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HomeMy WebLinkAbout04-1384JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA No. 7q-15 CIVIL ACTION- LAW JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim or relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 800/990-9108 301681-1 JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION- LAW JURY TRIAL DEMANDED AVISO USTED HA S1DO DEMANDADO/A EN CORTE. Si usted desea defenderse de las demandas que se presentan m~is adelante en las siguientes pfiginas, debe tomar acci6n dentro de los pr6ximos veinte (20) dias despu~s de la notificaci6n de esta Demanda y Aviso radicando personalmente o por medio de tm abogado una comparecencia escrita y radicando en la Corte por escrito sus defensas de, y objecciones a, las demandas presentadas aqul en contra suya. Se le advierte de que si usted falla de tomar acci6n como se describe anteriorrnente, el caso puede proceder sin usted y un fallo por cualquier suma de dinero reclamada en la demanda o cualquier otra reclamaci6n o remedio solicitado por el demandante puede ser dictado en contra suya por la Corte sin mas aviso adicional. Usted puede perder dinero o propiedad u otros derechos importantes para usted. USTED DEBE LLEVAR ESTE DOCUMENTO A SU ABOGADO INMEDIATAMENTE. SI USTED NO TIENE UN ABOGADO, LLAME O VAYA A LA SIGUIENTE OFIC1NA. ESTA OFICINA PUEDE PROVEERLE INFORMACION A CERCA DE COMO CONSEGUIR U'N ABOGADO. SI USTED NO PUEDE PAGAR POR LOS SERVICIOS DE UN ABOGADO, ES POS1BLE QUE ESTA OFICINA LE PUEDA PROVEER INFORMACION SOBRE AGENCIAS QUE OFREZCAN SERVICIOS LEGALES SIN CARGO O BAJO COSTO A PERSONAS QUE CUALIFICAN. Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 800/990-9108 301681-1 JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA : : CWIL ACTION- LAW : : JURY TRIAL DEMANDED COMPLAINT AND NOW COMES Plaintiffs, James M. McNally ("James McNally") and Kevin C. McNally ("Kevin McNally") by and through their attorneys, Metzger Wickersham Knauss & Erb, P.C., and flies the within Complaint and in support thereof state the following: 1. Plaintiff James McNally is an adult individual who resides at 1016 Cranes Gap Road, Carlisle, Cumberland County, Pennsylvania 17013. 2. Plaintiff Kevin McNally is an adult individual who resides at 3l 13 Birchwood Drive, Allentown, Lehigh County, Pennsylvania 18103. 3. Defendant, Central Ink Corporation ("Central Ink"), is, upon information and belief, an Illinois corporation with a principal place of business located at 1100 North Harvester Road, West Chicago, Illinois 60185. 4. Central Ink is not registered to do business as a foreign corporation in the Commonwealth of Pennsylvania. 5. From November 8, 1999 through March 11, 2004, James McNally and Kevin McNally were employed by Central Ink pursuant to their respective Employment and 301681-1 Nondisclosure and Noncompetition Agreements ("Agreement"), true and correct copies of which are attached hereto as Exhibit "A" for James McNally and Exhibit "B" for Kevin McNally. 6. Kevin McNally's Agreement is dated November 8, 1999 and James McNally's Agreement is dated December I, 1999, reflecting their respective starting date of employment with Central Ink. 7. At all relevant times hereto, James McNally's position with Central Ink was first as a Branch Manager, then as the Eastern Region Sales Manager and Kevin McNally's position with Central Ink was as National Accounts Manager. 8. James McNally and Kevin McNally, while working as employees of Central Ink, had their primary work office at the following location: 15 Roadway Drive, Carlisle, Cumberland County, Pennsylvania 17013. 9. Both James McNally and Kevin McNally, pursuant to their respective Agreements were to receive a base salary pursuant to paragraph 4.1 and commissions pursuant to paragraph 4.4 of the Agreement. 10. On or about May 17, 2000, Kevin McNally and James McNally were provided with a document, a true and correct copy of which is attached hereto as Exhibit "C" which describes their respective commissions and is entitled "Bonus Structure" ("Bonus Structure"). 11. On June 6, 2000, Exhibit "C" was modified to include an additional commission and bonus based upon branch net income dollars above one million dollars, at 10% of such amount. 12. On or about December 4, 2000, James McNally received from Richard Breen ("Mr. Breen"), President and Chief Executive Officer of Central Ink, a confidential memorandum regarding the branch bonus program, confirming the Bonus Structure as set forth 301681-1 in Exhibit "C". A true and correct copy of this December 4, 2000 confidential memorandum is attached hereto as Exhibit "D". 13. Following the end of their first full year of employment, the calendar year 2000, Central Ink provided to James McNally and Kevin McNally a breakdown of the 2000 activity and the bonus/commission calculations thereunder on or about March 1, 2001, which shows the June 6, 2000 modification as well. A true and correct copy of this document is attached hereto as Exhibit "E". 14. James McNally, as the Branch Manager for the Eastern Reg/on (headquartered in Cumberland County as set forth above, hereinafter the "Branch") was provided with monthly Branch financial statements from which commission/bonus calculations could be made. 15. Beginning in 2001, James McNally and Kevin McNally began to question the bonus/commission calculations, believing that they were not calculated in accord with the Bonus Structure as identified in Exhibit "E". 16. The last monthly statement provided to James McNally was for November, 2003. 17. As of November, 2003, the net income for the Branch for 2003 was $1,304,088.00, which would yield a bonus payment for Branch employees (including James McNally and Kevin McNally) of $330,408.80, pursuant to the Bonus Structure. 