
mailed by registered or certified mail, postage prepaid. Any such
notice shall be deemed given and effective when so delivered
personally or, if mailed, when actually received or presented for
delivery to the following addressee during normal business hours if
such presentation shall be refused for any reason, at the following
addresses (or at such other address as a party may specify by notice
in accordance with the provisions hereof to the other):
If to the Optionee, at:
Michael O'Reilly
35 Tuthill Pt. Road
East Moriches, New York 11940
If to the Company, at:
Windswept Environmental Group, Inc.
100 Sweeneydale Ave.
Bay Shore, New York 11706
f. This Agreement may be executed in counterparts, each of which
shall constitute one and the same instrument.
g. The section headings herein are for convenience only and shall
not affect the construction hereof.
h. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.
WINDSWEPT ENVIRONMENTAL GROUP, INC.
By: /s/Anthony Towell
---------------------------------
Name: Anthony Towell
Title: Secretary
ACCEPTED BY:
/s/ Michael O'Reilly
- -------------------------
Michael O'Reilly
3
