The First Years Inc. Form 10-K


þ	Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


o	Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act) Yes o No þ. The aggregate market value, based upon the closing sale price of the shares as reported by the Nasdaq National Market, of voting stock held by non-affiliates as of June 28, 2002 was $69,443,242 (excludes shares held by executive officers, directors, and beneficial owners of more than 10% of the Company’s common stock). Exclusion of shares held by any person should not be construed to indicate that such person possesses the power, direct or indirect, to direct or cause the direction of management or policies of the registrant or that such person is controlled by or under common control with the registrant.

The number of shares of Registrant’s Common Stock outstanding on February 28, 2003 was 8,234,044.

Portions of the Registrant’s Definitive Proxy Statement for its 2003 Annual Meeting of Shareholders are incorporated by reference into Part III of this Report.

The First Years Inc. is a leading worldwide marketer of quality innovative products for infants and toddlers. Incorporated in 1952 as Kiddie Products, Inc., and adopting its new name in 1995, The First Years is dedicated to delivering products that out-perform the competition through an in-depth understanding of parenting and child development. We work in consultation with Dr. T. Berry Brazelton, Dr. Edward Tronick, and their staff at the Child Development Unit, Children’s Hospital, Boston, as well as our worldwide Parents Council, to develop products that make the first three years of life happier, healthier and easier for babies and the families who love them.

We maintain a website with the address www.thefirstyears.com. We are not incorporating by reference information contained in our website as a part of this Annual Report on Form 10-K. We make available free of charge through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the Securities and Exchange Commission.

Our product line, which contains approximately 407 items ranging in retail price from approximately $0.96 to $89.99, is marketed under The First Years® brand, licenses from The Walt Disney Company and “Sesame Street®,” licensed from the Sesame Workshop.

Leveraging these brands, we market a broad range of products in three categories.

We had several innovative product introductions in 2002 including a semi-disposable feeding line, pacifiers, a swing tray portable booster seat, a line of new wellness and grooming products and a stair gate. In 2003, we expect to introduce new product programs, including developmental play and healthcare, and numerous licensed and specialty product creations.

We are actively engaged in designing and developing new products and enhancements to our current products. During 2002, 2001, and 2000, we spent approximately $6.4, $5.0, and $4.2 million, respectively, on new product development. In 2003, we will continue to invest in product development across all product lines. Our product development efforts are centered on aggressively developing new areas in which we can differentiate our products and add value to the parenting process.

We believe our unique product design and development process contributes to the success of our products. Our process has four main steps:


	1.	We use our unique parenting expertise combined with the latest technology to develop product concepts that solve the needs and wants of parents.

	2.	We present our new product concepts to The First Years Parents Council, a global network comprised of expectant and current parents, to solicit feedback on purchase interest and suggestions for refinement. We further develop our products based on feedback from surveys and focus groups.

	3.	We also consult with Dr. Brazelton and his staff of specialists at The Child Development Unit, Children’s Hospital, Boston, to elicit developmental information and guidance prior to creating models of the product. Once we have created a model, our internal cross-functional product development teams review and evaluate it thoroughly to confirm that it meets our standards for quality and safety prior to pre-testing by children and/or parents.

	4.	We send pre-production samples to parents for home use testing along with the closest product from our competitor. Our goal is to have our product out-perform the competition before manufacturing is authorized.

In addition to designing new products, our product development team regularly reevaluates and redesigns existing products to adapt to changing consumer demands, technological advancements and product introductions by competitors.

We market our products under three distinctive brands. Products are marketed under our name, The First Years®, and we license Winnie the Pooh® and Mickey Mouse® and other related characters from Disney Enterprises, Inc. and Sesame Street® characters from Sesame Workshop.

Our products are sold to approximately 880 customers in more than 40 countries. Our customer base includes mass merchants, national variety and drug stores, supermarkets, wholesale clubs, convenience stores, toy specialty stores, wholesale distributors, department stores, internet-based retailers, mail order catalogs and catalog stores. Major customers include Wal*Mart, Toys “R” Us, Target, Kmart, Sears, J.C. Penney, Baby Depot at Burlington Coat Factory, Mothercare UK Ltd., Zellers, Rite Aid, Albertson’s, Peyton’s, Eckerd Drug, Kohls, Walgreens, Meijers, Argos, Wakefern Food, Big Lots Stores and Ahold.

We market our products in the United States and Canada through our sales organization, which is comprised of an internal sales staff and a network of independent sales representatives. Our sales management is responsible for the development and training of independent sales representatives. We conduct training at our headquarters and sales offices throughout the United States. We have sales offices in New Jersey, Missouri, Arkansas and California.

In Europe, the Middle East and Africa, our internal sales staff sells our products from our sales office in Cirencester, England, which is headed by our Vice President & General Manager — Europe, Africa, and Middle East. This staff also manages a network of foreign distributors and independent sales representatives. In Central and South America, Australia and the Pacific Rim, our internal sales staff sells our products through a network of foreign distributors and independent sales representatives. In 2002, our continued focus on key customers in principal international markets resulted in expanded distribution and sales.

During 2002, Wal*Mart, Toys “R” Us, and Target accounted for approximately 24%, 21%, and 17% of our net sales, respectively. A significant reduction in purchases by any one of these customers could have a material adverse effect on our business. Additionally, in 2002 our top ten customers collectively accounted for 74% of net sales.

In accordance with industry practice, we grant credit to our customers at the time of purchase. Our practice is not to accept returned goods unless authorized by management of our sales organization. Returns

We ship products according to the delivery schedules specified by our customers. Orders are subject to cancellation or change any time prior to shipment. The size of our order backlog is not a material aspect of our business. The dollar amount of current backlog is not considered to be a reliable indicator of future sales volume.

We have several agreements with third parties that permit us to utilize licensed characters and other trademarked or copyrighted material. These agreements contain provisions for the payment of guaranteed or minimum royalty amounts. Total required minimum royalty payments were $3,890,000 and $4,439,000 for the periods ended December 31, 2002 and 2001, respectively. In 2002, we renewed a major licensing agreement with Disney Enterprises, Inc., covering sales in the United States, which will expire at the end of 2004 with an option to renew until the end of 2005 as long as certain conditions are met. Sales of products licensed under this major agreement with Disney Enterprises, Inc. amounted to 21% of our total net sales for the year ended December 31, 2002.

We do not own or operate manufacturing facilities. In 2002, all of our products were manufactured using either our custom tools such as molds and dies, or to our specifications by approximately 20 manufacturers located in the United States, Canada, China, Taiwan, and Thailand. Approximately 74% of all of our products sold in 2002 were manufactured in Asia, primarily in China. Because of the significantly higher shipping costs from the Far East, most of our furnishings and other large products were manufactured in 2002 by suppliers in the United States and Canada.

Generally, to make each product we use one manufacturer from our supplier base. Due to the high cost of developing duplicate tooling, predominantly molds and dies, most of our products are made using one set of tools; however, we have developed duplicate tools for several of our key and high-volume products.

In 2002, our largest supplier, located in China, manufactured products that represented approximately 13% of our net sales. We have not entered into long-term contractual arrangements with any of our suppliers.

The principal raw materials used in the production and sale of our products are resin-based plastics and certain natural materials, including paperboard and cloth. The manufacturers who deliver completed products to us purchase the raw materials. Because the primary source used in many manufactured plastics is petroleum, the cost of plastic for use in our products varies to a great extent with the price of petroleum. While all raw materials are purchased from outside sources, we are not dependent upon a single supplier in any of our operations for any material essential to our business or not otherwise commercially available to us. We have been able to obtain an adequate supply of raw materials, and no shortage of any materials is anticipated.

We purchase our products from suppliers primarily in United States dollars and Hong Kong dollars, which are currently pegged to the United States dollar. We also purchase a small percentage of our products in Canadian dollars. Generally, our suppliers ship the products on the basis of open credit terms or upon our acceptance of the products.

Because of our substantial reliance on suppliers in foreign countries, we must order products further in advance of customer orders than would generally be the case if such products were produced in the United States. As a result, we may be required to carry significant amounts of inventory to meet rapid delivery requirements of customers and to ensure a continuous allotment of goods from suppliers.

Foreign manufacturing is subject to a number of risks including transportation delays and interruptions, the imposition of tariffs, quotas, and other import or export controls, currency fluctuations, misappropriation of intellectual property, political and economic disruptions, and changes in governmental policies. From time to

time, the United States Congress has attempted to impose additional restrictions on trade with China. China gained Permanent Normal Trade Relations (PNTR) status with the United States when it acceded to the World Trade Organization, effective January 1, 2002. The United States imposes the lowest applicable tariffs on exports from PNTR countries to the United States. In order to maintain its WTO membership, China has agreed to several requirements, including the elimination of caps on foreign ownership of Chinese companies, lowering tariffs and publicizing its laws. No assurance can be given that China will meet these requirements and remain a member of the WTO, or that its PNTR trading status will be maintained. If China’s WTO membership is withdrawn or if PNTR status for goods produced in China were removed, there could be a substantial increase in tariffs imposed on goods of Chinese origin entering the United States, including those manufactured for us, which would adversely impact our sales and cost of sales. The European Community has enacted a quota and tariff system with respect to the importation into the European Community of certain toy products originating in China. Therefore, we continue to evaluate alternative sources of supply outside of China.

We distribute our products in the United States from our warehouse facility in Avon, Massachusetts and from a public warehouse in Ontario, California. Products distributed in Canada are handled from a public warehouse in Mississauga, Ontario. In Europe and the United Kingdom, we distribute our products from public warehouses in Ghent, Belgium and Widnes, England. Unaffiliated warehouse operators provide public warehousing services to us.

The juvenile products industry is highly competitive and is characterized by the frequent introduction of new products and includes numerous domestic and foreign competitors, some of which are substantially larger and have greater financial and other resources than we do. We compete with a number of different competitors, depending on the product category, and compete against no single company across all product categories. Our competition includes large, diversified health care product companies, specialty infant products makers, toy makers, and specialty health care products companies. We compete principally on the basis of brand name recognition, product quality and price/ value relationship. In addition, we believe that we compete favorably with respect to product design, customer service, and breadth of product line.

We believe that the intellectual property we own or license is an integral part of our business and that it complements our design expertise, innovative talents, and marketing capabilities across all product categories. Our principal trademarks, THE FIRST YEARS® and THE FIRST YEARS and Design®, are registered in the United States and in a number of foreign countries throughout the world. In total, we have approximately 315 registrations and pending applications for our various trademarks. We also license other trademarks for certain of our products and product categories, some of which are registered in the United States and in various foreign countries.

We also own utility patents and design patents in the United States and utility patents, design patents, and design registrations in certain foreign countries, as well as pending applications in the United States and foreign countries. In total, we own approximately 150 patents and applications. Although we believe this property is important to our business, we do not believe that any single patent, design patent, or design registration, including any which may be issued on a pending application, is material to our business. No assurance can be made that our patents, design patents, or design registrations, including those that may be issued on pending applications, offer any significant competitive advantage for our products.

Our people — the employees of The First Years who work with our customers, suppliers and other key constituents — are critical to our success. As of December 31, 2002, we employed 192 full-time employees, of whom five are senior executive officers, and 9 part-time employees. All employees are in general management, sales, marketing, product development, materials, purchasing, quality assurance, data processing, finance, legal, administration and clerical, and warehousing positions. None of our employees are represented by a union and we have not experienced any work stoppages. We believe that relations with employees are very good.

Our products are subject to various laws, rules and regulations, including the Federal Consumer Product Safety Act, the Federal Hazardous Substances Act, as amended, the Federal Flammable Fabrics Act, the Child Safety Protection Act, and the regulations promulgated under each such Act (the Acts). In addition, our nursery monitors are subject to the regulations of the Federal Communications Commission and our medical devices and drug products are subject to the regulations of the Food and Drug Administration (FDA). The Acts empower the Consumer Product Safety Commission (CPSC) to protect children from hazardous toys and other articles. The CPSC has the authority to exclude from the market products that are found to be hazardous and to require a manufacturer to repurchase such products under certain circumstances. The CPSC’s determination is subject to court review. In addition, the Federal Flammable Fabrics Act empowers the CPSC to regulate and enforce flammability standards for fabrics used in consumer products. Similar laws and regulations exist in various international markets in which our products may be sold. While we oversee a quality control program designed to ensure that our products comply with laws and regulations, no assurance can be made that defects will not be found in our products, resulting in product liability claims, recalls of a product, loss of revenue, diversion of resources, damage to our reputation or increased warranty costs, any of which could have a material effect on our business, financial condition, and results of operation.

We own and manage our executive and administrative offices and East Coast warehouse located within a 124,000 square-foot facility at One Kiddie Drive, Avon, Massachusetts. We lease from unrelated third parties our sales offices in New Jersey, Missouri, Arkansas, California, and Cirencester, England.

We use public warehouses in Mississauga, Canada, Ontario, California, Ghent, Belgium, and Widnes, England for product distribution.

All owned and leased properties are in good condition and sufficient to handle our current facility needs for at least the next few years. We believe that we could lease additional property at favorable rates.

We are involved in legal proceedings which have arisen in the ordinary course of business. We believe that there are no claims or litigation pending, the outcome of which could have a material adverse effect on our financial condition or operating results.

No matter was submitted during the fourth quarter of the fiscal year covered by this report to a vote of our security holders.

Our common stock is traded on the Nasdaq National Market under the symbol “KIDD”. Below is a summary of the high and low sales prices of our common stock for each quarter of 2002 and 2001 as reported by Nasdaq.

These prices reflect high and low intraday sales prices for our common stock each quarter. They represent inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

In 2002, we raised our cash dividend on our common stock to $0.10 per share, which was paid on June 15, 2002. In 2001, we paid cash dividends on our common stock in the amount of $0.06 per share, which were paid on June 15, 2001. We currently expect that we will pay cash dividends in the future. However, the declaration and payment of any such cash dividends in the future will depend upon our earnings, financial condition, capital needs, and other factors deemed relevant by the Board of Directors.

As of March 12, 2003, we had approximately 161 holders of record of our common stock.


*	1998 — 2001 amounts adjusted to reflect certain reclassifications in order to conform to 2002 presentation. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Recent Accounting Pronouncements”.

Included in this release are certain “forward-looking” statements, involving risks and uncertainty, which are covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are based on management’s current expectations and are subject to certain factors, risks and uncertainties that may cause actual results, events and performance to differ materially from those referred to or implied by such statements. In addition, actual future results may differ materially from those anticipated, depending on a variety of factors, which include, but are not limited to, the success of our market research identifying new product opportunities, trends in sales of The First Years® brand and licensed and specialty products, the continued success of new enhancements to our brand image, continued success of new Disney character refreshed graphics, successful introduction of new products, continued product innovation, growth in international sales, our ability to attract and retain key personnel, conditions affecting consumer spending, including uncertainties relating to global political conditions such as terrorism and the war with Iraq, our relationship with our manufacturers, and sales and earnings results. Information with respect to important factors that should be considered is contained in the “Factors That May Affect Financial Condition and Future Results” in this Report on Form 10-K. Readers are cautioned not to place undue reliance on these

forward-looking statements, which speak only as of the date hereof. We do not intend to update any of the forward-looking statements after the date of this release to conform these statements to actual results or to changes in our expectations, except as may be required by law.

This discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related notes. Some of these estimates require difficult, subjective and/or complex judgments about matters that are inherently uncertain and, as a result, actual results may differ from those estimates. Due to the judgment and estimation involved, the following summarized accounting policies and their application are considered to be critical to understanding the business operations, financial condition, and results of operations of The First Years.

Revenue Recognition — In accordance with Staff Accounting Bulletin No. 101, we recognize revenue when products are shipped or delivered and substantial risks of ownership transfers to the customer, a firm sales agreement is in place, and collectibility of the fixed or determinable sales price is reasonably assured. Common to our industry, customers may be authorized to return selected products and we reduce sales and accounts receivable for actual returns and estimate future returns based on historical trends and information available to us, including the pattern of returns immediately following the reporting period. We also maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers deteriorates, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories — Inventories, consisting of finished goods, unpackaged components, and supplies, are stated at the lower of cost or market with cost determined using the first-in, first-out method. We make certain obsolescence and other assumptions to adjust inventory based on historical experience and current information. We write down inventory for estimated obsolete or unmarketable inventory equal to the difference between the costs of inventory and estimated market value, based upon assumptions about future demand and market conditions. In the event of a write down of inventory, we also review molds associated with those products to determine whether there has been a significant impairment to the carrying value of the asset. If the carrying value of these assets is considered not to be recoverable, such assets are written down as appropriate. These assumptions, although consistently applied, can have a significant impact on current and future operating results and financial position.

Sales Incentives — Sales incentives offered to customers to promote the sales of our products include costs related to cooperative advertising programs, promotions, slotting fees or buydowns, and certain rebates. In determining these costs, we reflect activity and make estimates of certain costs of promotional activity based on historical arrangements and information available to us. Costs associated with sales incentives are reflected as a reduction of revenue when recognized.

For further information concerning accounting policies refer to Note 1 of our Consolidated Financial Statements.

We reported 2002 consolidated net sales of $134.4 million, an increase of $8.6 million or 7%, as compared to net sales of $125.8 million in 2001. Despite general economic weakness and the strength of private label programs in some large retailers, our multi-year program to improve product development and marketing processes and organization positively impacted our growth in net sales. In 2002, net sales of The First Years brand products increased 9% due to new product development efforts and solid sales in a number of existing key items, including the “Hands Free Gate,” “4-Stage Bath System,” “4-Stage Reclining Feeding Seat,” and

products in our “Take & Toss” program. After a number of years of substantial decline, net sales of licensed and specialty products increased by 2% as a result of successful new licensed product programs introduced into key retail accounts. In addition, we have developed exclusive, customized programs driven by new products, which contributed significantly to licensed product sales in 2002.

As a percentage of net sales, sales of licensed and specialty products decreased to 32% in 2002 from approximately 33% in 2001. Net sales of The First Years brand products increased to 68% in 2002 from approximately 67% in 2001 due primarily to the success of key items noted above. International net sales as a percentage of total net sales increased to 13% in 2002 from 12% in 2001 primarily due to improved European, Canadian, and Latin American sales performance.

Cost of products sold in 2002 was $88.3 million, an increase of $4.5 million or 5%, as compared to $83.8 million in 2001. As a percentage of net sales, cost of products sold in 2002 decreased to 66% from 67% in 2001. The decrease was primarily due to product mix and product cost reduction programs.

Selling, general, and administrative expenses in 2002 were $32.8 million, an increase of $0.7 million, or 2%, as compared to $32.1 million in 2001. This increase was primarily due to an increase in salaries and related costs associated with infrastructure building in marketing and product development, partially offset by cost containment measures affecting general expenditures and a reduction in our bad debt expense. As a percentage of net sales, selling, general, and administrative expenses decreased to 24% in 2002 from approximately 26% in 2001.