18. It is believed, and therefore averred, that the bonus/commission calculations for James McNally and Kevin McNally for the calendar years 2001 and 2002 were made improperly and James McNally and Kevin McNally did not receive the full amount of their bonus/commissions consistent with their Agreement and Bonus Structure with Central Ink. 19. Pursuant to James McNally's and Kevin McNally's respective Agreements and Bonus Structure, the bonus/commission is due to be paid in February of the following year. 301681-I 20. By February 29, 2004, neither James McNally nor Kevin McNally were paid their 2003 bonus/conmfission. 21. No Branch financial statement has been provided for December, 2003 to either James McNally or Kevin McNally. 22. On March I, 2004, James McNally and Kevin McNally submitted letters of resignation ("Notice of Resignation") with the appropriate and required 30 day notice, pursuant to their Agreement, to Central Ink. A true and correct copy of James McNally's Notice of Resignation is attached hereto as Exhibit "F" and a true and correct copy of Kevin McNally's Notice of Resignation is attached hereto as Exhibit "G". The Notices of Resignation were provided to Central Ink in the following manner: via fax, electronic mail and first class mail. 23. Kevin McNally's and James McNally's effective date of resignation was to have been March 31, 2004, pursuant to their Notices of Resignation. 24. James McNally's and Kevin McNally's respective Agreements, pursuant to paragraph 6.2, Voluntary Termination by Employee, obligate Central Ink to pay them accrued salary through their date of resignation. 25. On or about March 5, 2004, Gregg Dahleen, Vice President of Sales and Marketing, contacted James McNally and asked that both James McNally and Kevin McNally remain with Central Ink and offered them increased salaries but also requested that James McNally and Kevin McNally forego their 2003 bonus because "Central Ink had a disastrous financial year in 2003." 26. In response to the Notices of Resignation submitted by James McNally and Kevin McNally, Mr. Breen responded with letters of term/nation to Kevin McNally dated March 8, 2004, a true and correct copy of which is attached hereto as Exhibit "H" and to James McNally 301681-1 dated March 11, 2004, a true and correct copy of which is attached hereto as Exhibit 'T', invoking the Employer termination provisions under their respective Agreements, pursuant to Section 6.1, and prematurely terminating Kevin McNally and James McNally before their date of resignation. 27. By letter dated March 22, 2004, from Jeff Ryder, Vice President of Finance, Central Ink, directed to Kevin McNally, Central Ink determined that Kevin McNally was only eligible for salary and pay through March 9, 2004, in direct violation of Section 6.1 and Section 6.2 ofKevin McNally's Agreement which requires Central Ink to pay for accrued salary through the date of resignation. A true and correct copy of said March 22, 2004 letter, is attached hereto as Exhibit "J". 28. Neither James McNally nor Kevin McNally have been paid for their 2003 commission/bonus. 29. Upon information and belief, Central Ink sent letters to Central Ink's competitors, advising said competitors that "several key sales personnel had left Central Ink and these people have noncompete contracts with Central Ink." Upon information and belief, since no other sales personnel had recently left Central Ink, it is believed and therefore averred that said letters were specifically directed at James McNally and Kevin McNally. 30. The Bonus Structure was in full force and effect as of March 1, 2004, the date on which James McNally and Kevin McNally submitted Notices of Resignation to be effective March 31, 2004 and said Bonus Structure was never modified prior to the date of resignation. 301681-1 COUNT I - BREACH OF CONTRACT JAMES M. MCNALLY v. CENTRAL INK CORPORATION 31. The averments of paragraphs 1-30 are incorporated herein by reference as if more fully set forth herein, 32. Central Ink has breached its Employment and Nondisclosure and Noncompetition Agreement with James McNally as follows: a. By ~nappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2001; b. By inappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2002; c. By inappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2003; d. By failing to pay the 2003 commission/bonus timely in February, 2004; e. By failing to pay James McNally his base salary through the effective date of resignation, March 3 I, 2004. WHEREFORE, Plaintiff, James McNally demands judgment in his favor against the Defendant, Central lnk Corporation, for damages as a result of the breach of contract, in an amount which exceeds the limit of compulsory arbitration in Cumberland County, Pennsylvania, plus costs, interest, reasonable attorneys' fees and other just relief that the Court deems appropriate. 301681-1 COUNT II - BREACH OF CONTRACT KEVIN C. MCNALLY v. CENTRAL INK CORPORATION 33. Thc averments of paragraphs 1-30 are incorporated herein by reference as if more fully set forth herein. 34. Central Ink has breached its Employment and Nondisclosure and Noncompetition Agreement with Kevin McNally as follows: a. By inappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2001; b. By inappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2002; c. By inappropriately calculating and failing to pay a proper commission/bonus for the calendar year 2003; d. By failing to pay the 2003 commission/bonus timely in February, 2004; e. By failing to pay Kevin McNally his base salary through the effective date of resignation, March 31, 2004. WHEREFORE, Plaintiff, Kevin McNally demands judgment in his favor against the Defendant, Central Ink Corporation, for damages as a result of the breach of contract, in an amount which exceeds the limit of compulsory arbitration in Cumberland County, Pennsylvania, plus costs, interest, reasonable attorneys' fees and other just relief that the Court deems appropriate. 301681-1 COUNT III - VIOLATION OF PENNSYLVANIA WAGE PAYMENT AND COLLECTION LAW JAMES M. MCNALLY v. CENTRAL INK CORPORATION 35. The averments of paragraphs 1-30 are incorporated herein by reference as if more fully set forth herein. 