-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WPpIvrXhS60uWl0/88znFo7J5Ms0ypqMPS2vdu/KvioKwVIRTbc8eDjVpV2dVWL+ Cc1BXTgJs66f+Q6JhsKlnw== 0001062993-06-003404.txt : 20061107 0001062993-06-003404.hdr.sgml : 20061107 20061107151510 ACCESSION NUMBER: 0001062993-06-003404 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20061102 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061107 DATE AS OF CHANGE: 20061107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORD RESOURCES CORP CENTRAL INDEX KEY: 0000072316 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 850212139 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08733 FILM NUMBER: 061193696 BUSINESS ADDRESS: STREET 1: 1 WEST WETMORE ROAD, SUITE 203 CITY: TUCSON STATE: AZ ZIP: 85705 BUSINESS PHONE: 520-292-0266 MAIL ADDRESS: STREET 1: 1 WEST WETMORE ROAD, SUITE 203 CITY: TUCSON STATE: AZ ZIP: 85705 8-K 1 form8k.htm CURRENT REPORT Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Form 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 2, 2006
Date of Report (Date of earliest event reported)

NORD RESOURCES CORPORATION
(Exact name of registrant as specified in its charter)

DELAWARE 0-26407 85-0212139
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)    

1 West Wetmore Road, Suite 203  
Tucson, Arizona 85705
(Address of principal executive offices) (Zip Code)

520-292-0266
Registrant's telephone number, including area code

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


TABLE OF CONTENTS

Item Description
1.01 Entry Into a Material Definitive Agreement
9.01 Financial Statements and Exhibits

2.


SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 Entry Into a Material Definitive Agreement

Nord Resources Corporation (“Nord”) has entered into letter agreements dated for reference November 2, 2006, pursuant to which each of the following executive officers (each, an “Executive”) of Nord will be entitled to receive a cash bonus payment of Three Hundred Thousand Dollars ($300,000):

Name Title
Ron A. Hirsch Chairman
Erland A. Anderson President and Chief Executive Officer
John T. Perry Senior Vice President, Secretary, Treasurer and Chief Financial Officer

In light of Nord’s current cash situation, each bonus has been awarded on terms whereby it will be accrued and will be payable when Nord has sufficient funds to make the payment, as shall be determined in the sole discretion of Nord’s Board of Directors. Each Executive has agreed to indemnify, defend and save harmless Nord, any successor corporation to Nord, and their respective officers and directors, against liability for any payroll, income or other taxes that Nord might otherwise be required to withhold, remit or pay in respect of such bonus payments in excess of the taxes that Nord withholds based on its good faith judgment of the amount that is required to be withheld and excluding taxes that are Nord’s responsibility to pay without withholding (i.e., the employer’s portion of employment taxes).

The bonuses were authorized by the Board of Directors at a directors’ meeting held on October 16, 2006 in recognition of the key role and significant efforts made by each Executive in return for little or no cash remuneration over the course of the past year to:

  • bring the Nord back into compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended, after a lapse in reporting of approximately six years;

  • address and settle a myriad of outstanding issues with various creditors, litigants, the Arizona Department of Environmental Quality and other third parties;

  • secure bridge financing for Nord, thereby preserving the assets for the benefit of Nord’s stockholders; and

  • generally position Nord to seek additional financing or as an attractive takeover target.

3.


SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  NORD RESOURCES CORPORATION
     
     
  By:  
DATE: November 7, 2006   /s/ John T. Perry
    John T. Perry
    Chief Financial Officer

4.


EX-10.1 2 exhibit10-1.htm LETTER AGREEMENT DATED NOVEMBER 2, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 10.1


November 2, 2006

Ronald A. Hirsch
668 North Coast Highway #171
Laguna Beach, California 92651

Re: Performance Bonus

As a Director, I am pleased to inform you that the Board of Directors has recognized the key role and significant efforts made by you in return for little or no cash remuneration over the course of the past year to:

  • bring the Nord Resources Corporation (“Nord”) back into compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended, after a lapse in reporting of approximately six years;

  • address and settle a myriad of outstanding issues with various creditors, litigants, the Arizona Department of Environmental Quality and other third parties;

  • secure bridge financing for Nord, thereby preserving the assets for the benefit of Nord’s stockholders; and

  • generally position Nord to seek additional financing or as an attractive takeover target.

The Board of Directors has observed that Nord’s management team accomplished these milestones by the end of the quarterly period ended September 30, 2006.