Following the reclassification of sales incentives to conform with the current year financial presentation, 2001 consolidated net sales were $125.8 million, a decrease of $3.0 million or 2%, as compared to net sales of $128.8 million in 2000. Overall, net sales were affected by general economic weakness, private label programs by some large retailers, the impact of the events of September 11th on consumers and retailers, and inventory reduction adjustments made by certain major customers. As a result, net sales of The First Years brand products decreased by 1%. Net sales of licensed and specialty products declined by 5%.

As a percentage of net sales, sales of licensed and specialty products decreased to 33% in 2001 from approximately 34% in 2000. Net sales of The First Years brand products increased to 67% in 2001 from approximately 66% in 2000 due primarily to new product introductions. International net sales as a percentage of total net sales increased to 12% in 2001 from 11% in 2000 primarily due to weaker domestic sales and improved European and Canadian sales programs.

Cost of products sold in 2001 was $83.8 million, a decrease of $2.0 million or 2%, as compared to $85.8 million in 2000. The decrease was primarily due to product mix and product cost reduction programs. As a percentage of net sales, cost of products sold in both 2001 and 2000 was 67%.

Selling, general, and administrative expenses in 2001 were $32.1 million, an increase of $2.9 million, or 10%, as compared to $29.2 million in 2000. This increase was primarily due to increased selling and marketing expenditures, and to salaries and related costs associated with building our infrastructure for future growth and development, and increased bad debt expenses related to the write-off of Kmart receivables. As a percentage of net sales, selling, general, and administrative expenses increased to 26% in 2001 from approximately 23% in 2000.

Income tax expense as a percentage of pretax income increased to 41% in 2001 from 40% in 2000 due to state-related tax increases.

We believe our ability to generate cash from operations to reinvest in our business is one of our fundamental financial strengths. We anticipate that our operating activities in 2003 will continue to provide us with cash flows to assist in our business expansion and to meet our financial commitments.

Our cash and cash equivalents increased to $22.0 million at December 31, 2002, from $13.3 million at December 31, 2001. The increase resulted primarily from $13.8 million provided by operating activities, offset by $4.6 million and $0.6 million used in investing and financing activities, respectively.

Net cash of $13.8 million provided by operating activities consisted primarily of $11.2 million from net income adjusted for non-cash items and $2.6 million provided by changes in working capital and other activities. Net cash provided by changes in working capital and other activities resulted primarily from a decrease in inventories and prepaid expenses, and from increases in accounts payable and accrued royalties, partly offset by increases in accounts receivable. Days sales outstanding were 53 and 54 for 2002 and 2001, respectively. Inventory turns were 4.8 and 4.3 in 2002 and 2001, respectively.

Net cash of $4.6 million used in investing activities resulted from capital expenditures, net of disposals. Capital expenditures in 2002 consisted primarily of additions to molds for new production molds, building improvements, machinery, and furniture and equipment related to computer hardware and software.

Net cash of $0.6 million used in financing activities consisted of the payment of dividends to stockholders and common stock repurchases, partially offset by the proceeds on issuance of common stock under our stock option plans.

Estimated uses of cash in 2003 include capital expenditures for building, machinery and molds, and equipment of approximately $4 – $5 million. We expect to fund expenditures for capital requirements as well as liquidity needs from a combination of available cash balances, internally generated funds, and financing arrangements. We have an unsecured line of credit of $10 million, which is subject to annual renewal at the option of the bank. Any amounts outstanding under the line are payable upon demand by the bank. During 2002 and 2001, we had no borrowings under the line of credit and as of December 31, 2002 there were no balances outstanding. We believe we will be able to renew our line of credit under similar terms.

The following table provides a summary of our principal contractual obligations at December 31, 2002.

A cash dividend of $0.10 per share and $0.06 per share of common stock was paid in June of 2002 and 2001, respectively. We currently expect sufficient cash flow in 2003 to continue our current dividend policy.

During the years ended December 31, 2002 and 2001, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance, variable interest or special purpose entities, which would have the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, we are not exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Inflation has not had a material effect on our operating results during recent periods.

In 2001, the Emerging Issues Task Force (“EITF”) reached consensus on Issue No. 01-09, “Accounting for Consideration Given by a Vendor to a Customer”. The consensus in EITF No. 01-09 addresses the income statement classification of various types of sales incentives, including discounts, consumer coupons, rebates, and free products as well as “slotting fees”, cooperative advertising arrangements and “buydowns”. The consensus requires these sales incentives be classified as a reduction of sales, versus a selling, general, and administrative expense.

We adopted the consensus in EITF Issue No. 01-09 on January 1, 2002. EITF Issue No. 01-09 was issued to codify and reconcile EITF Nos. 00-14, 00-22, and 00-25 which address the accounting for consideration given by a vendor to a customer. With the adoption of this EITF in 2002, sales incentives of approximately $6.3 million, and $4.7 million for years ended December 31, 2001, and 2000 respectively, were reclassified as a reduction to net sales and a corresponding reduction to selling, general, and administrative expenses in the consolidated statements of income. The adoption of this consensus had no impact on operating income and net income.

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 was effective for us as of January 1, 2002. SFAS No. 142 supersedes APB Opinion No. 17, “Intangible Assets,” and requires that goodwill and intangible assets with indefinite lives no longer be amortized, but reviewed for impairment at least annually. Intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The adoption of this statement did not have a material impact on our consolidated statements of income, consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.” The statement retains the previously existing accounting requirements related to the recognition and measurement of the impairment of long-lived assets to be held and used while expanding the measurement requirements of long-lived assets to be disposed of by sale to include discontinued operations. It also expands the previously existing reporting requirements for discontinued operations to include a component of an entity that either has been disposed of or is classified as held for sale. We implemented SFAS No. 144 on January 1, 2002. The adoption of this statement did not have a material impact on our consolidated financial position or results of operations.

In July 2002, FASB issued SFAS No. 146, “Accounting For Costs Associated with Exit or Disposal Activities.” The statement requires costs associated with exit or disposal activities to be recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. The requirements of SFAS No. 146 are effective for exit or disposal activities initiated after January 1, 2003.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure — an amendment of SFAS No. 123,” which provides optional transition guidance for those companies electing to voluntarily adopt the accounting provisions of SFAS No. 123. In addition, the statement mandates certain new disclosures that are incremental to those required by SFAS No. 123. We will continue to account for stock-based compensation in accordance with APB No. 25. As such, we do not expect this standard to have a material impact on our consolidated financial position or results of operations. We have adopted the disclosure-only provisions of SFAS No. 148 as of December 31, 2002.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation for Variable Interest Entities, an Interpretation of ARB No. 51” which requires all variable interest entities (VIEs) to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interest in the VIE. In addition, the interpretation expands the disclosure requirements for both variable interest entities that are consolidated as well as VIEs from which the entity is the holder of a significant amount of

beneficial interests, but not the majority. FIN 46 is effective for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. We are evaluating the effect that the adoption of FIN 46 will have on our results of operations and financial condition. However, as we are not involved in any special purpose entities, we do not anticipate that the effect of adopting this interpretation will be material to our consolidated statements of income, consolidated financial position or results of operations.

The assumptions, risks and uncertainties included in this section are not exclusive. Other sections of this report may include additional factors, which could adversely impact our business and financial performance. We operate in a very competitive environment. New risk factors emerge from time to time and management cannot predict all such risk factors, nor can it assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. See Cautionary Note Regarding Forward-Looking Statements.

If we do not make timely introductions to the market of new and innovative products, we may not be able to maintain or improve our market share and keep pace with our competitors.

Our growth depends in part upon our ability to create new and innovative products and to introduce new products to the market in a timely fashion. We may not continue to generate new product ideas or successfully introduce such products to the market in a timely fashion. Additionally, our new products may not be well received by retailers or consumers. Our future growth also depends, in part, on the successful introduction of products that generate sufficient margins. We may not be able to successfully develop and introduce such products. In addition, we are under pressure to introduce new and innovative products more often and more quickly because the life cycle of many products has shortened over the last several years. This is due partly to the ability of competitors to introduce similar products that compete directly with our successful new products. As a result, the inability to introduce products in a timely fashion with sufficient margins could have a material adverse impact on our sales.

We depend on sales of products featuring licensed characters and if we lose all or a significant part of our third party licenses, our revenues may decrease.

We derive a significant portion of our revenues from sales of products featuring characters licensed from other parties, including Winnie the Pooh® and Mickey Mouse® and other related characters licensed from Disney Enterprises, Inc., and Sesame Street characters licensed from Sesame Workshop, in the United States and in various foreign countries. These licenses have fixed terms and limit the type of products that may be sold under the licenses. One of our significant licensing agreements with Disney Enterprises, Inc. was renewed in 2002 and will expire at the end of 2004, with an option to renew until the end of 2005 provided that certain conditions are met. Sales of products licensed under this license amounted to 21% of our total net sales for the year ended December 31, 2002. While our management expects this licensing agreement to be renewed at the end of its term, non-renewal of this major licensing agreement or renewal on terms not favorable to us could have a material adverse effect on our business.

A company’s brand is very important to consumers of juvenile products. Some of our competitors have more recognizable brands than we do. We intend to continue to enhance our brand recognition with consumers, but we may not be able to do so. If we do not continue to enhance our brand recognition, our sales could be negatively impacted.

We must be able to identify and anticipate changing consumer preferences in order to keep consumers interested in our products.

The success of our business depends in part on continued consumer demand for our products and our ability to anticipate, gauge, and respond to changing consumer demands for juvenile products in a timely manner. Changes in consumer preferences, such as consumers abandoning traditional retailers, shopping on

We depend heavily on major customers, the loss of which would have a material adverse effect on our results of operations.

Our three largest customers, Wal*Mart, Toys “R” Us, and Target, accounted for approximately 24%, 21% and 17% of net sales in 2002, respectively. Wal*Mart reduced its purchases from us from 1999 to 2001. A significant reduction of purchases by any one of these customers could have a material adverse effect on our sales. Additionally, our largest ten customers accounted for 74% of our net sales in 2002. There could also be a negative effect on our business if any significant customer becomes insolvent or otherwise fails to pay its debts. For example, in 2001 the write-off of certain Kmart receivables as a result of the Kmart bankruptcy had a $.06 negative impact on our 2001 earnings per share.

Conditions affecting the retail industry generally may affect our results of operations.

We could be materially adversely affected by conditions in the retail industry in general, including the continuing consolidation in the retail industry, the resulting decline in the number of retailers and other cyclical economic factors. Also, changes in the way retailers and mass merchandisers do business, such as the creation of competing private-label brands by retailers, could result in a significant reduction of purchases of our products by those retailers, which would have a material adverse effect on our sales and earnings.

We are exposed to economic, political, and other risks through our worldwide operations.

We are subject to the economic and political risks inherent in international operations and their impact on the United States economy in general, including the risks associated with ongoing uncertainties and political and economic instability in many countries around the world, including the war in Iraq, as well as the economic disruption from acts of terrorism, particularly in the aftermath of the terrorist attacks of September 11, 2001 and the response to them by the United States and its allies. These risks include air transportation disruptions, expropriation, currency controls and changes in currency exchange rates, tax and tariff rates, freight rates and social and political unrest.

The market for juvenile products is intensely competitive and our competitors may be stronger than we are.

We compete with many other companies, both domestic and foreign, some of which have diversified product lines, well-known brands and financial, distribution, and marketing resources that are substantially greater than ours. Other major factors that affect competition in the markets in which we compete include prices for products and placement of product with major retailers. Also, a major technological breakthrough or marketing success by a competitor could adversely affect our competitive position. In addition, in countries where the juvenile products market is mature, particularly in the United States, sales growth partly depends on our ability to increase our market share at the expense of our competitors. We may not be able to continue to compete effectively in the juvenile products market.

We do not own or operate our own manufacturing facilities and any significant problems that we experience with independent manufacturers could have a material adverse effect on our results of operations.

We depend upon independent manufacturers to produce high-quality products for us in a timely manner. We also rely upon the availability of sufficient production capacity at our existing manufacturers or the ability to utilize alternative sources of supply. Timely product introductions are essential in the juvenile products industry because our orders are cancelable by customers and, in some cases, subject to monetary penalties imposed by customers, if agreed-upon delivery dates are not met. We may not be able to maintain sufficient inventory levels if our independent manufacturers fail to provide the required production capacity. A failure by one or more of our significant manufacturers to meet established criteria for pricing, product quality or timeliness could also negatively impact our sales and profitability. We have no long-term manufacturing agreements with our suppliers and we compete with other juvenile product companies, including companies that are much larger than us, for access to production facilities. In 2002, our largest supplier, which is located in China, manufactured products that represented approximately 13% of our sales. The loss of or significant problems with this supplier could have a material adverse impact on our results of operations.

Many of our products are manufactured in China and we may experience difficulty or increased expense in shipping these products back into the United States or Europe.

A substantial portion of our products sold in 2002 was manufactured in Asia. Foreign manufacturing is subject to a number of risks including transportation delays and interruptions, the imposition of tariffs, quotas, and other import or export controls, currency fluctuations, misappropriation of intellectual property, political and economic disruptions, and changes in governmental policies. From time to time, the United States Congress has attempted to impose additional restrictions on trade with China. China gained Permanent Normal Trade Relations (PNTR) status with the United States when it acceded to the World Trade Organization, effective January 1, 2002. The United States imposes the lowest applicable tariffs on exports from PNTR countries to the United States. In order to maintain its WTO membership, China has agreed to several requirements, including the elimination of caps on foreign ownership of Chinese companies, lowering tariffs and publicizing its laws. No assurance can be given that China will meet these requirements and remain a member of the WTO, or that its PNTR trading status will be maintained. If China’s WTO membership is withdrawn or if PNTR status for goods produced in China were removed, there could be a substantial increase in tariffs imposed on goods of Chinese origin entering the United States, including those manufactured by us, which could adversely impact our business. The European Community has enacted a quota and tariff system with respect to the importation into the EC of certain toy products originating in China. Although we continue to evaluate alternative sources of supply outside of China, we may not be able to develop alternative sources of supply in a timely and cost-effective manner.

We may have difficulty obtaining sufficient amounts of a particular product or disposing of excess inventory if we miscalculate the amount of a product that we will be able to sell.

Many of our products have relatively long lead times for design and production of product or are manufactured by suppliers in foreign countries. As a result, we must commit to production tooling and to production in advance of orders. If we fail to accurately forecast consumer demand or if there are changes in consumer preferences or market demand after we have made such production commitments, we may encounter difficulty in filling customer orders or in liquidating excess inventory; may find that retailers are canceling orders or returning product; and may have to write off the cost of molds for certain unsuccessful products, all of which may have a material adverse effect on our sales, margins, profit, and brand image.

If the cost of the raw materials used in our products or the cost of transportation of those products increases, we may not be able to sustain our gross profits.

Plastic, paperboard, other materials, and shipping and transportation costs for our products and packaging constitute significant costs to us. The primary resource used in most manufacturing plastics is petroleum, and the cost and availability of plastic for use in our products varies with the price of petroleum. The cost of transporting our products also varies with the cost of oil. High transportation costs or the inability of our suppliers to acquire sufficient plastic, paperboard, and other materials at reasonable prices could adversely affect our ability to sustain our gross profit.

Our international sales are significant to us, and international markets are subject to a number of risks.

Our international sales in 2002 accounted for approximately 13% of our total net sales. In foreign markets, particularly the United Kingdom, France, Germany, and Canada, we compete against long-established companies with well-known brand names. In countries where the juvenile products markets are mature, our sales growth depends on our ability to increase our market share at the expense of well-established local competitors. International sales are also subject to economic downturns and fluctuations in the currencies of foreign countries, and resulting changes in the buying power of consumers in foreign markets, particularly in Asia, and Latin and South America. Although at times we enter into foreign currency forward exchange contracts in order to hedge our exposure to currency fluctuations, we may still encounter unfavorable exchange rates in our transactions with companies in foreign countries. We may not be successful in expanding or sustaining our international sales operations.

Our products for small children and babies are subject to stringent government regulations, which we must comply with or face recalls of our products or fines.

Consumer products in general, and in particular products for babies and infants, are subject to regulation both domestically and internationally. In addition, consumer activist groups put pressure on governments around the world to increase their regulations regarding the safety of the materials used to make products for babies and infants, such as certain kinds of plastic. Our products are subject to the provisions of the Federal Consumer Safety Act, the Federal Hazardous Substances Act, the Federal Flammable Fabrics Act, and the Child Safety Protection Act and the regulations promulgated thereunder. These laws authorize the Consumer Product Safety Commission (CPSC) to protect the public from products that present a substantial risk of injury. The CPSC can require the repurchase or recall by the manufacturer of articles that are found to be defective, and impose fines or penalties on the manufacturer, or recommend the recall of products containing chemicals or other materials deemed by the CPSC to be harmful to children and infants. Similar laws exist in some states and cities and in foreign countries where we market our products. Any recall of our products could have a material adverse effect on our earnings, depending on the particular product.

If our products for small children and infants are faulty, we may be subject to negative publicity and product liability claims that exceed our insurance coverage.

Our juvenile products are developed for and used by small children and infants. If our products have safety problems that we are not aware of or the CPSC recalls a product, we may experience negative publicity that could adversely impact our reputation and our sales. Additionally, we could be subject to product liability suits. We carry product liability insurance in amounts which management deems adequate to cover risks associated with this use; however, existing or future insurance coverage may not be sufficient to cover all product liability risks.

Our intellectual property is very important to us and we may face litigation based on challenges to our intellectual property.

We believe that our intellectual property has significant value. To our knowledge, there are no pending material challenges to our intellectual property. However, from time to time, we have been, and in the future may be, the subject of litigation challenging our ownership of certain intellectual property. We may incur substantial costs in defending such legal actions. Because of the importance of our intellectual property, our business is subject to the risk of claims for intellectual property infringement.

If we do not retain our key personnel our ability to execute our business strategy will be limited.

Our success depends to a significant extent upon the continued service of our executive officers and key management, and our ability to continue to attract, retain, and motivate qualified personnel. Competition for qualified personnel can be intense. The loss of the services of key personnel or the inability to attract and retain additional qualified personnel could have an adverse effect on our operations.

We are exposed to certain market risks, which include changes in United States and international interest rates as well as changes in currency exchange rates as measured against the United States dollar and each other. We attempt to reduce material risks by using foreign currency forward exchange contracts and managing our working capital to minimize currency and interest rate exposure.