36. Central Ink's failure to pay James McNally his base salary and accrncd benefits through March 31, 2004 is a violation of Pennsylvania's Wage Payment and Collection Law. 37. Central Ink's failure to pay James McNally his 2003 bonus/commission is a violation of Pennsylvania's Wage Payment and Collection Law. WHEREFORE, James McNally demands judgment in his favor against the Defendant, Central Ink Corporatiot~, in an amount which exceeds thc limit of compulsory arbitration in Cumberland County, Pennsylvania, plus costs, interest, reasonable attorneys' fees and other just relief that thc Court deems appropriate. COUNT IV - VIOLATION OF PENNSYLVANIA WAGE PAYMENT AND COLLECTION LAW KEVIN C. MCNALLY v. CENTRAL INK CORPORATION 38. The averments of paragraphs 1-30 are incorporated herein by reference as if more fully set forth herein. 39. Central Ink's failure to pay Kevin McNally his base salary and accrued benefits through March 31, 2004 is a violation of Pennsylvania's Wage Payment and Collection Law. 40. Central Ink's failure to pay Kevin McNally his 2003 bonus/commission is a violation of Pennsylvania's Wage Payment and Collection Law. WI-IEREFORE, Kevin McNally demands judgment in his favor against the Defendant, Central Ink Corporation, in an amount which exceeds the limit of compulsory arbitration in 301681-1 Cmnberland County, Pennsylvania, plus costs, interest, reasonable attorneys' fees and other just relief that the Court deems appropriate. COUNT V- ACTION FOR DECLARATORY JUDGMENT AS ANCILLARY RELIEF PURSUANT TO PA R.C.P. 1602 JAMES M. MCNALLY v. CENTRAL INK CORPORATION 41. The averments of paragraphs l~32 and 35-37 are incorporated herein by reference as if more fully set forth herein. 42. James McNally's Agreement contains provisions in paragraph 5 which prohibits certain disclosures and prohibits James McNally from engaging in competition with Central Ink, after his employment has ended ("Nondisclosure and Noncompetition"). 43. At the outset of the employment relationship between James McNally and Central Ink, James McNally received no separate compensation or unique consideration for the Nondisclosure and Noncompetition. 44. The Nondisclosure and Noncompetition provisions of the Agreement are unenforceable as a matter of law. 45. The Nondisclosure and Noncompetition provisions of the Agreement are unduly onerous and should not be enforced against James McNally. 46. Due to Central Ink's breach of the Agreement, as more specifically set forth above, the Nondisclosure and Noncompetition provisions should not be enforced against Jan~es McNally. WHEREFORE, Plaintiff, James McNally, requests that this Honorable Court declare that the provisions contained in paragraph 5, Nondisclosure and Noncompefition, of his December 1, 301681-I 1999 Employment and Nondisclosure and Noncompetition Agreement be declared invalid and unenforceable and to award him costs, reasonable attorneys' fees and other just relief that the Court deems appropriate. COUNT V1 - ACTION FOR DECLARATORY JUDGMENT AS ANCILLARY RELIEF PURSUANT TO PA R.C.P. 1602 KEVIN C. MCNALLY v. CENTRAL INK CORPORATION 47. The averments of paragraphs 1-30, 33-34 and 38-40 are incorporated herein by reference as if more fully set forth herein. 48. Kevin McNally's Agreement contains provisions in paragraph 5 which prohibits certain disclosures and prohibits Kevin McNally from engaging in competition with Central Ink ("Nondisclosure and Noncompetition"). 49. At the outset of the employment relationship between Kevin McNally and Central Ink, Kevin McNally received no separate compensation or unique consideration for the Nondisclosure and Noncompetition. 50. The Nondisclosure and Noncompetition provisions of the Agreement are unenforceable as a matter of law. 51. The Nondisclosure and Noncompetition provisions of the Agreement are unduly onerous and should not be enforced against Kevin McNally. 52. Due to Central Ink's breach of the Agreement, as more specifically set forth above, the Nondisclosure and Noncompetition provisions should not be enforced against Kevin McNally. WHEREFORE, Plaintiff, Kevin McNally, requests that this Honorable Court declare that the provisions contained in paragraph 5, Nondisclosure and Noncompetition, of his November 8, 301681-1 1999 Employment and Nondisclosure and Noncompetition Agreement be declared invalid and unenforceable and to award him costs, reasonable attorneys' fees and other just relief that the Court deems appropriate. METZGER WICKERSHAM KNAUSS & ERB, P.C. mc~e J. Warsh~wsky, Esquire Supreme Court I.D. # 58799 P. O. Box 5300 Harrisburg, PA 17110 (717) 238-8187 Attorney for Plaintiffs James M. McNally and Kevin C McNally 301681-1 VERIFICATION I, James M. McNally, verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. {}4904, relating to m~sworn t~alsification to authorities. Date: James M. McNally 301593-1 VERIFICATION I, Kevin C. McNally, verify that the statements made in the foregoing Complaint are true and correct to the best of my knowledge, information and belief. I understand that false statements heroin are made subject to the penalties of 18 Pa.C.S, §4904, relating to unsworn falsification to authorities. Date: Kevin C. McNally Exhibit A EMPLOYMENT AND NONDISCLOSURE AND NONCOMPETITION AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into as of the 1 st day of December, 1999~ by and between JAMES M. McNALLY, an individual ("Employee") and CENTRAL INK CORPORATION (hereafter referred to as "Employer") WHEREAS, Employer desires to employ Employee as a Branch Manager under the terms and conditions set forth in this Agreement and to prOtect its confident/al business information and other interests; and W3-~REAS, Employee is willing to provide services as a Branch Manger under those terms and conditions; and NOW, THEREFORE, in consideration of the above and other good and valuable consideration, the value and sufficiency of which is hereby acknowledged, the Parties mutually agree as follows: 1. Employment- Employer agrees to employ Employee as Branch Manager and Employee accepts employment by Employer commencing December 1, 1999, pursuant to the terms and conditions set forth in this Agreement. 