In light of the foregoing, on October 16, 2006, the Board of Directors resolved to award you a performance bonus of Three Hundred Thousand Dollars ($300,000). In light of Nord’s current cash situation, however, your bonus has been awarded to you on terms whereby it will be accrued and will be payable when Nord has sufficient funds to make the payments, as shall be determined in the sole discretion of the Board of Directors. Further, the bonus will be paid to you only on condition that you shall indemnify, defend and save harmless Nord, any successor corporation to NORD, and their respective officers and directors, against liability for any payroll, income or other taxes that NORD might otherwise be required to withhold, remit or pay in respect of such bonus payments (the “Taxes”) in excess of the taxes that Nord withholds based on its good faith judgment of the amount that is required to be withheld and excluding taxes that are Nord’s responsibility to pay without withholding (i.e., the employer’s portion of employment taxes).


Accordingly, in consideration and as a condition of your bonus grant, please sign and return the enclosed duplicate copy of this letter to confirm your agreement as follows:

1.

Effective upon receipt by you of all or any portion of the performance bonus (subject to withholding), you will indemnify, defend, and hold harmless Nord and any successor corporation to Nord (a “Successor”), and their respective directors and officers (each, including Nord and any Successor, an “Indemnified Party”) for, from, and against any and all manner of action and actions, causes of action, claims, demands, debts, reimbursements, accounts, judgments, liabilities, costs, expenses and damages, in respect of Taxes, whether presently known or unknown, suspected or unsuspected, or primary or derivative, to which any Indemnified Party may become subject under applicable law or otherwise.

   
2.

Nord will promptly deliver to you written notice setting forth in reasonable detail the nature and amount of the claim for indemnification made by an Indemnified Party under this letter agreement.

   
3.

This letter agreement will be governed by and construed in accordance with the laws of the State of Arizona without regard to the principles of conflicts of laws of the State of Arizona.

   
4.

This letter automatically will be assigned to, and inure to the benefit of, any Successor (whether through merger, consolidation or otherwise) without your consent.

   
5.

This letter agreement may be executed in one or more counterparts, which, when taken together, shall constitute a single agreement.

   
6.

Delivery of an executed copy of this letter agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this letter agreement as of the date first above written.

Congratulations, and thank you for a job well done.

NORD RESOURCES CORPORATION

By:

/s/ Douglas P. Hamilton

Doug Hamilton, Director


Accepted and agreed to as of the date first written above.

Executed and delivered by Ron A. Hirsch, in )  
the presence of: )  
  )  
/s/ Alene Berman )  
Witness (Signature) ) By: /s/ Ron A. Hirsch
  ) Ron A. Hirsch
Alene Berman )  
Name (please print) )  


EX-10.2 3 exhibit10-2.htm LETTER AGREEMENT DATED NOVEMBER 2, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 10.2

November 2, 2006

Erland A. Anderson
9947 North Calle Solano
Tucson, Arizona 85737

Re: Performance Bonus

As a Director, I am pleased to inform you that the Board of Directors has recognized the key role and significant efforts made by you in return for little or no cash remuneration over the course of the past year to:

  • bring the Nord Resources Corporation (“Nord”) back into compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended, after a lapse in reporting of approximately six years;

  • address and settle a myriad of outstanding issues with various creditors, litigants, the Arizona Department of Environmental Quality and other third parties;

  • secure bridge financing for Nord, thereby preserving the assets for the benefit of Nord’s stockholders; and

  • generally position Nord to seek additional financing or as an attractive takeover target.

The Board of Directors has observed that Nord’s management team accomplished these milestones by the end of the quarterly period ended September 30, 2006.

In light of the foregoing, on October 16, 2006, the Board of Directors resolved to award you a performance bonus of Three Hundred Thousand Dollars ($300,000). In light of Nord’s current cash situation, however, your bonus has been awarded to you on terms whereby it will be accrued and will be payable when Nord has sufficient funds to make the payments, as shall be determined in the sole discretion of the Board of Directors. Further, the bonus will be paid to you only on condition that you shall indemnify, defend and save harmless Nord, any successor corporation to NORD, and their respective officers and directors, against liability for any payroll, income or other taxes that NORD might otherwise be required to withhold, remit or pay in respect of such bonus payments (the “Taxes”) in excess of the taxes that Nord withholds based on its good faith judgment of the amount that is required to be withheld and excluding taxes that are Nord’s responsibility to pay without withholding (i.e., the employer’s portion of employment taxes).


Accordingly, in consideration and as a condition of your bonus grant, please sign and return the enclosed duplicate copy of this letter to confirm your agreement as follows:

1.

Effective upon receipt by you of all or any portion of the performance bonus (subject to withholding), you will indemnify, defend, and hold harmless Nord and any successor corporation to Nord (a “Successor”), and their respective directors and officers (each, including Nord and any Successor, an “Indemnified Party”) for, from, and against any and all manner of action and actions, causes of action, claims, demands, debts, reimbursements, accounts, judgments, liabilities, costs, expenses and damages, in respect of Taxes, whether presently known or unknown, suspected or unsuspected, or primary or derivative, to which any Indemnified Party may become subject under applicable law or otherwise.