Our international operations are subject to certain opportunities and risks, including currency fluctuations. Our international sales in 2002 accounted for 13% of total net sales. The value of the United States dollar affects our financial results, and changes in exchange rates may affect our revenues, gross margins, operating expenses, and retained earnings as expressed in United States dollars. At times, we use forward exchange contracts to hedge cash flows arising from sales denominated in foreign currencies to limit the impact of currency fluctuations. Principal currencies hedged include the Euro, the British Pound, and the

Canadian dollar. We also attempt to minimize currency exposure risk through working capital management. In 2002 and 2001, the impact of foreign exchange gains or losses was not material. We had no outstanding foreign currency forward exchange contracts as of December 31, 2002 and 2001.

In January 1999, certain member countries of the European Union established irrevocable, fixed conversion rates between their currencies and the European Union’s common currency, the Euro. The introduction of the Euro was phased in over a period ended January 1, 2002, when Euro notes and coins came into circulation. The replacement of legacy currencies with the Euro did not have and is not expected to have a material impact on our operations or Consolidated Financial Statements.

Changes in interest rates affect interest income earned on our cash equivalents and short-term investments, composed primarily of United States treasury obligations and short-term money market instruments. We do not attempt to reduce or eliminate our market exposure to changes in interest rates in the United States or in international operations.

Financial Statements listed under Item 15.(a) 1. are included in Part IV of this Annual Report on Form 10-K.

The information required by this item will be included in our definitive proxy statement for the 2003 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be included in our definitive proxy statement for the 2003 Annual Meeting of Stockholders, except that the sections in the definitive proxy statement entitled “Board Compensation Committee Report on Executive Compensation”, “Audit Committee Report” and the “Stock Performance Chart” shall not be deemed incorporated herein by reference to this Annual Report on Form 10-K.

We have two option plans, the 2002 Amended and Restated Equity Incentive Plan and the 2002 Amended and Restated Stock Option Plan for Directors. The following table provides certain aggregate information with respect to all of the Company’s equity compensation plans in effect as of December 31, 2002.

(1) – Includes shares available for future issuance under our 2002 Amended and Restated Equity Incentive Plan, generally used for grants to employees. Also includes shares available under our 2002 Amended and Restated Stock Option Plan for Directors.

(2) – The Company has no equity compensation plans not approved by shareholders.

For additional information about these plans, please see Note 6 of our Consolidated Financial Statements.

The information required by this section will be included in our definitive proxy statement for the 2003 Annual Meeting of Stockholders and is incorporated by reference.

The information required by this item will be included in our definitive proxy statement for the 2003 Annual Meeting of Stockholders and is incorporated herein by reference.

14(a) Within the 90-day period prior to the filing of this Annual Report on Form 10-K, an evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and the operation of our disclosure controls and procedures. Based on that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and are operating in an efficient manner.

14(b) There were no significant changes in our internal controls or other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses, subsequent to the date of their most recent evaluation.

Consolidated Statements of Income for the Years Ended December 31, 2002, 2001, and 2000

Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2002, 2001, and 2000

Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001, and 2000

15(a) 2. Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2002, 2001, and 2000

Other schedules are omitted because of the absence of conditions under which they are required or because the required information is given in the financial statements or notes thereto.


	*	Confidential Treatment has been granted with respect to portions of this document by the Securities and Exchange Commission.

No reports on Form 8-K were filed during the last quarter of the fiscal year covered by this report.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	By:	/s/ RONALD J. SIDMAN



	Ronald J. Sidman, Chief Executive Officer,
	Chairman of the Board of Directors, and President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


	2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

	3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

	4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

	c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	6. The registrant’s other certifying officer and I have indicated in this Annual Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	By:	/s/ RONALD J. SIDMAN



	Ronald J. Sidman
	Chairman, President, and Chief Executive Officer


	1. I have reviewed this Annual Report on Form 10-K of The First Years Inc.;

	2. Based on my knowledge, this Annual Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Annual Report;

	3. Based on my knowledge, the financial statements, and other financial information included in this Annual Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Annual Report;

	4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:


	a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Annual Report is being prepared;

	b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this Annual Report (the “Evaluation Date”); and

	c) presented in this Annual Report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;


	5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):


	a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

	b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and


	6. The registrant’s other certifying officer and I have indicated in this Annual Report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


	By:	/s/ JOHN R. BEALS



	John R. Beals
	Senior Vice President — Finance and Treasurer,
	(Chief Financial Officer and
	Chief Accounting Officer)

To the Board of Directors and Stockholders of
The First Years Inc.
Avon, Massachusetts

We have audited the accompanying consolidated balance sheets of The First Years Inc. and subsidiary as of December 31, 2002 and 2001, and the related consolidated statements of income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2002. Our audits also included the financial statement schedule listed in the Index at Item 15(a) 2. These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of The First Years Inc. and subsidiary as of December 31, 2002 and 2001, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

Business — The First Years Inc., a Massachusetts corporation (the “Company”), is a developer, marketer, and distributor of basic accessories and related products for infants and toddlers. The Company was founded and incorporated in 1952. Since its inception, the Company has engaged in this single line of business, with one class of similar products. The following is a summary of the Company’s significant accounting policies.

Basis of Reporting — The consolidated financial statements include the accounts of The First Years Inc. and the Company’s wholly owned subsidiary. All significant intercompany accounts and transactions have been eliminated.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The primary estimates underlying the Company’s consolidated financial statements include allowances for doubtful accounts, obsolete inventories, and sales returns. Actual results could differ from those estimates.

Revenue Recognition — In accordance with Staff Accounting Bulletin No. 101, the Company recognizes revenue when products are shipped or delivered and substantial risks of ownership transfer to the customer, a firm sales agreement is in place, and collectibility of the fixed or determinable sales price is reasonably assured. Common to our industry, customers may be authorized to return selected products and the Company reduces sales and accounts receivables for actual returns and estimates future returns based on historical trends and information available to us, including the pattern of returns immediately following the reporting period. Amounts billed to customers for shipping and handling are included in net sales.

Sales Incentives — Costs associated with sales incentives to promote the Company’s products, including costs related to cooperative advertising programs, slotting fees or buydowns, and certain rebates, are reflected as a reduction of revenue when recognized.

Cash and Cash Equivalents — Highly liquid investments with a maturity of three months or less when purchased have been classified as cash and cash equivalents. Such investments are carried at cost, which approximates market value.

Inventories — Inventories are stated at the lower of cost (first-in, first-out) or market. Inventories consist principally of finished goods, unpackaged components, and supplies.

Property, Plant, and Equipment — Property, plant, and equipment is stated at cost. Depreciation is provided based on the estimated useful lives of the various classes of assets (building and improvements, 15 to 40 years; machinery and molds, 5 to 10 years; furniture and equipment, 5 to 10 years) using the straight-line method.

Income Taxes — Deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates.

Stock-Based Compensation — Pursuant to Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation,” the Company applies the recognition and measurement principles of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees,” to its stock options and other stock-based compensation plans. These plans are more fully described in Note 6.

In accordance with APB No. 25, compensation cost for stock options is recognized in income based on the excess, if any, of the quoted market price of the stock at the grant date of the award or other measurement date over the amount an employee must pay to acquire the stock. Generally, the exercise price for stock

options granted to employees equals or exceeds the fair market value of the Company’s common stock at the date of grant, thereby resulting in no recognition of compensation expense by the Company.

The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation. The estimated fair value of each of the Company’s options is calculated using the Binomial option-pricing model.

Earnings Per Share — Basic earnings per share is computed by dividing net income by the weighted-average number of shares outstanding. Diluted earnings per share includes the dilutive effect of stock options.

Product Development Costs — Product development costs are expensed as incurred. During 2002, 2001, and 2000, product development costs approximated $6,387,000, $4,970,000, and $4,246,000, respectively.

Foreign Currency Remeasurement — The Company’s functional currency is the U.S. dollar. Accordingly, monetary assets and liabilities of the Company’s foreign operations are remeasured from the respective local currency to the U.S. dollar using year-end exchange rates while non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the year. Accordingly, remeasurement adjustments and transaction gains and losses are recognized as income (loss) in the year of occurrence and are recorded as a component of cost of products sold.

Derivative Instruments — The Company uses derivative financial instruments in the form of foreign currency forward exchange contracts to manage foreign currency risks on future cash flows emanating from sales denominated in foreign currencies. Foreign currency forward exchange contracts are used to offset changes in the fair value of certain assets and liabilities resulting from transactions with third parties denominated in foreign currencies. It is the Company’s policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes.

All foreign currency forward exchange contracts are denominated in currencies of major industrial countries. All of the foreign currency forward exchange contracts, although effective hedges from an economic perspective, have not been designated as hedges for accounting purposes. These contracts are recognized on the consolidated balance sheet at fair value with the changes in fair value recognized in the consolidated statements of income as a component of cost of products sold. We had no outstanding foreign currency forward exchange contracts as of December 31, 2002 and 2001.

Fair Value of Financial Instruments — The fair value of the Company’s assets and liabilities which constitute financial instruments as defined in SFAS No. 107 approximate their recorded value.

Treasury Stock — Shares of common stock repurchased by the Company are recorded at cost as treasury stock and result in a reduction of stockholders’ equity in the consolidated balance sheet.

Reporting Comprehensive Income — Comprehensive income was equal to net income for the years ended December 31, 2002, 2001 and 2000.

Reclassifications — Certain reclassifications were made to prior year amounts in order to conform with the current year presentation. See New Accounting Pronouncements.

The Company adopted the consensus in EITF Issue No. 01-09 on January 1, 2002. EITF Issue No. 01-09 was issued to codify and reconcile EITF Nos. 00-14, 00-22, and 00-25 which address the accounting for consideration given by a vendor to a customer. With the adoption of this EITF in 2002, sales incentives of approximately $6.3 million, and $4.7 million for years ended December 31, 2001, and 2000 respectively, were reclassified as a reduction to net sales and a corresponding reduction to selling, general, and administrative expenses in the consolidated statements of income. The adoption of this consensus had no impact on operating income and net income.

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 142 was effective for the Company as of January 1, 2002. SFAS No. 142 supersedes APB Opinion No. 17, “Intangible Assets,” and requires that goodwill and intangible assets with indefinite lives no longer be amortized, but reviewed for impairment at least annually. Intangible assets that are not deemed to have an indefinite life will continue to be amortized over their useful lives. The adoption of this statement did not have a material impact on its consolidated statements of income, consolidated financial position or results of operations.

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of.” The statement retains the previously existing accounting requirements related to the recognition and measurement of the impairment of long-lived assets to be held and used while expanding the measurement requirements of long-lived assets to be disposed of by sale to include discontinued operations. It also expands the previously existing reporting requirements for discontinued operations to include a component of an entity that either has been disposed of or is classified as held for sale. The Company implemented SFAS No. 144 on January 1, 2002. The adoption of this statement did not have a material impact on its consolidated financial position or results of operations.

In July 2002, the FASB issued SFAS No. 146, “Accounting For Costs Associated with Exit or Disposal Activities.” The statement requires costs associated with exit or disposal activities to be recognized when they are incurred rather than at the date of a commitment to an exit or disposal plan. The requirements of SFAS No. 146 are effective for exit or disposal activities initiated after January 1, 2003.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure — an amendment of SFAS No. 123,” which provides optional transition guidance for those companies electing to voluntarily adopt the accounting provisions of SFAS No. 123. In addition, the statement mandates certain new disclosures that are incremental to those required by SFAS No. 123. The Company will continue to account for stock-based compensation in accordance with APB No. 25. As such, the Company does not expect this standard to have a material impact on its consolidated financial position or

results of operations. The Company has adopted the disclosure-only provisions of SFAS No. 148 as of December 31, 2002.

In January 2003, the FASB issued Interpretation No. 46, “Consolidation for Variable Interest Entities, an Interpretation of APB No. 51” which requires all variable interest entities (VIEs) to be consolidated by the primary beneficiary. The primary beneficiary is the entity that holds the majority of the beneficial interest in the VIE. In addition, the interpretation expands the disclosure requirements for both variable interest entities that are consolidated as well as VIEs from which the entity is the holder of a significant amount of beneficial interests, but not the majority. FIN 46 is effective for all new VIEs created or acquired after January 31, 2003. For VIEs created or acquired prior to February 1, 2003, the provisions of FIN 46 must be applied for the first interim or annual period beginning after June 15, 2003. The Company is evaluating the effect that the adoption of FIN 46 will have on its results of operations and financial condition. However, as the Company is not involved in any special purpose entities, it does not anticipate that the effect of adopting this interpretation will be material to its consolidated statements of income, consolidated financial position or results of operations.

During 2002 and 2001, the Company had available an unsecured line of credit totaling $10,000,000 with a bank. The line is subject to annual renewal at the option of the bank and requires no compensating balances. The line bears interest at the prime rate or the LIBOR rate plus 1.75%. No short-term borrowings were incurred by the Company during 2002 or 2001. As of December 31, 2002 and 2001, no balance was outstanding. The line of credit will expire in November 2003.

Components of the Company’s net deferred tax asset at December 31 are as follows:

There was no valuation allowance for the years ended December 31, 2002, 2001, and 2000.

A reconciliation of the statutory federal income tax rate and the effective tax rate as a percentage of pretax income is as follows:

In 2002 and 2001, the Company purchased 2,600 and 42,700 shares, respectively, of its common stock at an aggregate purchase price of $25,853 and $416,875, respectively under its standing stock repurchase program. In 2002 and 2001, the Company acquired 22,283 and 13,767 shares, respectively, through delivery of mature shares by an employee for the exercise of stock options.

In November 2001, the Board of Directors authorized the Company to repurchase up to 900,000 shares of the Company’s common stock through a modified “Dutch Auction” tender offer, and, in the event of an over-subscription within a specified range, to accept shares on a pro rata basis at a price range of $10.65 to $12.65. The Company completed repurchases under this authorization during 2001 and purchased 1,014,498 shares of common stock, representing approximately 11% of the shares outstanding prior to the tender offer, at an aggregate purchase price of $12,833,400. The costs associated with this transaction totaled $584,088, of which $21,877 was incurred in 2002.

Forward Exchange Contracts — During 2001, the Company entered into forward exchange contracts with a bank whereby the Company was committed to deliver foreign currency at predetermined rates. The contracts expired within the year. The Company had no foreign currency forward exchange contracts outstanding as of December 31, 2002 and 2001. Net gains or losses on the settlement of foreign currency forward exchange contracts, reported in cost of products sold in the consolidated statements of income, were not material to the Company’s operating income or net income for the years ended December 31, 2002, 2001, or 2000.

Other Commitments — At December 31, 2002 and 2001, the Company had no letters of credit outstanding.

Royalties — The Company enters into license agreements with inventors, designers and others for the use of intellectual property in its products. These agreements provide for the payment of royalties on sales of

certain character and patent licensed products. Existing agreements have terms ranging from one to three years. Royalty expenses were $5,386,000, $5,377,000, and $6,387,000 in 2002, 2001, and 2000, respectively, and are reflected in cost of products sold in the accompanying consolidated statements of income.

Also, certain of these agreements contain provisions for the payment of guaranteed or minimum royalty amounts. Such amounts are subject to change based upon actual sales performance in each period. Total required minimum royalty payments were $3,890,000 and $4,439,000 for the periods ended December 31, 2002 and 2001, respectively. Under terms of existing agreements, and after giving effect to the renewal of our most significant domestic agreement (see Note 7), the Company may, provided the other party meets their contractual commitment, be required to pay amounts estimated as follows:

In addition, the Company has $928,723 of prepaid royalties included as a component of prepaid expenses and other current assets in the December 31, 2002 balance sheet.

At December 31, 2002, the Company had approximately $1,439,800 in outstanding inventory purchase commitments.

During 1999, the Company entered into an employment agreement with an executive officer which provides for annual base salary of $364,000 through September 30, 2004, subject to any increases approved from time to time at the discretion of the Compensation Committee of the Board of Directors. In the event of termination, the agreement provides for certain payments depending on the nature of the termination.

The Company has entered into employment agreements with certain other executive officers. The various agreements provide for payments related to change of control events, agreements not to compete with the Company, and severance payments depending on the nature of the executive’s termination.

Contingencies — The Company is involved in legal proceedings which have arisen in the ordinary course of business. Management believes the outcome of these proceedings will not have a material adverse impact on the Company’s financial condition or operating results.

Defined Contribution Plans — The Company has a defined contribution trusteed benefit plan covering eligible employees, requiring annual contributions based upon certain percentages of salaries of employees. Company contributions aggregated $753,000, $504,000, and $551,000 in 2002, 2001, and 2000, respectively. The Company sponsors a 401(k) defined contribution plan covering substantially all Company employees pursuant to which the Company is obligated to match, up to specified amounts, employee contributions. Company contributions to this plan were not material for the periods presented.

Stock Option Plans — The Company has stock option plans under which officers, employees, non-employees, and non-employee directors may be granted options to purchase shares of the Company’s authorized but unissued common stock. As of December 31, 2002, substantially all of our employees were participants in The First Years Inc. 2002 Amended and Restated Equity Incentive Plan and all non-employee directors were participants in The First Years Inc. 2002 Amended and Restated Stock Option Plan for Directors (collectively, the Option Plans). All stock option grants are made after a review by, and with the approval of, the Compensation Committee of the Board of Directors.

The Company’s Board of Directors has reserved 2,980,000 shares for issuance under the Option Plans. As of December 31, 2002, there are 579,069 options available for future grant under the Option Plans. The exercise price for the incentive stock options granted under the Option Plans may not be less than the fair market value of the common stock at the date of grant, 110% of fair market value in the case of options granted to a 10% stockholder.

In 2001 and 2000, a director of the Company received options to purchase 12,766 and 12,435 shares, respectively, of the Company’s Common Stock at an exercise price of $8.25 and $7.625, respectively, per share as compensation for consulting services. The Company recorded a charge to operations of $60,000 and $50,000 in 2001 and 2000, respectively, for the compensation expense related to the stock option grants.

Under the Option Plans, employees of the Company may purchase stock on the exercise of their options through the delivery of existing shares of the Company’s common stock. The shares delivered to the Company by the employee must have been outstanding for at least six months. The Company acquired 22,283 and 13,767 shares of its common stock for the years ended December 31, 2002 and 2001, respectively, through the delivery of mature shares by an employee for the exercise of stock options.

Options granted must be exercised within the period prescribed by the Compensation Committee; the options vest in accordance with the vesting provisions prescribed at the time of grant.

A summary of activity of stock options granted under the Option Plans is as follows:

The grant date fair value for options granted in 2002, 2001, and 2000 was $6.37, $5.19, and $4.74, respectively. The following table sets forth information regarding stock options outstanding at December 31, 2002 under the Stock Option Plans as described above:

As described in Note 1, the Company applies the intrinsic value method of APB No. 25 and related interpretations in accounting for its Option Plans. Accordingly, no compensation cost has been recognized for options granted to employees. The Company has adopted the disclosure-only provisions of SFAS No. 123, as amended by SFAS No. 148, and has presented such disclosure in Note 1.