2. Term. The term (the "Term") of the Employee's employment under this Agreement shall be a one year period commencing on the date written above and shall automatically renew for additional one year periods unless sooner terminated by the parties' written mutual a/~ee ~mm~t or pursuant to the provisions of Paragraph 6 hereof. 3. Duties. Within his role as Branch Manager, Employee shall be responsible for managing Employer's operations at its Pennsy)vania branch, and such other duties and locations as may be delegated or assigned by Employer. Employee will use his best efforts to promote the success of any and all operations of Employer. 4. Compensation. Annua[Salary. Employee shall receive a base salary ors 100,000.00 per year payable in accordance with the regular payroll practices of Employer. Employer shall deduct from that base salary all State and Federal taxes and other assessments required by law. Salary during renewal periods shall be as mutually agreed to by Employer and Employee. Bcr~e~tts. Subject to applicable Federal and State tax mgulafious, Employer shall provide Employee with health insurance, vacation and other fringe benefits offered by Employer on the same terms and conditions as other cmployees of Employe~, as such benefits my'be established or modified from time to time by Employcr. 4.3. Automobile Allowance. Employer shall pay to Employee a monthly car allowance of $550.00, payable in accordance with the regular payroll practices of Employer. Employer shall deduct from each payment all State and Federal taxes and other assessments required by law. In addition to the aforementioned automobile allowance, Employer sh~ll reimburse Employee for gas at $0.05 per mile. Employee shall promptly submit mileage reports for reimbursement. 4.4. Commission Pro~asJa. In addition to the base salary, Employee shall receive commission payments. Such payments shall be calculatad pursmmt to a commission program developed by Employer ha its sole discretion based on either a percentage of Employer's standard existing program or a Percentage of the net profits of the branch Employee will be man~'ng. 5. Non-Disclosure nnd Non-Competition. Employee recognizes and acknowledges that information obtained by him during the course of his association with Employer, including but not lhnited to its trade secrets, business and customers, is confidential information as defined hereir~ Employee timber agrees and acknowledges that Employer has taken certain precautions, such ~ this Agreement, to keep such information confidential. Employee acknowledges the substantial time and effort expended by Employer in establishing the long-standlng relationship it has with its customers and the valuable interest Employer possesses with respect to maintaining this relationship. Non-Disclosure. In consideration of the compensation to be paid to Employee while employed by Employer, Employee covenants that, during and after the termination of this Agreement (for whatever reason), either directly or indirectly, Employee shall not disclose or communicate to any person, firm, corporation or other entity, in any manner, any trade secret, proprietary or confidential information of Employer. "Confidential information" means and includes, but is not limited to, any and all of the following: trade secrets as defined by Illinois State statute and case law, technical or non-techuical data, formulae, patterns, compilations, devices, methods, techniques, drawings, processes, business plan~ and projections, customer lists and information and other data of a similar nature and description. 2 5.2, 5-3, NomCompetition. In fiuther consideration of the compensation to be paid to Employee while employed by Employer, Fanployee covenants that for the period commencing as of the date first above written and ending two (2) years after t~x~.itmti0n of e .~.,_lo_~o. ea~t occurring for any reason, Employee shall nOt within the follb~g states: Pennsy!vania, Alabama, Flo.rida, Georg/a, Kentrkcky, Maryland) New. York, North. Carolina, SSuth Carolina, Ohio, Tennessee; Virginia and West Virg/nia, ~lir~ctly or indirectly, by himself, or in conjunction with any person, firm, corporation or business) (a) solicit or call upon any customer of Employer for the purpose of soliciting said customer for services or products that Employer provides to the customer or th) own or have any interest directly or indirectly in, or act as an officer, director, employee, agent, r~presentative or consultant of, or assist in any way, any person~ firm, corporation or business entity which directly competes with Employer in terms of its products or services; provided that ownership of not more than 5% of the issues and outstanding shares ora class of securities ora corporation, the securities of which are traded on a national securities exchange or in the over-the-counter market shall not be deemed ownership of the issuer of such shares for the prmposes of this paragraph. Employee represents that his experience and capabilities are such that he can · obtain employment in a non-competitive area and that, in the event of termination of this Agreement, enforcement of this non-solicitation covenant by way of injunction will not hnpalr or prevent Employee from earning a liveiihood. Following his separation from employment with Employer for any reason, and during tho entire restrictive period set forth above, Employee shall promptly inform Employer of the identity and location of all subsequent employers of Employee. Employer and Employ~ mutually agree that the restrictions set forth above, including but not limited to the time period of r~striction and the g~ographical areas ofresh-iction set forth, are fair and reasonably required for the protection of the interests of Employ.er: In the event ~ha~ any ex,tm shall finally hold that the'time or g~ographical awas of restriction or any other provision star, el