   
2.

Nord will promptly deliver to you written notice setting forth in reasonable detail the nature and amount of the claim for indemnification made by an Indemnified Party under this letter agreement.

   
3.

This letter agreement will be governed by and construed in accordance with the laws of the State of Arizona without regard to the principles of conflicts of laws of the State of Arizona.

   
4.

This letter automatically will be assigned to, and inure to the benefit of, any Successor (whether through merger, consolidation or otherwise) without your consent.

   
5.

This letter agreement may be executed in one or more counterparts, which, when taken together, shall constitute a single agreement.

   
6.

Delivery of an executed copy of this letter agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this letter agreement as of the date first above written.

Congratulations, and thank you for a job well done.

NORD RESOURCES CORPORATION

By:

/s/ Douglas P. Hamilton

Doug Hamilton, Director


Accepted and agreed to as of the date first written above.

Executed and delivered by Erland A. )  
Anderson, in the presence of: )  
  )  
/s/ Christian P. Guy )  
Witness (Signature) ) By: /s/ Erland A. Anderson
  ) Erland A. Anderson
Christian P. Guy )  
Name (please print) )  


EX-10.3 4 exhibit10-3.htm LETTER AGREEMENT DATED NOVEMBER 2, 2006 Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 10.3

November 2, 2006

John T. Perry
6740 North Columbus
Tucson, Arizona 85718

Re: Performance Bonus

As a Director, I am pleased to inform you that the Board of Directors has recognized the key role and significant efforts made by you in return for little or no cash remuneration over the course of the past year to:

  • bring the Nord Resources Corporation (“Nord”) back into compliance with its reporting obligations under the Securities Exchange Act of 1934, as amended, after a lapse in reporting of approximately six years;

  • address and settle a myriad of outstanding issues with various creditors, litigants, the Arizona Department of Environmental Quality and other third parties;

  • secure bridge financing for Nord, thereby preserving the assets for the benefit of Nord’s stockholders; and

  • generally position Nord to seek additional financing or as an attractive takeover target.

The Board of Directors has observed that Nord’s management team accomplished these milestones by the end of the quarterly period ended September 30, 2006.

In light of the foregoing, on October 16, 2006, the Board of Directors resolved to award you a performance bonus of Three Hundred Thousand Dollars ($300,000). In light of Nord’s current cash situation, however, your bonus has been awarded to you on terms whereby it will be accrued and will be payable when Nord has sufficient funds to make the payments, as shall be determined in the sole discretion of the Board of Directors. Further, the bonus will be paid to you only on condition that you shall indemnify, defend and save harmless Nord, any successor corporation to NORD, and their respective officers and directors, against liability for any payroll, income or other taxes that NORD might otherwise be required to withhold, remit or pay in respect of such bonus payments (the “Taxes”) in excess of the taxes that Nord withholds based on its good faith judgment of the amount that is required to be withheld and excluding taxes that are Nord’s responsibility to pay without withholding (i.e., the employer’s portion of employment taxes).


Accordingly, in consideration and as a condition of your bonus grant, please sign and return the enclosed duplicate copy of this letter to confirm your agreement as follows:

1.

Effective upon receipt by you of all or any portion of the performance bonus (subject to withholding), you will indemnify, defend, and hold harmless Nord and any successor corporation to Nord (a “Successor”), and their respective directors and officers (each, including Nord and any Successor, an “Indemnified Party”) for, from, and against any and all manner of action and actions, causes of action, claims, demands, debts, reimbursements, accounts, judgments, liabilities, costs, expenses and damages, in respect of Taxes, whether presently known or unknown, suspected or unsuspected, or primary or derivative, to which any Indemnified Party may become subject under applicable law or otherwise.

   
2.

Nord will promptly deliver to you written notice setting forth in reasonable detail the nature and amount of the claim for indemnification made by an Indemnified Party under this letter agreement.

   
3.

This letter agreement will be governed by and construed in accordance with the laws of the State of Arizona without regard to the principles of conflicts of laws of the State of Arizona.

   
4.

This letter automatically will be assigned to, and inure to the benefit of, any Successor (whether through merger, consolidation or otherwise) without your consent.

   
5.

This letter agreement may be executed in one or more counterparts, which, when taken together, shall constitute a single agreement.

   
6.

Delivery of an executed copy of this letter agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this letter agreement as of the date first above written.

Congratulations, and thank you for a job well done.

NORD RESOURCES CORPORATION

By:

/s/ Douglas P. Hamilton

Doug Hamilton, Director


Accepted and agreed to as of the date first written above.

Executed and delivered by John T. Perry, in )  
the presence of: )  
  )  
/s/ Christian Paul Guy )  
Witness (Signature) ) By: /s/ John T. Perry
  ) John T. Perry
Christian Paul Guy )  
Name (please print) )  


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