For purposes of the pro forma disclosures, the fair value of the options granted under the Company’s stock option plans during 2002, 2001, and 2000 was estimated on the date of grant using the Binomial option-pricing model. Key assumptions used to apply this pricing model are as follows:

The pro forma disclosures include the effects of options granted in 2002, 2001, and 2000.

Concentrations of Credit Risk — Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash equivalents, trade receivables and forward foreign currency exchange contracts (see Note 5). The Company’s cash equivalents consist of money market funds placed with major banks and financial institutions. The Company’s trade receivables principally include amounts due from retailers who are geographically dispersed. The Company’s three largest customers accounted for 69% and 61% of the trade receivables outstanding at December 31, 2002 and 2001, respectively. The Company routinely assesses the financial strength of its customers. The Company purchases credit insurance for certain of its foreign customers to limit its potential exposure to foreign trade receivable credit risks. The Company routinely assesses the financial strength of the bank which is the counterparty to the forward exchange contracts and as of December 31, 2002 management believes it had no significant exposure to credit counterparty risks.

Major Customers and Export Sales — The Company derived 10% or more of its net sales from its three largest customers. The Company’s largest customer accounted for net sales of approximately $32,339,000,

$29,833,000, and $31,685,000 in 2002, 2001, and 2000, respectively. The Company’s second largest customer accounted for net sales of approximately $27,630,000, $24,892,000, and $25,639,000 in 2002, 2001, and 2000, respectively. The Company’s third largest customer accounted for net sales of approximately $22,978,000, $20,015,000, and $17,336,000 in 2002, 2001, and 2000. No other customer accounted for 10% or more of the Company’s sales. Net export sales, primarily to Europe, Canada, South America, and the Pacific Rim, were approximately $17,312,000, $14,813,000, and $14,429,000 in 2002, 2001, and 2000, respectively.

Reliance on Licensed Products — The Company derives a significant portion of its net sales from products under license. Net sales of products licensed under the most significant domestic licensing agreement amount to approximately $28,194,000, $28,432,000, and $30,250,000 or 21%, 23%, and 23% of the Company’s total net sales for the years ended December 31, 2002, 2001, and 2000, respectively. This licensing agreement was renewed in 2002 and will expire at the end of 2004, with an option to renew until the end of 2005 provided certain conditions are met.

Reliance on Foreign Manufacturers — The Company does not own or operate its own manufacturing facilities. In 2002, 2001, and 2000, the Company derived approximately 74%, 69%, and 69%, respectively, of its net sales from products manufactured by others in the Far East, primarily in China. A change in suppliers could cause a delay in manufacturing and a possible loss of sales, which could affect operating results adversely, depending on the particular product.

Computation of the earnings per share (EPS) in accordance with SFAS No. 128 is as follows:

As of December 31, 2002, options to purchase 1,119,950 shares of common stock were not included in the computation of diluted EPS because the options’ exercise price was greater than the average price of the common shares. The options, which expire in 2003 to 2012, had exercise prices ranging from $9 to $17 per share. The options were still outstanding at the end of 2002.

As of December 31, 2001, options to purchase 426,487 shares of common stock were not included in the computation of diluted EPS because the options’ exercise price was greater than the average price of the common shares. The options, which expire in 2004 to 2009, had exercise prices ranging from $13 1/2to $17 per share. The options were still outstanding at the end of 2001.

As of December 31, 2000, options to purchase 498,865 shares of common stock were not included in the computation of diluted EPS because the options’ exercise price was greater than the average price of the common shares. The options, which expire in 2007 to 2010, had exercise prices ranging from $9 5/8to $17 per share. The options were still outstanding at the end of 2000.

The Company operates in one business segment. It engages in the single line of business of developing and marketing one class of similar products for infants and toddlers distributed through the same channels.

Within this operating segment, the Company had net sales of approximately $91,653,000, $84,046,000, and $84,787,000 related to The First Years brand sales and approximately $42,739,000, $41,738,000, and $43,967,000 related to licensed and specialty sales in 2002, 2001, and 2000, respectively.

For marketing purposes, the Company’s product line consists of three categories, Feeding & Soothing, Play and Discover, and Care and Safety. Net sales by product category for the year ended December 31 is as follows (in thousands):

As of December 31, 2002 and 2001, the Company has $2,054,028 and $1,554,726, respectively of molds located in various foreign countries which are considered long-lived assets.

See footnote 7 for discussion of major customers, export sales, and licensed product sales.

Selected quarterly financial data for the years ended December 31, 2002 and 2001 is as follows:

Basic and diluted earnings per share are computed independently for each of the periods presented. Accordingly, the sum of the quarterly earnings per share amounts may not agree to the total for the year.


(1)	Quarterly amounts adjusted to reflect certain reclassifications.

(2)	During the 4th quarter of 2001, the Company recorded a specific charge for a bad debt write-off of approximately $952,000 relating to the Kmart bankruptcy.


(1)	Net accounts written off.

(2)	Includes write-off of certain Kmart receivables of approximately $952,000.


	*	Confidential Treatment has been granted with respect to portions of this document by the Securities and Exchange Commission.