in this Agreement constitutes an unreasonable restriction against Employee, Employer and Employee expressly agree that the provisions of this Agr~mcnt shall not be r~ndered void but shall apply as to time and territory or to such other extent as such court may judicially determine or indicate constitutes a reasonable restriction under the circumstances involved. Rights and Remedies. The Parties to this Agreement stipulate that the information referred to in Section 5 of this Agreement is sufficiently sccI~t so that thc Employer derives economic value from the information remaining confidential and not being generally known ~o other persons who can obtain 3 economic value from its disclosure or use. The Parties fu~her stipulate that the matters covered in this Agreement are important, material, confidential, and gravely affect the successful conduct, business and good-will of the Employer. Employer and Employee agree that Employer may enforce this Agreement by seeking equitable and injunctive relief, as well as monetary damages, attorney's fees and costs of suit. 5.4. Survival. The terms and provisions of this Section 5, in their entirety, shall survive termination of this Agreement by either Party for any reason. Termination. Termination By Employer. Employer may, in its sole and absolute discretion, immecllatelv tennln~t~ ~hi.s.&g~ee~grtt with or without cause and without furtfies' obligation hereunder (other than for salary accruing through date of termination and salary continuation benefits as hereinafter provided) upon written notice to Employee.~ 6.2. Voluntary Termination by Employee. Employee agrees that, in the event he wishes to.vol ~unsarily terminaxte this Agreemeaxt, he shall provide a minimum of thirty (30) days prior written notice to Employer of his intent to resign. Employee agrees to perform his duties without any reduction Ja effort or detail. Employee's termination of this Agre~nent shall result in no further obligation of Employer to Employee other th~n for accrued salary through the date of resignation. 6.3- Termination Upon Death or Disabili.ty. Employer may terminate this Agreement without further obligation to Employee hereunder upon the death or permanent disability of Employee (other than for salary accrued through date of death or permanent disability of Employee). For purposes of this Agreement, the "permanent disability" of Employee shall be deemed to occur if the Board of Directors of Employer dete~aiines, in its sole and reasonable discretion, that Employee is unable to substantially perform the services required of him hereunder for a continuous period of ninety (90) days or more. 6.4. Return of Property. Upon termination for any reason, Employee shall promptly deliver to Employer all memoranda, notes, lists, records and other documents or papers (and all copies thereof) including items stored in computer memories, on mierofiohe or by any other means, made or compiled by or on behalf of Employee, or made available to Employee relating to the business of Employer, all of which Employee acknowledges are and shall continue to be the property of the Employer. 7. Modification. This Agreement represents the total agreement between the Parties, and supersedes all previous agreements between the Parties. This Agreement may not be modified except in writing signed by both Parties. . 8. Governiw, Law. The performance and interpretation of this Agreement shall be construed in accordance with the laws of the State of Illinois. 9. Waiver. The waiver of any breach of the terms or conditions of this Agreement shah not be construed to be a waiver of any preceding or succeeding breach of the same or different term or condition ofth~s Agreement, and this Agreement shall continue and rew~ in full force and effect as if no waiver had occurred. 10. Severability. In the event any of the termz or provisions of this Agreement are determined to be invalid or unlawful, lhe re. mzining provisions of this Agreement will continue in full force and effect to the fullest extent permitted by law. 11. Warranty, Employee hereby warrants that neither his execution of this Agreement nor his performance of the same shall conflict with or result in a breach of the terms, conditions or provisions of any agreement or other obligation of any nature to which Employee is a party, or by which Employee is bound, including, without limitation, any employment agreements, non- competition agreements or confidentiality agreements previously entered into by Employee. IN WITNESS WHEREOF, this Agreement is executed by the Parties as of the day and year first above written. Employee: Employer: JAMES M. MeNALLY · McNally, Indi.,vidually CENTRAL INK CORPORATION, an lllinois Corporation Its: C. f-fO, Exhibit B NONDI$CLOSUR~ AND NONCOMPETrI'ION AGREEI~fENT TI-IlS EMPLOYMENT AORBI!IVlI~WT CAgreem~t") is mado aud ea~r~ into a~ ofth~ S~ day of November, 1999, by and batwe~ KEVIN C. McNALLY, an individual C'Employ~") and CENTRAL INK CORPORATIOIW (l'~a~r r~'en~d tO as "Employern) WHEREAS, Rmployer desires to mnploy Employee aa Nalional Account Marmger trader the terms and ~ondition$ set forth in this Agnmmmat a~d to protect it~ ~onfldcntial basinoss information a~d other intorCsts; and WHEREA~, Employee is willing to pro~i'd~ services as Natiomal Acoouu~ Manager under those t~,,as and condition,si and I. ~.mplovm~nt, Employer agrees to employ l~mployee as N~o~ A~ ~'g~ ~ ~ploy~ a~ ~ploy~t by ~ploy~ ~m~ Nov~ ~, 1999, ~t m ~e ~ ~d ~ndifio~ ~ ~ ~ ~s ~ T~rm. The t~m (th~ 'Term~) of the Employee's ~mploym~nt under this Agreemeat shall be a o ne year period commen~_'~ g on the date writt~ show and shall atlto_msfi eally mmew for additlonal one year la~riods unlca$ sooner tci'mlna~ by the partie~' wrlRem mt.vtual agreement or purmmnt to tho provisions of Paragraph 6 hereof. Within his rolo as Nalioual Ammunt 1Vamagcr, Employ~ shall por~orm the duties usually as.sociaIed with such position ~mt suoh oth~ duties and ass;~m~u~ as may be assigned to him from 1:iln¢ to flirt. Employco will use his beat effori~ to promote thc success of any and all cperatioa9 of Employer. 