IV-24 EX-10.5 3 b45664fyexv10w5.txt EX-10.5 2002 AMEND. & REST. EQUITY INCENTIVE PLAN EXHIBIT 10.5 THE FIRST YEARS INC. 2002 AMENDED AND RESTATED EQUITY INCENTIVE PLAN 1. PURPOSE The purpose of this 2002 Amended and Restated Equity Incentive Plan (the "Plan") is to advance the interests of The First Years Inc. (the "Company"), by enhancing its ability to attract and retain employees and other persons or entities who are in a position to make significant contributions to the success of the Company and its subsidiaries through ownership of shares of the Company's common stock ("Stock"). The Plan is intended to accomplish these goals by enabling the Company to grant Awards in the form of Options, Stock Appreciation Rights, Restricted Stock or Unrestricted Stock Awards, Deferred Stock Awards, Performance Awards, Loans or Supplement Grants, or combinations thereof, all as more fully described below. 2. ADMINISTRATION Unless otherwise determined by the Board of Directors of the Company (the "Board"), the Plan will be administered by a Committee of the Board designated for such purpose (the "Committee"). The Committee shall consist of at least two directors. A majority of the members of the Committee shall constitute a quorum, and all determinations of the Committee shall be made by a majority of its members. Any determination of the Committee under the Plan may be made without notice or meeting of the Committee by a writing signed by a majority of the Committee members. So long as the Stock is registered under the Securities Exchange Act of 1934 (the "1934 Act"), all members of the Committee shall be non-employee directors within the meaning of Rule 16b-3 under the 1934 Act. The Committee will have authority, not inconsistent with the express provisions of the Plan and in addition to other authority granted under the Plan, to (a) grant Awards at such time or times as it may choose; (b) determine the size of each Award, including the number of shares of Stock subject to the Award; (c) determine the type or types of each Award; (d) determine the terms and conditions of each Award; (e) waive compliance by a Participant (as defined below) with any obligations to be performed by the Participant under an Award and waive any term or condition of an Award; (f) amend or cancel an existing Award in whole or in part (and if an award if canceled, grant another Award in its place on such terms as the Board shall specify), except that the Board may not, without the consent of the holder of an Award, take any action under this clause with respect to such Award if such action would adversely affect the rights of such holder; (g) prescribe the form or forms of instruments that are required or deemed appropriate under the Plan, including any written notices and elections required of Participants, and change such forms from time to time; (h) adopt, amend and rescind rules and regulations for the administration of the Plan; and (i) interpret the Plan and decide any questions and settle all controversies and disputes that may arise in connection with the Plan. Such determinations and actions of the Board, and all other determinations and actions of the Board made or taken under authority granted by any provision of the Plan, will be conclusive and will bind all parties. Nothing in this paragraph shall be construed as limiting the power of the Committee to make adjustments under Section 7.3 or Section 8.6. If permissible under applicable law, the Board or the Committee may allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any portion of its responsibilities and powers to any other person selected by it. Any such allocation or delegation may be revoked by the Board or the Committee at any time. 3. EFFECTIVE DATE AND TERM OF PLAN The Plan became effective on the date on which it was initially approved by the stockholders of the Company. No Award may be granted under the Plan after January 7, 2013, but Awards previously granted may extend beyond that date. 4. SHARES SUBJECT TO THE PLAN Subject to the adjustment as provided in Section 8.6 below, the aggregate number of shares of Stock that may be delivered under the Plan will be 2,420,000. If any Award requiring exercise by the Participant for delivery of Stock terminates without having been exercised in full, or if any Award payable in Stock or cash is satisfied in cash rather than Stock, the number of shares of Stock as to which such Award was not exercised or for which cash was substituted will be available for future grants. If any Stock purchased on exercise of an Option is paid for through the delivery of shares of Stock or if shares of Stock are held back by the Company, or delivered to the Company, to satisfy a tax withholding requirement on an Award, the number of shares of Stock delivered to or held back by the Company shall be available for future grants. The maximum number of shares for which Options and Stock Appreciation Rights may be granted to any individual over the life of the Plan shall be 1,200,000, which limitation shall be construed and applied consistently with the rules under Section 162(m) of the Internal Revenue Code of 1986 as amended (the "Code"). Stock delivered under the Plan may be either authorized but unissued Stock or previously issued Stock acquired by the Company and held in treasury. No fractional shares of Stock will be delivered under the Plan. 5. ELIGIBILITY AND PARTICIPATION Those eligible to receive Awards under the Plan ("Participants") will be persons in the employ of the Company or any of its subsidiaries ("Employees") and other persons or entities (including without limitation non-Employee directors of the Company or a subsidiary of the Company) who, in the opinion of the Committee, are in a position to make a significant contribution to the success of the Company or its subsidiaries. A "subsidiary" for purposes of the Plan will be a corporation in which the Company owns, directly or indirectly, stock possessing 50% or more of the total combined voting power of all classes of stock. 6. TYPES OF AWARDS 6.1. OPTIONS (a) NATURE OF OPTIONS. An Option is an Award entitling the recipient on exercise thereof to purchase Stock at a specified exercise price. Both "incentive stock options," as defined in Section 422 of the Code (any Option intended to qualify as an incentive stock option being hereinafter referred to as an "ISO"), and Options that are not incentive stock options, may be granted under the Plan. ISOs shall be awarded only to Employees. (b) EXERCISE PRICE. The exercise price of an Option will be determined by the Board subject to the following: (1) The exercise price of an ISO shall not be less than 100% (110% in the case of an ISO granted to a ten-percent stockholder) of the fair market value of the Stock subject to the Option, determined as of the time the Option is granted. A "ten-percent stockholder" is any person who at the time of grant owns, directly or indirectly, or is deemed to own by reason of the attribution rules of section 424(d) of the Code, stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or of any of its subsidiaries. (2) In no case may the exercise price paid for Stock which is part of an original issue of authorized Stock be less than the par value per share of the Stock. (3) The Committee may reduce the exercise price of an Option at any time after the time of grant, but in the case of an Option originally awarded as an ISO, only with the consent of the Participant. (c) DURATION OF OPTIONS. The latest date on which an Option may be exercised will be the tenth anniversary (fifth anniversary, in the case of an ISO granted to a ten-percent stockholder) of the day immediately preceding the date the Option was granted, or such earlier date as may have been specified by the Committee at the time the Option was granted. (d) EXERCISE OF OPTIONS. Options granted under any single Award will become exercisable at such time or times, and on such conditions, as the Committee may specify. The Committee may at any time and from time to time accelerate the time at which all or any part of the Option may be exercised. Any exercise of an Option must be in writing, signed by the proper person and delivered or mailed to the Company, accompanied by (1) any documents required by the Committee and (2) payment in full in accordance with paragraph (e) below for the number of shares for which the Option is exercised. (e) PAYMENT FOR STOCK. Stock purchased on exercise of an Option must be paid for as follows: (1) in cash or by check (acceptable to the Company in accordance with guidelines established for this purpose), bank draft or money order payable to the order of the Company or (2) if so permitted by the instrument evidencing the Option (or in the case of an Option which is not an ISO, by the Committee at or after grant of the Option), (i) through the delivery of shares of Stock which have been outstanding for at least six months (unless the Committee expressly approves a shorter period) and which have a fair market value on the last business day preceding the date of exercise equal to the exercise price, or (ii) by delivery of a promissory note of the Option holder to the Company, payable on such terms as are specified by the Committee, or (iii) by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price, or (iv) by any combination of the permissible forms of payment; provided, that if the Stock delivered upon exercise of the Option is an original issue of authorized Stock, at least so much of the exercise price as represents the par value of such Stock must be paid other than by the Option holder's promissory note or personal check. (f) DISCRETIONARY PAYMENTS. If the market price of shares of Stock subject to an Option (other than an Option which is in tandem with a Stock Appreciation Right as described in Section 6.2 below) exceeds the exercise price of the Option at the time of its exercise, the Committee may cancel the Option and cause the Company to pay in cash or in shares of Common Stock (at a price per share equal to the fair market value per share) to the person exercising the Option an amount equal to the difference between the fair market value of the Stock which would have been purchased pursuant to the exercise (determined on the date the Option is canceled) and the aggregate exercise price which would have been paid. The Committee may exercise its discretion to take such action only if it has received a written request from the person exercising the Option, but such a request will not be binding on the Committee. 6.2. STOCK APPRECIATION RIGHTS (a) NATURE OF STOCK APPRECIATION RIGHTS. A Stock Appreciation Right is an Award entitling the recipient on exercise of the Right to receive an amount, in cash or Stock or a combination thereof (such form to be determined by the Committee), determined in whole or in part by reference to appreciation in Stock value. In general, a Stock Appreciation Right entitles the Participant to receive, with respect to each share of Stock as to which the Right is exercised, the excess of the share's fair market value on the date of exercise over its fair market value on the date the Right was granted. However, the Committee may provide at the time of grant that the amount the recipient is entitled to receive will be adjusted upward or downward under rules established by the Committee to take into account the performance of the Stock in comparison with the performance of other stocks or an index or indices of other stocks. The Committee may also grant Stock Appreciation Rights providing that following a Change of Control of the Company, as defined in Paragraph 7.3 ("Change of Control") as determined by the Committee, the holder of such Right will be entitled to receive, with respect to each share of Stock subject to the Right, an amount equal to the excess of a specified value (which may include an average of values) for a share of Stock during a period preceding such Change of Control over the fair market value of a share of Stock on the date the Right was granted. (b) GRANT OF STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted in tandem with, or independently of, Options granted under the Plan. A Stock Appreciation Right granted in tandem with an Option which is not an ISO may be granted either at or after the time the Option is granted. A Stock Appreciation Right granted in tandem with an ISO may be granted only at the time the Option is granted. (c) RULES APPLICABLE TO TANDEM AWARDS. When Stock Appreciation Rights are granted in tandem with Options, the following will apply: (1) The Stock Appreciation Right will be exercisable only at such time or times, and to the extent, that the related Option is exercisable and will be exercisable in accordance with the procedure required for exercise of the related Option. (2) The Stock Appreciation Right will terminate and no longer be exercisable upon the termination or exercise of the related Option, except that a Stock Appreciation Right granted with respect to less than the full number of shares covered by an Option will not be reduced until the number of shares as to which the related Option has been exercised or has terminated exceeds the number of shares not covered by the Stock Appreciation Right. (3) The Option will terminate and no longer be exercisable upon the exercise of the related Stock Appreciation Right. (4) The Stock Appreciation Right will be transferable only with the related Option. (5) A Stock Appreciation Right granted in tandem with an ISO may be exercised only when the market price of the Stock subject to the Option exceeds the exercise price of such option. (d) EXERCISE OF INDEPENDENT STOCK APPRECIATION RIGHTS. A Stock Appreciation Right not granted in tandem with an Option will become exercisable at such time or times, and on such conditions, as the Committee may specify. The Committee may at any time accelerate the time at which all or any part of the Right may be exercised. Any exercise of an independent Stock Appreciation Right must be in writing, signed by the proper person and delivered or mailed to the Company, accompanied by any other documents required by the Committee. 6.3. RESTRICTED AND UNRESTRICTED STOCK (a) NATURE OF RESTRICTED STOCK AWARD. A Restricted Stock Award entitles the recipient to acquire, for a purchase price equal to par value, shares of Stock subject to the restrictions described in paragraph (d) below ("Restricted Stock"). (b) ACCEPTANCE OF AWARD. A Participant who is granted a Restricted Stock Award will have no rights with respect to such Award unless the Participant accepts the Award by written instrument delivered or mailed to the Company accompanied by payment in full of the specified purchase price, if any, of the shares covered by the Award. Payment may be by certified or bank check or other instrument acceptable to the Committee. (c) RIGHTS AS A STOCKHOLDER. A Participant who receives Restricted Stock will have all the rights of a stockholder with respect to the Stock, including voting and dividend rights, subject to the restrictions described in paragraph (d) below and any other conditions imposed by the Committee at the time of grant. Unless the Committee otherwise determines, certificates evidencing shares of Restricted Stock will remain in the possession of the Company until such shares are free of all restrictions under the Plan. (d) RESTRICTIONS. Except as otherwise specifically provided by the Plan, Restricted Stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of, and if the Participant ceases to be an Employee or otherwise suffers a Status Change (as defined at Section 7.2(a) below) for any reason, must be offered to the Company for purchase for the amount of cash paid for the Stock, or forfeited to the Company if no cash was paid. These restrictions will lapse at such time or times, and on such conditions, as the Committee may specify. The Committee may at any time accelerate the time at which the restrictions on all or any part of the shares will lapse. (e) NOTICE OF ELECTION. Any Participant making an election under Section 83(b) of the Code with respect to Restricted Stock must provide a copy thereof to the Company within 10 days of the filing of such election with the Internal Revenue Service. (f) OTHER AWARDS SETTLED WITH RESTRICTED STOCK. The Committee may, at the time any Award described in this Section 6 is granted, provide that any or all the Stock delivered pursuant to the Award will be Restricted Stock. (g) UNRESTRICTED STOCK. The Committee may, in its sole discretion, approve the sale to any Participant of shares of Stock free of restrictions under the Plan for a price which is not less than the par value of the Stock. 6.4. DEFERRED STOCK A Deferred Stock Award entitles the recipient to receive shares of Stock to be delivered in the future. Delivery of the Stock will take place at such time or times, and on such conditions, as the Committee may specify. The Committee may at any time accelerate the time at which delivery of all or any part of the Stock will take place. At the time any Award described in this Section 6 is granted, the Committee may provide that, at the time Stock would otherwise be delivered pursuant to the Award, the Participant will instead receive an instrument evidencing the Participant's right to future delivery of Deferred Stock. 6.5. PERFORMANCE AWARDS; PERFORMANCE GOALS (a) NATURE OF PERFORMANCE AWARDS. A Performance Award entitles the recipient to receive, without payment, an amount in cash or Stock or a combination thereof (such form to be determined by the Committee) following the attainment of Performance Goals. Performance Goals may be related to personal performance, corporate performance, departmental performance or any other category of performance deemed by the Committee to be important to the success of the Company. The Committee will determine the Performance Goals, the period or period during which performance is to be measured and all other terms and conditions applicable to the Award. (b) OTHER AWARDS SUBJECT TO PERFORMANCE CONDITION. The Committee may, at the time any Award described in this Section 6 is granted, impose the condition (in addition to any conditions specified or authorized in this Section 6 or any other provision of the Plan) that Performance Goals be met prior to the Participant's realization of any payment or benefit under the Award. 6.6. LOANS AND SUPPLEMENTAL GRANTS (a) LOANS. The Company may make a loan to a Participant ("Loan"), either on the date of or after the grant of any Award to the Participant. A Loan may be made either in connection with the purchase of Stock under the Award or with the payment of any Federal, state and local income tax with respect to income recognized as a result of the Award. The Committee will have full authority to decide whether to make a Loan and to determine the amount, terms and conditions of the Loan, including the interest rate (which may be zero), whether the Loan is to be secured or unsecured or with or without recourse against the borrower, the terms on which the Loan is to be repaid and the conditions, if any, under which it may be forgiven. However, no Loan may have a term (including extensions) exceeding ten years in duration. (b) SUPPLEMENTAL GRANTS. In connection with any Award, the Committee may at the time such Award is made or at a later date, provide for and grant a cash award to the Participant ("Supplemental Grant") not to exceed an amount equal to (1) the amount of any Federal, state and local income tax on ordinary income for which the Participant may be liable with respect to the Award, determined by assuming taxation at the highest marginal rate, plus (2) an additional amount on a grossed-up basis intended to make the Participant whole on an after-tax basis after discharging all the Participant's income tax liabilities arising from all payments under this Section 6. Any payments under this subsection (b) will be made at the time the Participant incurs Federal income tax liability with respect to the Award. 7. EVENTS AFFECTING OUTSTANDING AWARDS 7.1. DEATH If a Participant dies, the following will apply: (a) All Options and Stock Appreciation Rights held by the Participant immediately prior to death, to the extent then exercisable, may be exercised by the Participant's executor or administrator or the person or persons to whom the Option or Right is transferred by will or the applicable laws of descent and distribution, at any time within the one year period ending with the first anniversary of the Participant's death (or such shorter or longer period as the Committee may determine), and shall thereupon terminate. In no event, however, shall an Option or Stock Appreciation Right remain exercisable beyond the latest date on which it could have been exercised without regard to this Section 7. Except as otherwise determined by the Committee, all Options and Stock Appreciation Rights held by a Participant immediately prior to death that are not then exercisable shall terminate at death. (b) Except as otherwise determined by the Committee, all Restricted Stock held by the Participant must be transferred to the Company (and, in the event the certificates representing such Restricted Stock are held by the Company, such Restricted Stock will be so transferred without any further action by the Participant) in accordance with Section 6.3 above. (c) Any payment or benefit under a Deferred Stock Award, Performance Award, or Supplemental Grant to which the Participant was not irrevocably entitled prior to death will be forfeited and the Award canceled as of the time of death, unless otherwise determined the Committee. 7.2. TERMINATION OF SERVICE (OTHER THAN BY DEATH) If a Participant who is an Employee ceases to be an Employee for any reason other than death, or if there is a termination (other than by reason of death) of the consulting, service or similar relationship in respect of which a non-Employee Participant was granted an Award hereunder (such termination of the employment or other relationship being hereinafter referred to as a "Status Change"), the following will apply: (a) Except as otherwise determined by the Committee, all Options and Stock Appreciation Rights held by the Participant that were not exercisable immediately prior to the Status Change shall terminate at the time of the Status Change. Any Options or Rights that were exercisable immediately prior to the Status Change will continue to be exercisable for a period of three months (or such longer period as the Committee may determine), and shall thereupon terminate, unless the Award provides by its terms for immediate termination in the event of a Status Change or unless the Status Change results from a discharge for cause which in the opinion of the Committee casts such discredit on the Participant as to justify immediate termination of the Award. In no event, however, shall an Option or Stock Appreciation Right remain exercisable beyond the latest date on which it could have been exercised without regard to this Section 7. For purposes of this paragraph, in the case of a Participant who is an Employee, a Status Change shall not be deemed to have resulted by reason of (i) a sick leave or other bona fide leave of absence approved for purposes of the Plan by the Committee, so long as the Employee's right to reemployment is guaranteed either by statute or by contract, or (ii) a transfer of employment between the Company and a subsidiary or between subsidiary, or to the employment of a corporation (or a parent or subsidiary corporation of such corporation) issuing or assuming an option in a transaction to which section 424(a) of the Code applies. (b) Except as otherwise determined by the Committee, all Restricted Stock held by the Participant at the time of the Status Change must be transferred to the Company (and, in the event the certificates representing such Restricted Stock are held by the Company, such Restricted Stock will be so transferred without any further action by the Participant) in accordance with Section 6.3 above. (c) Any payment or benefit under a Deferred Stock Award, Performance Award, or Supplemental Grant to which the Participant was not irrevocably entitled prior to the Status Change will be forfeited and the Award canceled as of the date of such Status Change unless otherwise determined by the Committee. 7.3. CERTAIN CORPORATE TRANSACTIONS. Upon the occurrence of a Change of Control as defined in this Section 7.3: (a) Each outstanding Option shall automatically become fully exercisable, notwithstanding any provision to the contrary herein and shall remain exercisable until the expiration of the term of the Option. (b) The Committee, in its sole discretion, may determine to make each Stock Appreciation Right exercisable in full; remove the restrictions from each outstanding share of Restricted Stock; cause the Company to make payment under each outstanding Deferred Stock Award, Performance Award and Supplemental Grant; forgive all or any portion of the principal or interest on a loan; and remove or waive any condition or restriction on any Award to the extent it may determine appropriate. (c) A "Change of Control" shall be deemed to have occurred if the event set forth in any one of the following paragraphs shall have occurred: (1) any Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 25% or more of the combined voting power of the Company's then outstanding securities, excluding any Person who becomes a Beneficial Owner in connection with a transaction described in Clause (i) of Paragraph (3) below; or, (2) the following individuals cease for any reason to constitute a majority of the number of directors then serving; individuals who, on May 20, 1999, constitute the Board of Directors and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest), whose appointment or election by the Board was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or (3) there is consummated a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least 60% of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company) representing 25% or more of the combined voting power of the Company's then outstanding securities; or (4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition of the Company of all or substantially all of the Company's assets, other than a sale or disposition by the Company of all or substantially all of the Company's assets to an entity, at least 60% of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale. For purposes of this Section 7.3(c), "Beneficial Owner" shall have the meaning set forth in Rule 13d-3 under the Exchange Act; "Exchange Act" shall mean the Securities and Exchange Act of 1934, as amended from time to time; and "Person" shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any of its subsidiaries; (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its "affiliates" within the meaning set forth in Rule 12b-2 promulgated under Section 12 of the Exchange Act; (iii) an underwriter temporarily holding securities pursuant to an offering of such securities; or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company. 8. GENERAL PROVISIONS 8.1. DOCUMENTATION OF AWARDS Awards will be evidenced by such written instruments, if any, as may be prescribed by the Committee from time to time. Such instruments may be in the form of agreements to be executed by both the Participant and the Company, or certificates, letters or similar instruments, which need not be executed by the Participant but acceptance of which will evidence agreement to the terms thereof. 8.2. RIGHTS AS A STOCKHOLDER, DIVIDEND EQUIVALENTS Except as specifically provided by the Plan, the receipt of an Award will not give a Participant rights as a stockholder; the Participant will obtain such rights, subject to any limitations imposed by the Plan or the instrument evidencing the Award, upon actual receipt of Stock. However, the Committee may, on such conditions as it deems appropriate, provide that a Participant will receive a benefit in lieu of cash dividends that would have been payable on any or all Stock subject to the Participant's Award had such Stock been outstanding. Without limitation, the Committee may provide for payment to the Participant of amounts representing such dividends, either currently or in the future, or for the investment of such amounts on behalf of the Participant. 8.3. CONDITIONS ON DELIVERY OF STOCK The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove restriction from shares previously delivered under the Plan (a) until all conditions of the Award have been satisfied or removed, (b) until, in the opinion of the Company's counsel, all applicable federal and state laws and regulation have been complied with, (c) if the outstanding Stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of notice of issuance, and (d) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing such Stock bear an appropriate legend restricting transfer. If an Award is exercised by the Participant's legal representative, the Company will be under no obligation to deliver Stock pursuant to such exercise until the Company is satisfied as to the authority of such representative. 8.4. TAX WITHHOLDING The Company will withhold from any cash payment made pursuant to an Award an amount sufficient to satisfy all federal, state and local withholding tax requirements (the "withholding requirements"). In the case of an Award pursuant to which Stock may be delivered, the Committee will have the right to require that the Participant or other appropriate person remit to the Company an amount sufficient to satisfy the withholding requirements, or make other arrangements satisfactory to the Committee with regard to such requirements, prior to the delivery of any Stock. If and to the extent that such withholding is required, the Committee may permit the Participant or such other person to elect at such time and in such manner as the Committee provides to have the Company hold back from the shares to be delivered, or to deliver to the Company, Stock having a value calculated to satisfy the withholding requirement. The Committee may make such share withholding mandatory with respect to any Award at the time such Award is made to a Participant. If at the time an ISO is exercised the Committee determines that the Company could be liable for withholding requirements with respect to a disposition of the Stock received upon exercise, the Committee may require as a condition of exercise that the person exercising the ISO agree (a) to inform the Company promptly of any disposition (within the meaning of section 424(c) of the Code) of Stock received upon exercise, and (b) to give such security as the Committee deems adequate to meet the potential liability of the Company for the withholding requirements and to augment such security from time to time in any amount reasonably deemed necessary by the Committee to preserve the adequacy of such security. 8.5. NONTRANSFERABILITY OF AWARDS Except as otherwise specified by the Committee, no Award (other than an Award in the form of an outright transfer of cash or Unrestricted Stock) may be transferred other than by will or by the laws of descent and distribution, and during an employee's lifetime an Award requiring exercise may be exercised only by the Participant (or in the event of the Participant's incapacity, the person or persons legally appointed to act on the Participant's behalf). 8.6. ADJUSTMENTS IN THE EVENT OF CERTAIN TRANSACTIONS (a) In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in the Company's capitalization, or other distribution to common stockholders other than normal cash dividends, after the effective date of the Plan, the Committee will make any appropriate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4 above. (b) In any event referred to in paragraph (a), the Committee will also make any appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to Awards and any other provision of Awards affected by such change. The Committee may also make such adjustments to take into account material changes in law or in accounting practices or principles, mergers, consolidations, acquisitions, dispositions or similar corporate transactions, or any other event, if it is determined by the Committee that adjustments are appropriate to avoid distortion in the operation of the Plan. 8.7. EMPLOYMENT RIGHTS, ETC. Neither the adoption of the Plan nor the grant of Awards will confer upon any person any right to continued retention by the Company or any subsidiary as an Employee or otherwise, or affect in any way the right of the Company or subsidiary to terminate an employment, service or similar relationship at any time. Except as specifically provided by the Committee in any particular case, the loss of existing or potential profit in Awards granted under the Plan will not constitute an element of damages in the event of termination of an employment, service or similar relationship even if the termination is in violation of an obligation of the Company to the Participant. 8.8. DEFERRAL OF PAYMENTS The Committee may agree at any time, upon request of the Participant, to defer the date on which any payment under an Award will be made. 8.9. PAST SERVICES AS CONSIDERATION Where a Participant purchases Stock under an Award for a price equal to the par value of the Stock the Committee may determine that such price has been satisfied by past services rendered by the Participant. 8.10. FORFEITURE PROVISIONS The Committee may establish provisions that require the Participant to forfeit an Award, or the economic value of an Award, upon the occurrence of certain events that it may specify, including breach by a Participant of agreements with the Company. 9. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION Neither adoption of the Plan nor the grant of Awards to a Participant will affect the Company's right to grant to such Participant awards that are not subject to the Plan, to issue to such Participant Stock as a bonus or otherwise, or to adopt other plans or arrangements under which Stock may be issued to Employees. The Committee may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, or may at any time terminate the Plan as to any further grants of Awards, provided that (except to the extent expressly required or permitted by the Plan) no such amendment will, without the approval of the stockholders of the Company, effectuate a change for which stockholder approval is required in order for the Plan to continue to qualify for the award of ISOs under Section 422 of the Code. EX-10.6 4 b45664fyexv10w6.txt EX-10.6 2002 AMEND. & REST. STOCK OPTION PLAN EXHIBIT 10.6 THE FIRST YEARS INC. 2002 AMENDED AND RESTATED STOCK OPTION PLAN FOR DIRECTORS 1. PURPOSE The purpose of this 2002 Amended and Restated Stock Option Plan for Directors (the "Plan") is to advance the interests of The First Years Inc. (the "Company"), by enhancing the ability of the Company to attract and retain directors who are in a position to make significant contributions to the success of the Company and to reward directors for such contributions through ownership of shares of the Company's common stock (the "Stock"). 2. ADMINISTRATION The Plan shall be administered by a committee (the "Committee") of the Board of Directors (the "Board") of the Company designated by the Board for that purpose. Unless and until a Committee is appointed, the Plan shall be administered by the entire Board, and references in the Plan to the "Committee" shall be deemed references to the Board. The Committee shall have authority, not inconsistent with the express provisions of the Plan (a) to issue options granted in accordance with the formula set forth in this Plan to such directors as are eligible to receive options and to amend the formula from time to time; (b) to issue options on a discretionary basis to such eligible directors as the Committee shall choose; (c) to prescribe the form or forms of instruments evidencing options and any other instruments required under the Plan and to change such forms from time to time; (d) to adopt, amend and rescind rules and regulations for the administration of the Plan and to waive any conditions of any award; and (e) to interpret the Plan and to decide any questions and settle all controversies and disputes that may arise in connection with the Plan. Such determinations of the Committee shall be conclusive and shall bind all parties. 3. EFFECTIVE DATE AND TERM OF THE PLAN The Plan became effective on the date on which the Plan was initially approved by the Board of Directors of the Company, subject to approval by the stockholders of the Company. No option shall be granted under the Plan after January 7, 2013, but options previously granted may extend beyond that date. 4. SHARES SUBJECT TO THE PLAN (a) NUMBER OF SHARES. Subject to adjustment as provided in Section 4(c), the aggregate number of shares of Stock that may be delivered upon the exercise of options granted under the Plan shall be 560,000. If any option granted under the Plan terminates without having been exercised in full, the number of Shares of Stock as to which such option was not exercised shall be available for future grants within the limits set forth in this Section 4(a). If any Stock purchased on exercise of an Option is paid for through the delivery of shares of Stock or if shares of Stock are held back by the Company, or delivered to the Company, to satisfy a tax withholding requirement on an Award, the number of shares of Stock delivered to or held back by the Company shall not be available for future grants. (b) SHARES TO BE DELIVERED. Shares delivered under the Plan shall be authorized but unissued Stock or, if the Board so decides in its sole discretion, previously issued Stock acquired by the Company and held in treasury. No fractional shares of Stock shall be delivered under the Plan. (c) CHANGES IN STOCK. In the event of a stock dividend, stock split or combination of shares, recapitalization or other change in the Company's capital stock, after the effective date of the Plan, the number and kind of shares of stock or securities of the Company subject to options then outstanding or subsequently granted under the Plan, the maximum number of shares or securities that may be delivered under the Plan, the exercise price, and other relevant provisions shall be appropriately adjusted by the Committee, whose determination shall be binding on all persons. 5. ELIGIBILITY FOR OPTIONS Directors eligible to receive options ("Eligible Directors") shall be those directors of the Company who are not employees of the Company or of any subsidiary of the Company; provided that the Committee may in its discretion choose to designate as an Eligible Director, for some or all purposes of this Plan, a director of a subsidiary of the Company, whether or not employed by the Company or a subsidiary. 6. TERMS AND CONDITIONS OF OPTIONS (a) NUMBER OF OPTIONS (i) Each Eligible Director, upon his or her election to the Board, shall be awarded an option covering 10,000 shares of Stock, which will become fully vested in three equal annual installments commencing on the first anniversary of such election. On the date of each annual meeting, following the election of directors, each Eligible Director who served on the Board for the entire previous twelve months shall be awarded an option covering 5,000 shares of Stock. The options awarded under this paragraph (a)(i) shall be collectively referred to as the "Formula Options." (ii) The Committee shall also have the authority under the Plan to award options to purchase stock to Eligible Directors in such amounts and on such terms not inconsistent with this Plan, as it shall determine at the time of the award. The options awarded under this paragraph (a)(ii) shall be collectively referred to as the "Discretionary Options." (b) EXERCISE PRICE. The exercise price of each option shall be 100% of the fair market value per share of the Stock at the time the option is granted. In no event, however, shall the option price be less, in the case of an original issue of authorized stock, than par value per share. For purposes of this paragraph, (A) the fair market value of a share of Stock on any date shall be the Closing Price on such day or, if there were no Closing Price on such day, the latest day prior thereto on which there was a Closing Price; and (B) the "Closing Price" of the Stock on any business day will be the last sale price as reported on the principal market on which the Stock is traded or, if no last sale is reported, then the mean between the highest bid and lowest asked prices on that day. (c) DURATION OF OPTIONS. The latest date on which an option may be exercised (the "Final Exercise Date") shall be the date which is ten years from the date the option was granted. (d) EXERCISE OF OPTIONS (i) Each Formula Option shall become exercisable to the full extent of all shares covered thereby immediately upon the date of the grant; provided, however, that the options covering 10,000 shares of Stock awarded upon an Eligible Director's initial election shall become exercisable in three equal annual installments commencing on the first anniversary of such election. (ii) Each Discretionary Option shall become exercisable at such time or times as the Committee shall determine. (iii) Any exercise of any option shall be in writing, signed by the proper person and delivered or mailed to the Company, accompanied by (1) any documentation required by the Committee and (2) payment in full for the number of shares for which the option is exercised. (iv) The Committee shall withhold from the number of shares otherwise issuable to the individual upon exercise a number of shares with a fair market value equal to any federal, state, or local withholding tax requirements due upon the exercise of the option. (v) If an option is exercised by the executor or administrator of a deceased director, or by the person or persons to whom the option has been transferred by the director's will or the applicable laws of descent and distribution, the Company shall be under no obligation to deliver Stock pursuant to such exercise until the Company is satisfied as to the authority of the person or persons exercising the option. (e) PAYMENT FOR AND DELIVERY OF STOCK. Stock purchased under the Plan shall be paid for as follows: (i) in cash or by check (acceptable to the Company in accordance with guidelines established for this purpose), bank draft, or money order payable to the order of the Company; (ii) through the delivery of shares of Stock (which, in the case of shares of Stock acquired from the Company, have been outstanding for at least six months) having a fair market value on the last business day preceding the date of exercise equal to the purchase price; (iii) by delivery of an unconditional and irrevocable undertaking by a broker to deliver promptly to the Company sufficient funds to pay the exercise price; or (iv) by any combination of the permissible form of payment; provided that if the Stock delivered upon exercise of the option is an original issue of authorized Stock, at least so much of the exercise price as represents the par value of such Stock shall be paid other than with a personal check or promissory note of the option holder. An Option Holder shall not have the rights of a stockholder with regard to awards under the Plan except as to Stock actually received by him or her under the Plan. The Company shall not be obligated to deliver any shares of Stock (a) until, in the opinion of the Company's counsel, all applicable federal and state laws and regulations have been complied with; (b) if the outstanding stock is at the time listed on any stock exchange, until the shares to be delivered have been listed or authorized to be listed on such exchange upon official notice of issuance; and (c) until all other legal matters in connection with the issuance and delivery of such shares have been approved by the Company's counsel. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the option, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of such Act and may require that the certificates evidencing such Stock bear an appropriate legend restricting transfer. (f) NONTRANSFERABILITY OF OPTIONS. Except as otherwise specified by the Committee, no option may be transferred other than by will, by the laws of descent and distribution, or to immediate family members as defined in Rule 16a-1(e) under the Securities and Exchange Act of 1934, to a trust for the benefit of immediate family members, or to partnerships and corporations whose sole equity owners are immediate family members, and during a director's lifetime an option may be exercised only by him or her, or by a valid transferee under this Section 6(f). (g) DEATH. Upon the death of any Eligible Director granted options under this Plan, unless the Committee determines otherwise, all options not then exercisable shall terminate. All options held by the director that are exercisable immediately prior to death may be exercised by his or her executor or administrator, or by the person or persons to whom the option is transferred by will or the applicable laws of descent or distribution, at any time within one year after the director's death (subject, however, to the limitations of Section 6(c) regarding the maximum exercise period for such option). After completion of that one-year period, such options shall terminate to the extent not previously exercised. (h) OTHER TERMINATION OF STATUS OF DIRECTOR. Except as the Committee may otherwise specify, if a director's service with the Company terminates for any reason other than death, all options held by the director that are not then exercisable shall terminate. Options that are exercisable on the date of termination shall continue to be exercisable for a period of three years (subject to Section 6(c)). After completion of that three-year period, such options shall terminate to the extent not previously exercised, expired or terminated. (i) MERGERS, ETC. In the event of a consolidation or merger in which the Company is not the surviving corporation (other than a consolidation or merger in which the holders of Stock of the Company acquire a majority of the voting stock of the surviving corporation) or which results in the acquisition of substantially all the Company's outstanding Stock by a single person or entity or by a group of persons and/or entities acting in concert, or in the event of a sale or transfer of substantially all of the Company's assets or a dissolution or liquidation of the Company, all options hereunder will terminate; provided that 20 days prior to the effective date of any such merger, consolidation, sale, dissolution, or liquidation, all options outstanding hereunder that are not otherwise exercisable shall become immediately exercisable. 7. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT, TERMINATION AND EFFECTIVENESS Neither adoption of the Plan nor the grant of options to a director shall affect the Company's right to grant to such director options that are not subject to the Plan, to issue to such directors Stock as a bonus or otherwise, or to adopt other plans or arrangements under which Stock may be issued to directors. The Committee may at any time terminate the Plan as to any further grants of options. The Committee may at any time or times amend the Plan for any purpose which may at the time be permitted by law. EX-10.16 5 b45664fyexv10w16.txt EX-10.16 EMPLOYEE CONTRACT WITH BARRY BOEHME EXHIBIT 10.16 EMPLOYEE AGREEMENT This Agreement is made as of the 12th day of January, 2003 (the "Effective Date") by and between Barry Boehme ("I") and THE FIRST YEARS INC. (the "Company"). In consideration of my employment with the Company, its subsidiaries, affiliates, successors, or assigns, and the compensation hereafter paid to me by the Company, I agree as follows: 1) I recognize that during my employment with the Company I will receive, develop, or otherwise acquire information which is of a confidential or secret nature. Except as authorized in writing by the Company, I will not disclose or use, directly or indirectly, during or after my employment with the Company, any information of the Company which I obtain during the course of my employment, including information relating to inventions, products, product specifications, processes, procedures, machinery, apparatus, prices, discounts, manufacturing costs, business affairs, future business or product plans, ideas, technical data, the Company's customers, sources of supply, planned advertising, promotion or marketing, or other information which is of a secret or confidential nature, whether or not acquired or developed by me. My obligation under this paragraph shall not apply to information known by me prior to my employment with the Company, information generally known in the Company's field of business, information known to others hereafter without fault by me, or information disclosed to me by a third party without restriction and without breach of obligation to the Company. 2) I will communicate to the Company promptly and fully all discoveries, improvements, and inventions (hereinafter called "inventions") and all writings, drawings, and other works of authorship (hereinafter called "works of authorship") made or conceived or created or authored by me (either solely or jointly with others) during my employment and, as to inventions, for six months thereafter which are along the lines of the actual or anticipated business, work, or investigations of the Company or which result from or are suggested by any work I may do for the Company; and such inventions, whether patented or not, and works of authorship and any copyrights therein, arising from my employment shall be and remain the sole and exclusive property of the Company or its nominees. 3) I will, during my employment, keep and maintain adequate and current written records of all such inventions and works of authorship, in the form of notes, drafts, layouts, sketches, drawings, reports and the like relating thereto, which records shall be and remain the property of and available to the Company at all times. 4) I will, during and after my employment with the Company, without charge to the Company, but at its request and expense, assist the Company and its nominees in every proper way to obtain and vest in it or them title to, and to maintain and support the validity of, patents and copyrights on the inventions and works of authorship referred to in paragraph 2, above, in all countries by executing all necessary or desirable documents, including applications for patents and copyrights, assignments thereof, assignments of priority rights thereof and such other lawful documents as may be requested, and I agree to do such other lawful acts as may be requested for said purposes. 5) Upon the termination of my employment by the Company, I agree to deliver to the Company all property of the Company, including all documents and things evidencing or relating to the subject matter of this Agreement, and including without limitation, the documents referred to in Paragraph 3 above. 