4. Comt~s-tion. 4,2, B_.~I~. Subject to applicable Federal and Ste~c tax regulations, Employer shall provide Employee with h~Rh insurance, vacation and other fringe benefits offered by l~_,~ployer on thB same ~,0 and condilions as other employees of Employer, as such ben~,i~ may bo established or modified ~-om t.i~ m time by Rmployer, 4.3, Com~issimt Pro~'r~m In addition to tho ba~ salaz~, Employee s~ks!l receive commission payme~ra. Such paym~ ~h~!l be calcula~d pursuant ~m,~is-lon program dev~ped by Bml~loyer tn l~ solo disa'eiion. 5*]. Non-Competltlom In/tn~hee oonsidcmtiau of the compcmaflon to be paid m Bmployea while employed by Employer, U,~loye~ covenants ~hat for the period commencing as of t~e dase first above wd-~ ~md ~nd~g two (2) 2 years after m'minagon of'employment occuni~ for any reason, Employee shall not within the following Stat~s: Pannsylvimin, Alab.m.; Florida, Georgfa. K~ntu~ky, M~l~d, New York, North Carolina. South Carolina. OMo. Tennessee, Virginia and West Virgliga, .dirty or i,~dlr~ctly, by himself, or in 0onjuncflon with any pemon, rum, corporation or business, (a) solicit or call upon any customer of Employer for the purpoae el'soliciting said c~er for services or products that l~mployer provides to the cusiomer or (b) own or have any interest ~y or indlrecfly in. ~r a~.-~ as an ofl~oer. ~, employee, agent, represenmlh, e or consullant of, or assist in any w~y, any person, firm, corporation or b,_;_-~-_ess cnlity which di~cfly competes with P~..-!oyer in ~ of tis products or services; provided that ownership of no, me. than ~% ofthetssues a=l oum~d~ share~ ora claas ofseonflties ora corporation, the securities ofwhioh are traded on a national sectlflfles exclmll~ or in the o%~r-the-count~' mark~ sh~_!l not be demned ownership of th~ issuer of such shar~ for thc putpases of fids p~ph. amployee represan~ tlmt ht~ ~ and capabllttl~ a~ such that I~ can obtain employm~t in a non-COml~-litlve area a~l tha~ in fl~ ~vcnt of by way of hlJ~m~ioil will not i _re.hair ~r imrv~Z P~ployee l~om earni~ a livelihood. Followil~g his ~,atlon fi-om employmellt with l~nploycr for ~my rea.son, and duri~ the entire ~rlotivc period s~S forth above, Bmployec shall prnmI~lylnfonn umployer of the tdmttty and location of~dl sub,equ~ut employers of Panployec. Employer and ~lfl~yee mulually agree that the resuictions se~ forth above, including but not limiied to the time period of resuiotton and the g~otgaphic~ areas ofrestdolton set for$~ are fair and reasonably required for the ~oa ortho intmes~ ofr~mplayer, lu thc event that any court shall fi~A]~y hold that fha ~ or g~ogt~Me~l ~ of r~ictiun or any other provision stat~ ia th{~ Agreement constitutes an unreasonable reatrictton against F.a~ploye~ l~nployer and l~ployee extawaly agree that the ptmdsio~s oftMs ASreemmt ~. not be re~ctered void but shall ~pply aa to time and t~-trlto~ or to a'Imh other ext~t aa such court may judioially determl~ or indicate conatitutes a reachable restriction under the ~ Rpd l~Cem~.dies. The Patties to this Agreement stipulate that the information .~f~ w in ,~otio~ 5 of this Agreement is sufficiently secret so that the ~m_ployer derlws economio val~e fxom the inibrmatiun rcmah~g ccmfldenlial and not bel~ gancrall~ kaown to other persona who can ob~In and l~-av~ly affect file m~ooe~sful condu~t, business mid good-will of thc /~ployer. F, ml~y~r am/Hmploy~ agr~ thst ~Bmplo~er ma~ em%l~ tl~ Agr~Omem fees and ¢o~ of ~uit. ~ Th~ ~; aud provtsio~ of this Section 5, M their e~tirety, shall ~'erml~et~n. 6,4. lFermt~a(og Ulxm Dm~h ot Di~,gtlf~y. Rm~oyer may ~a~ ~s A~t ~ ~ obH~ ~ ~loyee ~d~ upon ~ d~ ~ ~ ~~t ~ah~ of E~l~). For ~s~ oftMs ~c ~ Of~ of~to~ ~, ~ t~ solo ~d ~o~ble ~ otUi~ ~ for a ~u~ ~od of ~ (90) ~ys or prorapfly ddiv~ to Na~ployer all m~mar~-a% not~ ibts, r~cord~ and other bud~e~ a/l~ploy~', ~II of wh/~ ~loye~ a~lmowledges ar~ ~ ~all ~omim~ to be ~ ~ of the Rmplo~r, 4 7, ModiflcatiVp. This Agreemen~ rvl0rcseuts the total asreeme~ baiween th~ Parties, and supersedes all previous agr~uments ~ the Parties. This Agreement may not be modi~d except in writing sigr~l by bo~ Parries. 8, Govmminv ~ ,aw, The pcrformanac and inte, p~u~ion of this Agreement sb~l be construed in accordance w/th the laws oi'th~ $~ate o£~ll/nois. 9. Wsiver. The waiver of any bt~.h oftlm ~ or ~ondiflons o£ t_s!~ Agreeme~ ~_-11 not be constn~ed to be a waive' of any preoedlnS o~ suoo~g/ng lmmoh of ~i~ sam~ or dtffer~ term or tonal/t/on of this Agr~m~t. and this AI/reement ~hsll contln~o and ~ in fu~ loire and e/Tect as i~ uo waive~ hsd o~ouneA. I1, W~rl~ntv. EmploYee h~eby wan, ants ~t ne~ ~ ~ of ~ A~t nor Ms ~o~ of ~y ~ or o~ obHg~on of ~y n~ W w~ch ~ploy~ is a ~, or by w~ch E~loyec is ~ ~u~5 ~out ~flo~ ~ ~plo~ ~. non- compegfion ~ or ~~ ~ p~o~ ~ ~ ~ IN WITleSS ~F, this Agreement is ~xccuted by the Partio as of thc d~y _*~ year first above wrltten. Employee: Emplo~r~ KBVIN C. McNALLY . McNally, Individ-nfl~y CI/NTRAL INE CORPORATION, Exhibit C CENTRAL INK OF PENNSYLVANIA Bonus structure J effs~l s n~ol~:x m ~'~lc_pa SHEET bonus structure Bonus will be paid on Net Income of the branch Bonus will be paid In February of following year to allow time for YE accounting Division amohg bonus par~lcipai3ts needs to be .e~tabl!shed prior to YE Bonus will be expensed to the branch In the year following the year it was earned. Not..Ineome Not Inoomo Increment Cumulative On the first $50,0OO $50,000 On the next $50,009 $100,000 Cumulative Poroontego i~onua Bonu~ On Increment 100% $50,000 $50,000 50% $25,000 $75,000 25% $12,500 $87,500 25% $12,500 $100,000 25% $200,000 $300,000 On the next $50,000 $150,000 On the next $50,000 $200,000 On the next $800,000 $1,000,000 Exhibit Central Ink Corporation 1100 N. HARVESTER ROAD - WEST CHICAGO, ILLINOIS 60185 630-231~500 A UNITED STATES COMPANY ESTABLISHED 1933 - E MAIL TO CENTRALINK~AOL. COM December 4, 2000 Confidential TO: Jim McNaliy FROM: Richard Breen RE: Branch