6) During the course of my employment by the Company, and for a period of 12 months after the termination of my employment by the Company for any reason whatsoever, I shall not engage or become interested, directly or indirectly, as an employee, owner, consultant, officer, director or partner, through stock ownership, investment of capital, lending of money or property, rendering of services or otherwise, either alone or in association with others, in the operation of any type of business or enterprise competitive with the Company's business of developing, marketing, and distributing products for infants, toddlers, and young children (a "competitor company,") regardless of where such competitor company sells its products or where such competitor company is located. 7) My holding (individually or otherwise) of any investment in any business or enterprise other than the Company shall not be deemed to be a violation of Paragraph 6 if such investment does not constitute over 5% of the outstanding issue of such security, and I do not otherwise accept employment with, act as a consultant to, become an officer, director, or partner of, or otherwise become actively associated with the issuer of such security. 8) I recognize, acknowledge and agree that the foregoing limitations of Paragraphs 6 and 7 are reasonable and properly required for the adequate protection of the Company's business and do not preclude me from pursuing my livelihood. However, if any such limitation is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable. 9) In further consideration of my services and the agreement not to compete set forth in Paragraph 6, the Company agrees that in the event the Company terminates my employment for any reason (other than in the event of my death, Disability, or for Cause as defined in Paragraph 10 below), then the Company (1) will continue to pay me my base salary (then in effect) for a twelve (12) month period (to be paid in twenty-six (26) equal bi-weekly installments), reduced by the amount, if any, that I earn from other employment during such 12-month period; and (2) continue to provide the medical and dental benefits (then in effect) via COBRA at the Company's expense for the same 12-month period, provided I continue to comply with my obligations under Paragraphs 1 (one) through 7(seven) plus 11 (eleven) during such 12-month period. Notwithstanding the foregoing, I will not participate in the Company's Annual Incentive Plan, 1993 Equity Incentive Plan (or similar cash-based or equity-based bonus plans then in effect for executive officers), or Pension/401K Plans during such 12-month post-employment period. Although I am not under any obligation to seek new employment, in the event I do obtain new employment during such 12-month period, the Company will cease providing the benefits on the day I obtain new employment. In the event I leave the employ of the Company voluntarily, no severance payments and/or benefits will be paid to me by the Company. 10)Termination for Cause for purposes of this Agreement shall be limited to termination for: (i) My gross, willful, and deliberate failure to perform a substantial portion of my duties hereunder for reasons other than disability, which failure continues for more than sixty (60) days after the Company gives written notice to me, setting forth in reasonable detail the nature of such failure; or (ii) conviction of a felony by a court of competent jurisdiction which is upheld upon appeal to a higher court, or upon the lapse of an appeal period if no appeal is taken from such conviction. a) Disability, for purposes of this Agreement, shall be limited to the following situations: (1) If I suffer any illness, disability, or incapacity which prevents me from substantially performing my duties, and such illness, disability or incapacity shall be deemed by a duly-licensed physician (who may be my personal physician) to be permanent; or (2) I am unable to substantially perform my duties for a period of twelve (12) consecutive months by reason of illness, disability, or incapacity, and the Board, by majority vote of its members, determines that I am permanently disabled. 11)During the course of my employment with the Company and for a period of twelve (12) months following termination of my employment, I will not, either individually or on behalf of or through any third party, directly or indirectly, hire, retain, entice, solicit or encourage any Company employee or consultant to leave the Company, nor will I directly or indirectly, be involved in the hiring, retaining or recruitment of any Company employee or consultant. This provision shall prohibit the aforesaid activities by me with respect to any person both while such person is an employee or consultant of the Company, and for ninety (90) days thereafter. 12)If I violate any provisions of this Agreement, then the time limitations set forth in this Agreement shall be extended for a period of time equal to the period of time during which such breach occurs and, in the event the Company is required to seek relief from such breach before any court, board, or other tribunal, then the time limitation shall be extended for a period of time equal to the pendency of such proceedings, including all appeals. 13)I acknowledge that any breach of this Agreement by me may give rise to irreparable injury to the Company, which may not be adequately compensated by damages. Moreover, I acknowledge that to the extent that any breach of this Agreement by me may give rise to injury to the Company, which may be adequately compensated by damages, such damages are difficult or impossible to calculate. Accordingly, in the event of a breach or threatened breach of Paragraphs 1 through 7 of this Agreement by me, the Company shall have, in addition to any remedies it may have at law, the right to an injunction or other equitable relief to prevent the violation of its rights hereunder. 14) a) The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. b) This Agreement supersedes all previous agreements, written or oral, between the Company and me relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by the Company and me. This Agreement shall be binding upon me and my heirs and personal representatives, and shall inure to the benefit of the Company and its successors, assigns and nominees, provided that Paragraph 1 above shall be binding upon such heirs and personal representatives only to the extent that they obtain from me confidential information of the Company. c) No delay or omission by the Company in exercising any right under this Agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion is effective only in that instance and shall not be construed as a bar to or waiver of any right on any other occasion. d) I expressly consent to be bound by the provisions of this Agreement for the benefit of the Company or any parent, subsidiary, or affiliate thereof, without the necessity for any separate execution of this Agreement in favor of such parent, subsidiary, or affiliate. e) This Agreement is governed by the laws of the Commonwealth of Massachusetts, without giving effect to conflict of laws provisions thereof. By: /s/ Barry Boehme 1/12/03 ----------------------------------- --------------------- Name Date Agreed to and accepted by: THE FIRST YEARS INC. By: /s/ Ronald J. Sidman 2/12/03 ----------------------------------- --------------------- Ronald J. Sidman Date President, CEO and Chairman of the Board EX-21.1 6 b45664fyexv21w1.txt EX-21.1 LIST OF SUBSIDIARIES OF THE REGISTRANT EXHIBIT 21.1 LISTING OF SUBSIDIARIES OF THE REGISTRANT As of December 31, 2002, the Company had the following subsidiary: The First Years Inc. (a Delaware Corporation) EX-23.1 7 b45664fyexv23w1.txt EX-23.1 CONSENT OF DELOITTE & TOUCHE LLP EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statements No. 33-67880, No. 33-87196, No. 33-94888, No. 333-60617 and No. 333-42466 of The First Years Inc. on Form S-8 of our report dated March 6, 2003, appearing in this Annual Report on Form 10-K of The First Years Inc. for the year ended December 31, 2002. /S/ DELOITTE & TOUCHE LLP Boston, Massachusetts March 28, 2003 EX-99.1 8 b45664fyexv99w1.txt EX-99.1 CERTIFICATION OF CEO AND CFO Exhibit 99.1 CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (A) AND (B) OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of The First Years Inc., (the "Company"), does hereby certify, to such officer's knowledge, that: The Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (the "Form 10-K") of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 28, 2003 By: /s/ RONALD J. SIDMAN ------------------------------------- RONALD J. SIDMAN, CHIEF EXECUTIVE OFFICER, CHAIRMAN OF THE BOARD OF DIRECTORS, AND PRESIDENT Date: March 28, 2003 By: /s/ JOHN R. BEALS ------------------------------------- JOHN R. BEALS, TREASURER AND SENIOR VICE PRESIDENT -- FINANCE (CHIEF FINANCIAL OFFICER AND CHIEF ACCOUNTING OFFICER) A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. 10-K 9 b45664fye10vkxpdfy.pdf COURTESY PDF begin 644 b45664fye10vkxpdfy.pdf M)5!$1BTQ+C(-)>+CS],-"C$X-"`P(&]B:@T\/"`-+TQI;F5AF4@,C0S#2]);F9O(#$X M,R`P(%(@#2]2;V]T(#$X-2`P(%(@#2]0][T_EVK. MV6^Y^-X'3%U/:K\G-^Q>QU_^^_^7(Z M>NU^SHV3+)*:_VW_O=?XNG;^;LZ-79(*_3Y?3[W./Y23TB>QX/_:?^^!7(G% MD_X8[KJA]CVOYK'/IVM0KNUL"-=2X?F)C8=NY._N7?;][^_?:XVO:R3U>7\X M]CIA5E?6NK/&IZ.13+[][E!.4IN',M!5^R36'99.:+9H--#EG%L>C-C^; MY_DEYW7S0'H]'G;Q5]P^5W(^9N'^$POZ_`H/95=\>[MFT:S5EVVVMFD\V<^3 MMXT_[?9\"YQ\.QFPJS;($>?-"FJ;;KCN%^W>)+ M2.$\"\+F`"I>UF2Q<-+K@F-_MI[WA&H$>3_[8=<;PVU@[_=Y:*W3*=@F_6[S M/;5;LRP_(X4ST-F;$>&L,0N%"XL%CT?[)`QF2Z]]GE_SZ)3FJKW&IR/63^)X M>"Q';]NJ-X_G[EW6;W)>-Q_)S9BR2?L\E-LE-^RZM7K3+(O;]RV!KD(+#5`X M>Z\]+/WINJT^PBAMB"_4@#XZ`4YLC(*"2DH:'0U@3D<'(A4R&QN#N4H@`&8) M"DJ`U#$I*;FX>$!U(%C`;`=GL8:&0HT"&@\U!6P'BXL+5`*L&"@K*"B"*H9P M!M"4T-`(D!C0+5`6)(-`'83F9BB++2T-S7(TDZ'^`'/!+@!R!06%0(8BN()P MO2@&(,(*(88(`R4E%;AG@%Y%2&`3$Q04A@8Q-+"!!(8.H!VT*I2`IC!M8:*R`MS<#`:0808`!.RPCJ#65N9'-T'0@,3DX(#`@4B`-+T9I'0@,C`V(#`@4B`-/CX@#65N9&]B:@TR,#@@,"!O8FH-/#P@#2]4 M:71L92`H271E;2`W+DUA;F%G96UE;G0G7-I'0@,C`X(#`@4B`- M/CX@#65N9&]B:@TR,3`@,"!O8FH-/#P@#2]4:71L92`H271E;2`Q+D)U'0@72`-+T9O;G0@/#P@+T8Q,2`R M,S0@,"!2("]&,3(@,C$Y(#`@4B`O1C$S(#(Q."`P(%(@+T8Q-"`R,C@@,"!2 M(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A M8V4@/#P@+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD;V)J#3(Q-2`P(&]B:@T\ M/"`-+U1Y<&4@+T5N8V]D:6YG(`TO1&EF9F5R96YC97,@6R`Q("]Y96X@+VX@ M72`-/CX@#65N9&]B:@TR,38@,"!O8FH-/#P@+T9I;'1E/_[FX(R>'^_V,,[?^^/-7N:?*6(_`_X"(?M/ MN;VB?][\`$(VB)K[>QC7[_WQ`*@F0^RGXU^7OX[L/_D/B/ZY\>/6CQML#@ZB MLY+9?U?]D6SITOQNPAI4S?9=_'<^ZR8VOL:I/^RV?U_5VW>,36Z!4E'Q?Q[. M^5R+N>?S\"SFX95;^I^''R#```.H>Q4*96YD6[(1^"4XW6&$WI().+DY:(0K#I:@JL%8'9>J MJ!Z5!Y["W7V*.+;4.V@:QM^3.<5PA]7>W0@O=K_;B#7P\<-)^3Y&LQ!81VU?)THC?YCPM?_#)H^<0$FK90J',4);PN2CO?&;( MA_T(,`#5.VXJ"F5N9'-T7!E("]4>7!E,2`-+T9I MB`O<75O=&5S:6YG M;&4@#2]S;&%S:"`O86UP97)S86YD("]AR^*"PH7E[MP%Q%Q(DJT.C$:WZ\4'S`^DAB>X?U:9)_LBP5V@96W[(-]PNZR MO$'>FKB*6M%I-&DUV([&)IEFG+9:;>D8;A/S4B!R*1 M<0291)"K"'(=07P(DN+O$@GP'[V'W@@("<@/N,Q2LVZP?L-Z'4@$Y@0Z`W_" M%-@D>Q6[C7T53\,?$2&$)B@BR+(L:%G]\N#ED\'K@S.#[Z\XN<+$P3AJSJ.0 MY)#O0L4K0U9FKIQ?E;3JNS!5V,MP)QE&UD2LCM!&O%@]P=W`%7._C?PH4D_M MI,9X*WF.J/"HBN@5T6>C;](Q=!__;?Y%_GR,=TUK;'"L(=;+@4,<_3@Z^N:Y M[_D;%B,$*>0MR6S.)"T8E#C?NT:`0OS3NIG2X5R[PJCQ9+C;N"`*SQ@H<&28 MB0M*69N65W\OZP1;WW2^J:$I3:=K*%(HM94UFFKBG%"9FTWMNG,,K-E%PV9\ M7\OV1^IO*]JY,`&?D7KJ+NN&ZQV-4XW$X4]_B\_9^SM&O,25T;Z;MRG8`.QD M\DC)]&5JH'MPR$I;VXVMW@L$H!9M9*I$G*2D@0"_*+?H7!+")38IA!3GAZK? M@;_(@=6'3H'PP3=@V1O60OI+4M6!J35:O897YG7LMMULS6D/H M[?9&&V]XT-8_S.]VFZVN40+.,"?(=(4H54[+9^J[:GR$WMW@-%)]GA[/^-CI M4[1L\12I*JDZ+^8)U0:/E%]EK;+5.(@BG^+J-#72U7.EE[Z\S2F\?L2JO)V_1XUE293^JL-32Z&XD^7.*L,^B,,I>JN[*?*/Q*]6<0 M0X%XQ[.)KVG'B'?@8J^AO<-@-1,<4.)7!6_\4$$:I$`VW#!"B_`IH:.Z2VK1 MF#7&2F)BMV,SC*?@5EE/)L"+!!* M<1:.R5&0_T<6U6HT4_V*3J&H0BFES^.F4O=!8Y&XIVA"-(A9M1IC-4\B MDTGD5E57/7]$>U<]7I5>>:H2R].I-6)*TBWS.CP==AL]..KI:3=X/9'Z,O5) M3/-)L]]FB:?"V]OM[36>=];VT573M5,-#J_86]Y7BLF=735VGMUA=EKX%XQM M)A/EAZ?[+[M>V27K=-A[UK"-7V)XD`M.#V/W@)C+/`'<)I\!2)"C3,W"7O(M]B+YS[W8/-O_!2PL&T>'P280 M"S:Q&`F8)P$A?I'^2WHF[\3(![RD@VGO%_(%R>H]ZRF8]1*N`U&`^WL0#4IH MF`CRR:;%[=@>95G:A\J+?Z.9>/Q>_\1GUUQEN_]=;KL?UYDEV8,17BW^H73@ M2WX3\S56QX:6.$R*VX9,K1[>A+-P!Q^^PG\N$AZC95(VIQE$,\?!,A1<6[JJ M!EED!;O\HPK-V18"'F6_?#IQZ?H#XO:3WL]O4<^W/(8!!U.*DG)HE;!.69UA MUW$'IQU.KXVPN#P&#^^![\S.;7E[81"D^2)!7L;9$\1Y9@?.T?N8^T]1,+N4 M>AFH)N^5WDV]2&N-E2:5V3?=;G#T$AV=!D\/]?W!7VU*2BD[F4I7B'4:>8%+ MR[TY?'7X!N_SF8^3CZ=G;A;S53@(*YX[G$@=S_`/'"?A(^:H(A\$]8/6YIN7D! ML['!&A"Y>4-R6N8QH;"C)X\O<6(.L9KLNEH!/Z?FI"A73,"P7>_":$A2,.%' M&`I6`_;K'\%R&L;O(WLSGUXPO!X^@E$`Z.@O"EQ*:0 M4^K)DFE:/*SJ3)VZ,_HOEJLUJ*DS#2^E.2>[G4:LAI43>\YVN]NU7F;LUF+7 MUMJM;E?K%11%Y%JY)`0"24A.+N1"N(0@!$(2(":0!,+]$A!!0181\5;'UEU7 M9VL=MK.[K?[9T;'NO"?]LC/[1??O.7.^]WF?]WF?[SG>]JX`OS/@[NVC'KYS M%\4CP<8/?Y/O+A\HHD]KO3I?IN^'#X&`E<_^ M^8Q&:^&I,-WP>7DYO7>6];(AOC9HP6?-C)^9N3R2\0'MB*X7'LS+23E4///@ MMF]^9(B^*`[J>LKYP^)VN8026/U0LPB/PW%]\&M,9'(\QW+)0MCX"TA`/T?$ MF^@GZ!64\&`+$+T]+9Y)VI)9JS666;1FC4%W=,^N@HTFOI&L=S6>7\>PPK>\>$HJ-AM(_%#R`#8WTUYV3X<6S6Q%!8PLPP1;8 MBFU@"HL+,KC7A=/BL=Q7X5*2WO[G.W!!P>9O`>#Q3$^$:>O;K14DV5LJR4UK!$!]XQ=)!X"$J> MBWA>[4X80N$X+(Y-L!US%%D%J<(Y]KRDGU8$E.Y4#]])+@3QY>KA#_5TSTU1 MS]9?1GMI-,NV$Y=Z)#N8Z$XR19:33TM96"+@IW=]DW/,U$AP=H%"!^"N\)@B M*T]%&RO8^FR1`;I;B:5NJS[$A%6!W`S*AQX(MQP^\#M]56.KBH8+?>1W#;?W MO$L)EDWAR(IPW"SLC(\D.>G,%J'C:`O:BK+0 MZJN_@I?V,=+%6[KKHGL/^F>O,CZ/R]4=:AA?4UU=6VNU:K4FL]5JJ:ZJ-M?P M2[-2M>DBM'(;""`54O\%JR#IYE=%1Z:98)E#VYJ%+\RMV#5)3`N%:>F/H5#! M=T(@,O_SR27ZT_EM?B3$)GB!=1-7`^6?-#+1O>3OU:7IF&%X1,!;/UQXM,`, M7^ZZ\Q6%/K8($2->_UDA;5#(:G-%655-7@7#W2$['/80O4C`ZIMOH$(&SR(, MY\,0QD57XJ(?J^,C:['ELH0YQ5!>5,(O+LC0'Q)M)S+UW@L,5)#W;,/&0&%[ M18NJ.8T?@$=JHB&[5JZ7\S]7EAAWB6`<7B'_.J_,'&`\%2TL;BH$QZ)?LD[B M2Y_Z?2;Z*;F#E1W%@+G[A$"'=7`E#&=P[16X]CXU;%#'<__@K$+8%UW2D.-U M+EM'K'YU"_"3CB%UR:R'P)"/YIDR7,6?T4.A>)(67UMA8DV:]2UK&C=;DB`/T+Q M;8SYU;DS>O$H$Y(')1Y)L]FA=ZCX78#U;JNSU=NL];7UUGH;OZZNQE8E,AN; M6O2,N)WG5)YP2$4H!6U"[^.8=1`VH$VP_XMKWJ$E9MC'ZW2U.MT49C'H#GK; M:;>SK3G4C*6Q%Y.U-`.W\(J^A,F:B"$=3?2KR2SYX`+#I9%_ZQF]1)_VHV76 M1YSKD6-]WBZK![19VQUY[8!GW$1-/(H_+2+)IE8=DO(4K8 M@7,,F&`"F<@>]OG1(UQM M:DB2S4159'J9-)O6Q3Y[W1B.K&/C>F#UU[%;KBBR7AA`#]7=Y$"_0>-FG+IF M>3$5W4!F6N8BQ;U,#C9Y'&UT5UMWVZ!(L/P")5ZH6(YQQD<.)`9(E<-@ M5P:-P20DQ1ET!6PX\Z>ED0OV)#]RLEWD1,`H9VO,^9D,VHE.\J"3'`GT]M)^ M/UIB7<1BH&(?$RTG,Q7%8EJAAC\'5(1$.3++P"YR>`S>1!:>O:ZIIH92&JK$ MM%E-"+I/A2,B#(&,S>6U1-BO)#=7IZ9L$Z%,;H"XY1^8HT?\Z#'K)P8#)K6+ M:=6WE"JI:"9YN%R6AJ5%"+A5_^]B):SF-/B8'\6)`3.>T<`5AJLBQT9[S]-M M`=1&(&E4C?(X-0^=5K<1,_VR$TQ43AXIDV9A)%`8T!(%"O](/=/@.M7FH3@W M";W_C>.%".B+Q/&B5>0N9=%QVH@Q/[>;6,6$">YG.`I%JB,;A5VH4--!7NR+ M">@)&5W+'>`AL8;H1B?H5/7I>9'K:2X1J+!,##XD@(QX6Q\7\?L_XT M>!+[07@#UJ'#Z!!Z&VU&&>@HO(VVP)[YI=.]GT'*7V#-XR$=FPC"/#2412R$#ML=':*X).RCBW41Y M-%ID)XFQD`03)B4/ETF>^\B/?B617C9XB8$\TM[,FR;@M7%'^`MF<6CBQA*% MMMN%OSVQ9W<]O=_&TS7:[)T4.$F[U]?"ZR0&B?MS1Y,9W!(Z'HY<#\=-X^ST M--93'CP20C:.69OPHJ>A=>@=E/O62/*MW?14SK!F6>([UJX=E_#3K]R6?RM: M"#;[%AB;CV=3:1HJ13DYGI"8R>\W]!BO\>&]V7]#$NR@_L=SF3@W<=UQ',?9 M724=W)0@8G;+/@+3A,`4VDG;"8%,.`)A(.!R)JZ-\0'&LHU/62M;]V7)LFS) MLK2K^Y9E+%NR\0V%A#LE":4M'>H"#6D@H3`#G9;ID_M,IRLR[?X![_?[???] MOI_W16\;A!M5&Z0'Z"T-NS\\0+VV&5)P+_QI^N]_F.8W)FP/4D^^0`O009!W MGY=A(@TGIW.@D)=A5[:AW8N".J)%P:;%@->UYV(DZH[%%R<'?2-CY&]*K^SJ MIZ,?[7#^B$(1!I\V!71PPHQ>N*VUHK21#YD28RFETG9VM0.SR=)E!'"$L+EME@#U\%312I"GY_]Z M'N^R3^#G$,_-W(3%P@?;KZ+E9VB$C95X2_M5X<5&N\GG(L]?&K_Y];7*]R9H M3[--Z1`)@K"6P9L-2G4+931V6HQ@?01SU(FLARFT=.5ZA/WD\PT0+P?PA3)L MIG[R4!%9L/7#=6^_,W*EB&Y,:<.J2P(ILG+XH,_KCE"LVZ3W@JI;3M,U"JZ" MQ+=P/LA>G"QW$R%8F=W?5S+M0KAS#J&=$:(KU1L.#P@FDT/^\]39N6'\E^*Z M8MX<>?Z(\4)F8`9DO-/$U:'6PB'@K[HQNE<`G=S94D^@IL6YHWXV#M%OKT7O:!:KDL.$,]<<)9WP:#(?Z^P-)0>B$ M<_(J";\DAJV.L(]VL&Z;F\J[KWH6QC)Z*,J=+7S62B43(T:BDEJU0:)C`%J. M'J$E\!&FCK='_&3,QZ7H2!!=9[RXQZ]5L8!5.MK\);!U[D8^GS/8S&/L9LEW9\.G<`;FPQVY_U8\.W\;$RJ70D0B3)H/KR%:>,FMX]T M=3EL#MKO[+7&J5`0S?`,&7&JWXN#<40L0P;^"?Y/S.@RN=QDO\W M+`KJ";6$X]1`WZMEM1ZT'_XVGP=%`79Q:C"6HEQ!9.*IF(I*CLGTBKH*L!8) MWH$+L):4WNJ^PZ@=P5 MT(:HH41B\.+:"[]`WU_!Q\\?(O+;9?#%\Y]$)\>!V^WV>H/\D,J@+YWA_\D1 M)F>4G_3E;%%53.AO(QBU*P8R#U$ATT5,LXJ]`/V<2!Z1.&NIUSGQ0[X^),CK.@P,*VT1JUH5U`-VRLC96X'-ZG%[*Y=-K6!"0VN3EY#,-X'MI^&8ZIQ\N MA,OA_-S,6J@7ME_7]S>-"_UVSMO?QN4?$RE5,JU`KY`;Y=2[>W[W#QV`2T>$Z%7\<=^YTU.!\I6\VJ.= MPB6&H-X)UFT^\!E=)>HD;?5 M90GD"BKQ>DED`/`.=\EB^1@K@-MPCX/EV%Z#QM1I-!MIL\%L,)"UB>94^GAB MD"^T!!U.\\^R%V^E(9O..<./M3!;39Q9)C2?Q=`;N*]"UEU)H>?7OK_ZD+]\ MJ!;XY)PN*2^6MBF9.H%"JI=(R!IO8ZJ9+I*+Q\W878X@.-$3ZTM0H^&2=>#VW%IAV;ZFU>]^U#- MJ"KIO)_Q:KUT#1YEUM,BP($TZ7MZ7`)S+9.)T?"`/&9,EX6I]TM MXIXZJJ19L72)>$I@G7U.GIZ M!"$_9_=2"6\3_R0.$#5J16,'+27RT#V^]';F7W!USAV^+&R=?4XX7I4J*Q55 ME94.B<8G4D,3]-#3YX1!HE'AB8+,WZ_=CO;X85F$N<6;BL__LY:H*[/%^50PO^'NK@HA_(_ M4:JE,[C1-`0*.9LAQ(388#]1RMV@0W"97)YX+A(,A89@,!J,$"HRY_0ZB[GK MQ,7V]]&WKM]&/X"5ATC"K\J>!3Y`A@W2NZ1.^H00-@J,CS_$6V0;('JH?J?=ME:L>^OL_E"&-[HI#SJ&N*%SE/05_ID1 MC%DC7`^U6@3=3K;-(=<$[2>I/G]3_APIR;-1E@II\EM/D$N?IY`.//1,&XNP M:-1DSM)GVEE-,^,6W+R+L\XYAO0I59RUAJQTTUO6+BTC>CT>@5>MX`-F,.5- MF]^D\!RPB6;!`3VRIHT#"X"K=.J(WU" MW7D1Z+G,/(,&P<)L>6%JN%\+\1+0.>WZM3YN7T_Y/DGWV_(U?)NDJP_Q@[,4 M\5"?G7YO?VN+K:L5BE[!X^955_`O+(2EH[ZPJ$JXP[9>"O\)M+F=Y&Z94;,, ME$_/R7\6@^'A#!S.9N,YNICM:V'P+.@2>)VX=G?AH=$?7,K MW:1;O",R_E*`T#C:FK]Q=>%<6UT$#O0&NSNIRLVX*8\.+$L;/ZCXE$![7H;& M(KL:U1S\:F=GA\-H@!Y1\`B"ZB+^M1F,BDDAXE2%N:#01:V&0#//:WP$$I<' MIJ![@(NI[$EODART`W1?&.-FZ7_=>81JR!H*J.N$8UP+U`L6FY%NT9^[R*`^ ML#`S5UK.G<#/0;(9/I"^7ZY8(%#7EH(?-Y'1ZAMP1UQ9%3\82)0HZ8X6'#[= M-^J*&>+5$2L;8FF\<0=9-5LP]9=M_YC[_?#L@KPUFJW6,W+/;J!;:DU7EZ;9 M=.7?\"'X8O+:I8DLVTNP\T$NZ%(-Z((6-R'_)/$-WWQ9<1?!E:\W2$]+.]1E MXX2FK=M\XBQ\GT@4,"UF]`T47@8&OX<3H%L0_%:?2G9_H#WDR"U3R`AFL\5" M+.+W1V`@XDOPT)W*"4FZ.#%;9BIQ%U>67BQ77/XWU7Q.T=W+\GK: M8,]-,^C#1Y=?0"];`7M*\\:I1JV&$SK=JOYW\&6P=['AP_FED9EIF$@D4ZDA M5>5N[J;TPCI)*^7N#834!:`?8$=F*.E[^'!_!,PDG1T,S@*+Z+18H,WF$JUT MC[DPQ:#_X'W]($TD9EA0Q9PADX["'-CSWNL?EXH)(@#CT60\F1P:K'J##`3' MY:4Z6>*>O$H*^8QT6)W?8@9C@9BGG^)%DV"$#7A'/7I%X1WR#4:H[.!@#D9D MOAM0#H9]3L*J?)B-&]"SJYNJLDJT6?IAHA@?P2=7$*& M)2(#'C/R&;C2'`9C@YR%\]D]5N8UO+M./B/M2\6HW%!R`D9EDZ.<\<:XH;IC M>'?54?EURI^(4R/)5![F\4DBVDA;PNX!3Y@+.U'MZO:J<252H;M?X[N*427: M)NU23"6C$:+C-Z]MGHIA%/\(_6J#5-A$N,G$IDHFXE=0^]^^F%].Q/.QZLAP M+#A*%_`^$R@E1-;E]UE-S)%]QS]1N#)B.D%EXN$)F"S@N$EY3DRYI\Z@9_&Q MJEV;3[W.U?IJO9MBAZWG;71=C_9_C%0,HQKM?J>]J;YCG>OS$^M MC$!T1(ID%F.QV7!U)=[Y=EG:5*Z0ZJ0WU:M/*^V8&D^E9J*ID9'J_$@V.D=_ MJL3>U9\K)+4RBUY26)6VTSQK,:NZ>@WNX_2KRLH>4LAGKJ&SY37:KD+PDMS1 M6J*WWCDS^T#1SQ8F&$3$`/XS,/(&MTP$HM_J51F1SDX9D\XI M%ZQ$Q]>3;BY7W%M/&M40W?;X#YO&@#>@Z+.,3C(2`S!TD;6--BJOG9^]6BJZ M[/X`6070R_N]`8H\1`MJQ@WGYR8GRU/LF'889CM^E];0':=<;`O#>YVBC5>= M/]B9:*4/[6^M;V.,':Z6DU2;C/LCT&PS=?JA$1G'@,\?\--&>^XK]4`CP%:I48UKD%*Y,CUW:3S'.7P! M$@8*%H5/\`L\94Q9QSA8N>]_[?GO[@!]J0!JG2X26U3+7M,P?;;\#WUVE6;6 MW];`D#JT?N/^58OKJCJZVCO:Y!JKNCKJI7(7EZ[=L'3)^H..>\R#O//CX^42 M$ROCNWPYBF-"=P%;SKE-C45R=<5`+P"31>.TV?+SV($>D/[]B+V@OKI50?4]_T9T)+W[.5UC:5R MS25LVT`A(?U=GFW#RB7;U\UN+)-K`WJOH[5 M)?KHGY<).U_-K!]QL[ZG3>_K89-;X.KJ^I^''MX^.26 M_N?A_]$A\I-=%`#&2Y/K"F5N9'-TL'?+[] M='=\[C]6'\+\^]CG<3\\A:O'^.OW%#R\G$[/^9"'2ZC"SS^;3I\K@9GG)85'$9%BDO0Q[Z_W^;M=?>9;OS[][6+U6M MRRD0:KM4J290:O7`6B3JY%VL14U=>R`$#77C76X(6NK66R2":VJ[5%(1W%#? M>)=(L*'>>/"98$N]]<#&Z*@['_2:H*?NO84%F3I[T!+LJ'<>?)F"6$VU7:9@ M30!%+!YTB5!$]Y`5`131/82)12BB>RC+CU!$]U`6%Z&([J&(12BB>RAKB5!$ M]U#$(A2Q>#0$4$3W:&SJ4$3W:.VV4$3W:&PM4$3W4$PC%-$]Q%I`$8O'W10( M%.(>#8L3*,0]6J8N4(A[-`PJ4(A[-``)%.(>C76!0MRCQ4.@$/=H6;Y`(>[1 MLL<$"G&/Q@(HQ#T:@`0*<0^U%E"(>PA/7Z"0XF%W@4+<0VP,*,0]&I`%"G&/ MAC$4"G6/U@(HU#T:]H="H>ZQQD.A4/=HN8M"H<6#!Z50:-D?-@84ZAZU=8%" MR_ZPVT*A[E$S4X5"W4-8G$*A[E&#K%!H>5]X+@J%ND>R>4"A[M':H%!H\6`[ M*!3J'C6+2U"DXL'4DYTU97]8"RB2>RB#)BB2>^@M`13)/=;6`HKD'BLV3((B ME?/#ND"1W&-EMX4BN<>*Q24H4MD?U@6*Y!ZM!5"DLC]L#"B2>PAO5((BE?UA M$X,BE?=E&F,Z3_\=G!RMG/UO9W3W,H[3\6U_$'9R"]#7`TI M#2]&;VYT1FEL93,@,C(Q(#`@4B`-/CX@#65N9&]B:@TR,C0@,"!O8FH-/#P@ M#2]4>7!E("]&;VYT1&5S8W)I<'1O%!T7&!8W'2E=5$H*+T8Q-"`Q(%1F"C@@,"`P(#@@ M,3,Y+C,R(#0X-"XU-C`Q(%1M"ELH`1,&!`9<,#$R!PL1!QH&&%PP,3(1!QL< M$0\0%@\%!@\+$@<+#"DM,3@S-S4N,B@!'1Y<,#$U'A,>!P()%!\+(%PP,3(1 M*5U42@HP+C4Q("TQ+C$R-2!41`I;*!T2!0L1%`L1!`8/"Q('"Q$'&A$.!!(/ M(00&#PL2&2DM,3%C`EPP,3(& M"`<%7#`Q-0X'"2DW-R@2$!0)*3`EPP,3(&"`<%7#`Q-0X'"2DM,3@Q M+C4H'5PP,34("2DM,3@Q+C4H!0(A!`8%`@L)*2TQ.#$N-2@'#PDI+3$X,2XU M*!\@`@DI+3$X,2XU*`@$`Q8)*2TQ.#$N-2@%`@P/!0<(%%PI"2DM,3@Q+C4H M7#`Q-0X+"2DM,3@Q+C4H$A$4"2DM,3@Q+C4H%EPP,34("2DM,3@Q+C4H$P(" M#@DI+3$X,2XU*`@$$RH"`P<)*2TQ.#$N-2@'#PDI+3$X,2XU*`@$`Q8)*2TQ M.#$N-2@?(`8.7#`Q,BE=5$H*5"H**`4"(00&!0(<`@X'"`D5#P4)!Q8""0Q< M,#$U"`<))BL)"UPP,34:""P)+0(("2E4:@HO1C$S(#$@5&8*,38N-S,@,"!4 M1`HH`2E4:@HO1C$Q(#$@5&8*,2XW-2`P(%1$"BTP+C`P,#$@5&,**"X/"2E4 M:@HO1C$S(#$@5&8*,2XV."`P(%1$"C`@5&,**`(I5&H*+T8Q,2`Q(%1F"C`N M-S4@,"!41`HH+"E4:@HM,3@N.3$@+3$N-C$@5$0*6R@9#@L&`UPP,34'`@DI M,38H$QH)*3$V*`,6`@,;"2DQ-B@<7#`Q-04;"2DQ-B@&%0DI,38H"P8(`R`/ M"`0%`@DI,38H#Q4)*3$V*`L"(`8.(00"#@<)*3$V*!\@`@4("2DQ-B@,!`4( M!%PP,34.!PDI,38H!P\)*3$V*!D'`AP)*3$V*"`EPP,3(&"`<%7#`Q-0X',0@)*2TY M."XU*!L.#QT@`@M<,#$R`EPI"2DM.3@N-2@&#@DI+3DX+C4H"P(?#@8'!EPH M`@DI+3DX+C4H#`4/)1H)*2TY."XU*`\%*5U42@I4*@I;*`8.%0\%'%PP,34' M!@\."2DM,3,H"`=<,#$U!P(<`@X'"`DI+3$S*`8.`P\%#`\%7#`Q-0<""PDI M+3$S*!,:"2DM,3,H!0(5`@4"#@,""2DM,3,H!@X)*2TQ,R@R7#`Q-04'"2DM M,3,H&1D9"2DM,3,H#Q4)*2TQ,R@'%@8("2DM,3,H,P\%'`DI+3$S*!`K+S`) M*2TQ,R@/!0DI+3$S*%PP,34.&@DI+3$S*%PP,34<`@X+'`(.!P@)*2TQ,R@' M#PDI+3$S*`<6!@@I751*"E0J"B@S#P4<"1`K+S`L*51J"B]&,3,@,2!49@HV M+C`R(#`@5$0**`(I5&H*+T8Q,2`Q(%1F"BTT+C`R("TQ+C8@5$0*6R@9#@L& M`UPP,34'`@DI+3(T*!,:"2DM,C0H`Q8"`QL)*2TR-"@<7#`Q-04;"2DM,C0H M'18"!Q8"!0DI+3(T*`<6`@DI+3(T*`4"7#`Q,@8(!P5<,#$U#@<)*2TR-"@& M"`DI+3(T*%PP,34."2DM,C0H7#`Q-0,#`B`"!5PP,34'`@L)*2TR-"@?(`(% M"2DM,C0H$EPP,34("2DM,C0H"P(?#@(+"2DM,C0H!@X)*2TR-"@>!"`""2DM M,C0H$!$3+Q$)*2TR-"@/%0DI+3(T*`<6`BE=5$H*+3(@+3$N,B!41`I;*!<# M!Q0)*3,W*"T""`DI751*"B]&,3,@,2!49@HT+C(V-B`P(%1$"B@"*51J"B]& M,3$@,2!49@HQ+C`EPP,3(&"`<%7#`Q M-0X',0@)*3$T+C4H/`\<'`\."2DQ-"XU*`$'#P,;"2DQ-"XU*`\$!P@'7#`Q M-0X+!@Y<,#$R"2DQ-"XU*`\."2DQ-"XU*#,"$P4$7#`Q-04:"2DQ-"XU*!$X M7"D)*3$T+C4H$2LK(@DI,30N-2@=7#`Q-0@)*3$T+C4H.%PI$2(G7"DK)R M`EPP,3(&"`<%7#`Q-0X',0@)*34V+C4H/0(?#@8'!EPH`@DI-38N-2@R!0\E M&@DI-38N-2@!!UPP,34'`AP"#@<)*34V+C4H%0\%"2DU-BXU*`8'"`DI-38N M-2@1*RLB"2DU-BXU*!<.#@1<,#$U(`DI-38N-2@U*3`N,2@"`@<&#EPP,3() M*34V+C4H#Q4)*34V+C4H`19<,#$U!0(6#R`+`@4("2DU-BXU*%PP,34%`BE= M5$H*+3(@+3$N,B!41`HH!@X##P4,#P5<,#$U!P(+"1,:"04"%0(%`@X#`@D& M#@A%Q_%J2]3R1E&UWC[NAGUWV8SJW M^S"[8S]T4[B5EGE[=S^E.XW'_:SWO8HZ".35X)04E=6N`)*NK* MAA0$-75M7\D);JEO[2N?">ZH[VR.1X*&NK$@KN-`?;#@"T%+W5I0$734L:C0K*@0LR'QI6B0LQ'`;Z@0LQ'<4^` M"C$?-<8$%6(^BC@'*L1\:&1!A20?VR505&C"9XA"KFD[P**0:\*'5B'7A,_? MH)"KX6^QKI"KX9>L5"'7M!UB#\C5\$L$*>2:M@-_@T*NAJ]QI9!KPH]S0*Z& MOXT](%?#KQX((%?#K^,0R-7P2P(/OK?ML$6ACT%3SZ@]:CPYJ/@ MLQX5/AT/:#TJO/DHXARH\,E'_`HJ?-H.T'I4>/-18]VCPIN/`D$<;VN6.99U M+$?]WYGFU',UO5T@[76:EKLEWE_Q6N'RZ(?P=L6-YY&[@M_JKP`#`$.3,WT* M96YD7!E("]&;VYT(`TO M4W5B='EP92`O5'EP93$@#2]&:7)S=$-H87(@,2`-+TQAGFB/CF!7I&<&DMFW#]>B3HQ,H3^Y'"\>B8GP?V+X9D4Z%@R MN8+ZYU*$@Z(9.P^,;-BV;6-ZIEQ675E=4E:X+CU+5/AV>F9E9;JDK*14)DV7 M"*5"B4)8]/;_2_B?-PB")JCAQ&/8)\A9OA$U(\\0E%U(*8(L M0)%%"1<((1->A MF>AI]`\)RH1_<7R)6Q._P"JP>;`%^)/6)XWA?+QW0?YK2:^)%J(+A".2P>HJB52D]&I[ M:TF+Q&)2J=0:DT76@"N21MQ=+8-!_.KYX2@HM2@ MJ2G.V7EFNV2_[$/U+LL'N,&N5@B$SE^[9*13TE367.#-:E)U'<7#P-YNO&WK ML-_AV\<=@R$!Q`(P=?0'X29S8N32JRBQMR20/#,1R4[9!M.\%PA%E&E4HL+<6'P,/' MH;&YYX$+_M'6`7SDF^YGSP2LXX&X66**=T[:+Q*]]*KK4Y*-56:#5*6O-UE5 M<:]3GI[6T4$\#-L!6,KU`[[S@P&V7>$/2 M<%6-0B$6A64#PWWA(9)[VQV".1%ZHP*E MP"P@-A%[@K%QDDD(@QH6=U4#O:[59Z9LS;:F9H&GN:W%0SI=WM:NGN>0DP;- MP,2D8)]8I>("0J(&,)FV\=2,"V-*`-?L",$'$?@9V\_!&J1I>H@W*YHYW4?V MG3[6OI5@C@"K#&L%$P%UE6!0>IR9[(:?S-@Z\ M03"'6>]M=NR+[W(U.UN(80`3'ZUG!"P?1P3^-@+G%6AT4W0W M+V:+-_6!\;"RLMZJLF@H9DU,9Y::36(]OT&GL>B(^O@.>@`\@+E8#:C>4U>[ MKTIE9E4IGTUHU5!#< MA39,!DP5C7J#%B^7*,T'B%W.![`#@]O!_(6R$WJ;SEI']0&NF,W9W0@,1M!H M1EQ?"[#(VNW8I"6@KA08++)&%LZ2+\NJ;=%J6/"N'[`%?02.F`NIRDUY3A\MD M*E,9L08\A`$,IH*_3DIR=/8ZFY+2=R9QO]=&X/407`X/."-LJMC9GH3/>8P/ M6.0LMG/V'JU8P(JWZ,GCS"%,T7!2=8I8L_L)Y/XP!9?<_(8*#/3U#@?PD#8/'D/*K%+_IZN"2(,N(SCO]E[GR7& M#+/$V(LX.2@OK[=J&I44LR"V6YMO5NFT?(U*K)?8S?8TJQR#_<#=BQE!@30P M[G-U-/DIN)PNQ^;\HP.SA)>MNM(8B:Y6H(X_<^BK\<*3\<(>,#>L*#&RCG44 MLS"VQ22I*U9+^5*U4BCR=E,A7Q>7Y>@7]%372P6%1Z?+;SQQ?6^ MN6ER_N`J@ ME\A$,B5>(=PGS2;2@=CH#;8X6UP>"JZ@Q?ZK[A:?G]_3-=0^2'CBLV=&7H4Y MTJ<2-5@-AJ+X/TB!%1MDZE.$P'ZLHUC?)Z4?ST42Q/4RS.)4PO$Z:(=]&#TIJ^T1:7K[F3@JGT MNS=B$^PI.IV>8);$-NM.&FJ5.KZ^KLA80YA?WNC[<&?7QO3V]3.$X;\E_-,'HOCKHDCKH-!'L;&UHI[W]X+M?8ILXSCB^- MSL%J*X]M,K)]NG/:E:T4$!0VUM(MT):20C4$-($E(W%"@!`G(0EQX_O]CA/' M\3WV\3V^)"97YT9"2+B-4"KH.E*Z31F=.M:.4BTJ_?">Z/6TO495;)HG<=M17(D-J^N(COCL`8>?`B\P1A#*YS$G#EYG[M'7!@>FNW@1G'W?G&,> MYXIF01'S;D'B94PE!Q!;OH`_A>O@VEV0W$8>V=FZLX0/B8=;P7-?/YRZ?Y]< M^<\"P,$S?%B,MM;39?"E5W]&5M2]W7"`>$OPPZ$C_=%L\&[,$>FKH%SF#:V;AUB``\P/[J,06? M\G`V[WKSY9-23[BGR^$=(N?!7BSC[NF)$E/XM9Q@/_4]L<<*69`)CAYO.AE- M2BF3V^0S!"$+:+F3CK`CX>QS)[RQ`.OR4/;R5?[LJ>CMEW!,VJ5%CF23F$8!;-I;-A):7C$UQWM":&4 M)6F#R]9OYH$2^"\,E.#P*2;.*6\^6GV65+8UF_Y`5*OMP5/4#7`:&_*&?=-$ M!O_D8O4>BEVER@;`<=`!#GIR16#="MB]4LRLH&4GP9NU"KF84+6[@Z>I@/#W M/B$!L8TE6T_2@E0S%9!'I7WB!<%HBW7@E;`;%380I(-APM]K-06H,26F32_H!@GP"U!\'ZTH];@X0TE3 M]:,5,V_>YM8/*@8&^3>N+WSX]3]*2^0(H%(RAK.G4).+$4UIDE,V$3*%F)7#VORWSJVO%15^N,-N!H'AU;G43)PH% MDC4A&S9,JUMTY@[#&>H8W-GT8MMVG4C6PE.P*X%$;(88C\);DB#NP.="Z@:E56KJH$JA'U.^9ZAMX6]\5`*>^>SS MW,W+Y,AD;V88X%^!12XB4D_0Q_)XO?8,P;YECJUN12=F4T%>N8*K!04E].)Q MOUZA4DM/55%P"H(8\P(V8X^$+A+1)PR;*-0^B$\'Y=6&3J/-0+7D/T6&98XP MBS/7H[&$G^<)![OCA!TO4./3[X*<6`&JE6+T'P6%:2Z(,H%G?4:)SJJW&"F+ M4:=2BF$/_)8;!__#%KM#B1PZI1"58*[P=@!/Q?0J-^61=6GJ^,8UT`6_33`_ MQ"YWAZ-31.3)PV0A=QJ?CXJ/ZCM5-BDES,\4.,(P54WY*K06'&ZFA%D.)YUN MCR?@Y[F<+D=/-\OA\M@]2+CLI