bonus program Dear Jim, I just wanted to get you this confirmation, in writing, to clarify some of the discussions we've had this week; The bonus program we developed in May of this year is still in effect exactly as it was originally drafted. The only item I found that the accounting department wasn't accounting for correctly was the interest carrying charges on the money we borrowed to give to Proline. Jeff apologizes on behalf of the accounting department that this wasn't caught earlier in the year. I've ordered the Controller, Mary Nass, to re-state your financial statements for every month of year 2000 to reflect what they looked like with the interest coming out each month. If we don't do this, December will get the whole years interest charge in one month. Keep up the good work Jim and I'll talk to you later. F:~WORDDOCS~JEFFS\EMPLOYES~McNatly Jim.doc Exhibit E CENTRAL INK OF PENNSYLVANIA Bonus structure Jeff~h an~rof~'m a~clc_pa SHEET bo~us structure Bonus will be paid on Net Income of the branch Bonus will be paid in February of following year to allow time for YE accounting Division amohg bonus padlclpar~ts needs to be.established prior to YE Bonus will be expensed to the branch In [he year following the year Itwas earned. + cumulative Not. Income Not Inoomo Poroentogo ~onus ~onus Increment Cumulative On Increment On the first $50,000 $50,000 100% $50,000 $50,000 On the next $50,000 $100,000 50% $25,000 $75,000 On the next $50,000 $150,000 25% $12,500 $87,500 On tl~e next $50,000 $200,000 25% $12,500 $100,000 On the next $800,000 $1,000,000 25% $200,000 $300,000 All net income dollars above the first $1,000,000 will be paid att ...... >>>>>> Final year 2000 activin, Year Z000 final net in.me figure f~ PA branch B~us on 1st 3 layers = Bonus on 4t~ layer = $32,854 Total year 20~ bonus to be paid Feb/Mar 2001 Bonus breakdown per Jim McNally on 3/1/0; Per Jim, use fixed 20% f~eml tax rate for John,~vin & Jim t0% $182,854 $87,500 25% $8,214 $95,714 John Howell $34,000 Kevln McNally $34,000 Jim McNaliy $24,714 Dallas Price ($~) No limit Exhibit F Mr. Gregg Dahleen March 1, 2004 Central Ink Corporation 11 oo North Harvester Drive West Chicago, Illnois 60185 Dear Gregg, ks Stated in my Employment and Non-Competition Agreement dated December 1~t 1999, I am providing a thirty (30) day written notice that I am resigning effective March 31~ 2004, as requested in this agreement paragraph 6.2. I am rendering this resignation due to historically inaccurate and non-payment of compensation owed to me under my current Employment and Non-C~ompetition Agreement dated December 1~t 1999 and the written bonus program dated May 17t~ 2000 developed and signed by Central Ink Corporation. The Employment And Non-Competition Agreement dated December 1~t 1999 states in paragraph 6.2, that the employer will pay salary through the date of resignation to employee. I request my health insurance is kept in effect under The Cobra Plan. Respectfully James McNally Exhibit G March 1, 2004 Department of Human Resources Central Ink Corporation 1100 N Harvester Ddve West Chicago, IL 60185 To whom it may concern: I am hereby informing Central Ink Corporation that I am giving my thirty (30) d~.ay notice of resignation, In accordance with my employment agreement dated 8u' day of November, 1999, my employment will officially end March 31, 2004. The reason for my resignation is due to historically inaccurate and nonpayment of compensation owed to me under my current written commission program developed and signed by Central Ink Corporation. Respectfully, Kevin C. McNally Exhibit H CENTRAL INK C 0 R P 0 R A T I 0 N March g, 2004 Via FED EX Next Day Air Kevin C. McNally 3113 Birchwood Drive Allentown PA 18103 RE: Employment Dear Kevin: Pursuant to Section 6,1 of our Employment and Nondisclosure and Noncompetition Agreement dated a~ of December 1, 1999 ("Agreement"), this letter shall serve as written notice of your termination from employment with Central Ink Corporation, effective immediately. Please promptly return to the Carlisle, Pennsylvania office all company property, including, but not limited to, the company car, laptop computer and all records and other items in your possession relating to Central Ink Corporation, no later than March 10, 2004. This letter shall also serve to remind you of your obligations under Section 5 of the Agreement, a copy of which is enclosed for your reference, and our expectation that you will, in fact, abide by the terms of the Agreement. Sincerely, President EXIBIT I CENTRAL INK C O R P O R A T I O N March 11, 2004 Via FED EX Next Day Air James McNally 1016 Cranes Gap Road Carlise PA 17013 RE: Employment Dear Jim: Pursuant to Section 6.1 of our Employment and Nondisclosure and Noncompetition Agreement dated as of December 1, 1999 ("Agreement"), this letter shall serve as written notice of your termination fi.om employment with Central Ink Corporation, effective immediately. Please promptly return to the Carlisle, Pennsylvania office all company property, including, but not limited to, the laptop computer and all records and other items in your possession relating to Central Ink Corporation, no later than March 15, 2004. This letter shall also serve to remind you of your obligations under Section 5 of the Agreement, a copy of which is enclosed for your reference, and our expectation that you will, in fact, abide by the terms of the Agreement. Sincerely, President EXIBIT J CENTRAL INK C 0 R P 0 R A T I C) ~ March 22, 2004 Via FED EX Next Day Air Kevin C. McNally 3113 Birchwood IMive Allentown PA 18103 RE: Employment Dear Kevin: As you are aware, Central Ink Corporation terminated your employment effective March 8, 2004 under the provisions of Section 6.1 of the Agreement. However, as it appears that you may have been providing services to Central Ink on March 9, 2004 when you received that notice. We have decided to compensate you through that date. Additionally, you are receiving payment of your accrued and unused vacation pay through March 9, 2004. The check enclosed is for those amounts as well. You will be receiving under separate cover information regarding your medical insurance continuation rights in keeping with applicable.Federal law. Please contact me if you have any questions regarding the enclosed. Sincerely, JeffRyder Vice President Central Ink Corporation Here are the figures for the check enclosed: 16 hours through March 9 $ 846.08 80 hours vacation pay $ 4,230.77 Total gross pay $ 5,076.85 Fed tax ~ 16.2% < 822.45 > FICA ~ 6.2 % < 314.76 > Medicare ~ 1.45 % < 73.61 > State tax ~ 3.07% < 155.86 > Local tax ~ 1% < 50.77 > State Unemployment Tax .09% < 4.57 > Net Pay this check $ 3,654.83 JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. OCt_t gq C: il CIVIL ACTION- LAW JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, Bruce J. Warshawsky, Esquire, counsel for Plaintiffs, hereby certify that a true and correct copy of the Complaint in the above captioned action was served by certified mail, tatum receipt requested, upon Defendant on April 1, 2004. Attached hereto, marked as Exhibit "A", and incorporated herein by reference is the signed return receipt card for said service, evidencing that service was complete on April 5, 2004. Dated: METZGER, WICKERSHAM, KNAUSS & ERB, P.C. By Bmr_ce j~~ P.O. Box 5300 3211 North Front Street Harrisburg, PA 171 ~[0-0300 (717) 238-8187 Attorneys for Plaintiffs Document #: 26.$030.1 Exhibit A · Complete Iterrm I, 2, and 3.'A~sb complete · Item 4 if Restricted Delivery ts desired.. so that we can retum the card to you. · Attach tills car~ to the back of file mailpiece, °r on the front If space permits. Central Ink Corporation [] No 3. Se,~ce Type n R~g~ms~sd ~O Return ~pt for I~ C.O.D. / ~ / 4. R~a~d ~k~, ~_x~ ~) 7002 3150 0006 7724 8691 · ~, .~ .DomestlcRetumP~scelpt? - · JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 04-1384 CIVIL ACTION - LAW : JURY TRIAL DEMANDED CERTIFICATE OF SERVICE I, Brace J. Warshawsky, Esquire, counsel for Plaintiffs, hereby certify that a tree and correct copy of the Complaint in the above captioned action was served by certified mail, return receipt requested, upon Defendant on April 1, 2004. Attached hereto, marked as Exhibit "A", and incorporated herein by reference is the signed return receipt card for said service, evidencing that service was complete on April 5, 2004. Dated: METZGER, WICKERSH~MM, KNAUSS & ERB, P.C. j. Warshawsky, Es ~~~~ Attorney I.D. No. 58799 P.O. Box 5300 3211 North Front Street Harrisburg, PA 17110-0300 (717) 238-8187 Attorneys for Plaintiffs Document #: 265030.1 · Complete items 1, 2, end 3. Also complete _~.. 4 if Restricted Delivery Is desired. . · Print your name and address on the reverse so that we can retum tile card to you. · Attach this card to the back of the mailp~ece, or on the front If space pe~nits. Central Ink Corporation 1100 Iiorth ]larvester Road l~est Chlcago;~ ~ ', 60185 r~. Isd~ive~ em1? r-lyes If YES, enter dellve~ address below: [] No ]._~,r=llnsumdMall: {~C.O.D.~'~ - - 7002 3150 0006 7724 8691 JAMES M. McNALLY and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORATION, Defendant : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : : NO. 04-1384 : : CIVIL ACTION - LAW : : JURY TRIAL DEMANDED PRAECIPE TO SETTLE, DISCONTINUE AND END TO THE PROTHONOTARY: Please mark the above-referenced matter settled, discontinued and ended with prejudice. CUNNINGHAM & CHERNICOFF, P.C. 2320 North Second Street P. O. Box 60457 Harrisburg, PA 17106-0457 (717) 238-6570 Attorneys for Plaintiffs Date: CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Secretary for the law office of Cunningham & Chemicoff, P.C., do hereby certify that a tree and correct copy of the Praecipe to Settle, Discontinue and End in the above-captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Victor P. Stabile, Esquire DILSWORTH PAXSON LLP 112 Market Street Suite 800 Harrisburg, PA 17101 Date: CUNNINGHAM & CHERNICOFF, P.C. J~lieanne Ametrano 2320 North Second Street P.O. Box 60457 H,trrisburg, PA 17110 (717)238-6570 JAMES M. McNALL Y and KEVIN C. McNALLY, VS. Plaintiffs CENTRAL INK CORPORA TION, Defendant : IN THE COURT OF COMMONPLEAS : CUMBERL4ND COUNTY, PENNSYLVANIA : : NO. 04-1384 : : CIVIL ACTION- LAW : : JURY TRIAL DEMANDED PRAECIPE TO ENTER APPEARANCE/CHANGE OF ADDRESS AND LA w FIRM AFFiLL4 TION OF COUNSEL Bruce J. Warshawsky, Esquire has changed his law firm affiliation and address and will continue to represent James M. McNally and Kevin C. McNally, the Plaintiffs in the above captioned action. Please kindly enter the appearance of Bruce J. Warshawsky, Esquire and the Law Firm of Cunningham and Chernicoff, p.C., on behalf of James M. McNally and Kevin C. McNally, the Plaintiffs in the above captioned action. CUNNINGI-L4M & CHERNICOFF, P. C. PA Supreme Court ]D# 58799 CUNNINGHAM & CHERNICOFF, p.C. 2320 N. Second. SL Harrisburg, PA 17110 Mailing Address: P.O. Box 60457 Harrisburg, PA 17106-0457 (717) 238-8187 Attorneys for Plaintiffs PRAECIPE TO WITHDRA W APPEARANCE Kindly withdraw the appearance of Metzger, WickersJiam, Knauss & Erb, P.C. on behalf of James M. McNally and Kevin C. McNaily, the Plaintiffs in the above captioned action. Dated: METZGER, WICKERSHAM, KNA USS & ERB, P.C. Stev~n P. Miner, ~squire PA Supreme Court ID# 38901 Metzger, Wichers~am, Knauss & Erb, P.C. 3211 N. Front. SL Harrisburg, PA 1 7110 CERTIFICATE OF SERVICE I, Julieanne Ametrano, Legal Secretary for the law office of Cunningham & Chemicoff, P.C., do hereby certify that a tree and correct copy of the Praecipe to Withdraw Appearance/Enter Appearance in the above-captioned matter was sent first class U.S. Mail, First Class Mail, postage prepaid on this date, to the following: Steven P. Miner, Esquire METZGER, WICKERSHAM, KNAUSS & ERB, P.C. 3211 North Front Street Harrisburg, PA 171 I0 Victor P. Stabile, Esquire DILSWORTH PAXSON LLP 112 Market Street Suite 800 Harrisburg, PA 17101 Date: C~HAM & CHERNICOFF, P.C. 2321) North Second Street vP.O. Box 60457 Harrisburg, PA 17110 (717)238-6570