$A\JIO;N/O[R#7SI\,6R9#*43"Q< M499QS^G.:4Q\45262IP/QF*DQ^/S^X*98:ZR%ZL2RA5*PF!V>AU=3H1H+8AR M=.>D%AFI/*!KDC6R]M27'A00IR5]$]>C-\?_1(4RP7B`9IW/3*=21*:OL9YB MZ[+,3^9!+R+*9I2;"7S&N5-^?5]#H[JEEFR7J_5?@&5,A<.?MULD6`3/V'KU M$D1UK45-PBWY!;\RH1I5\33]65.2^.C6R+U%ZL;2R.-_02M0VT_'"%G12SM@H(%SI'MKNY+GCO8E(W.DJ?%A]J90_24QGA&44&Y[0 MS3/K4,L>@.,HK=>9ISFSM:/E%0?/5%20>]ZN6/\&?_?B@:6Q85]RG,Q&0G1N M4N[E"AN4&I&:I9>)S6+BH#!W]]&%AY\L4K%4S),@TF&UQ&@U6*V42H69S5:# M@2^C%:%,>F"(9&]$$UJ7!39QT?@#\`ZZ'6ZO"M`5#K>(3!W8%!*_46.VF6QF MZC"L440-3K&3YU!K[&I"\%Y+3355LOL0_-$OT?BJ+O6G?:E!.I?J(O*#^+`H]#59;Y M>Q;$Q$7PN65&M53,.%9_P!EN3-?NWU&ZK9IL+9<+Q9H*`\_0B-W!:V!Y"UPK M_XU.**WB:45:L18!3M8H$2&@=GD['0Y^4A&1:+4FO9XT&JPZ/;]UL#TW-Y&X M-$6>'PT/1&?HD<"X;^IOX`/N7=P[B.W%^[Y)7,M=8"5C?<$($?88%=V45H=X MPE<$5>$X'4Z2;+@-5F3!7[*@A8241T+BQ'G8L>/GV7>^\XO$[_T_5Q-_O,D?[[W_=[GI52W=V%Z#QW7$V\V MU1T^B;U]^^0C\(/'US^;J9M\(T:LRR`:%Q.(8+%0I#],!-Q^IZ]'V!/LZ4V2 M7_N7[GR)Q>PAMH_X'.4W&43OZHXJ&@BUS$AWF(7PHW2P>*LJ._;MPH-/BBGY M&9)Y>EAT;'?#QETUH^T7 M,PSX41FV`)1_K=.JA@(W%:8;;0[X(_G-3_^-?(86P#/QJW-?SE^2I+/]V7A8 M".72Z<=C(;T*:KV=)7_+QQ&+QFXP88JX)C.0#0X4B$PJ$LM/"*OXA_!#]`"! MX/+R16@J8*'\3U%>GI7)%`J9+"O/YW.Y/'&(7UVAVQHE5TDF$P%.P4&Z<>1K M_!QBA76,Q3I2REQR*)S,$.D^?[#TH2$D/E*O4E,XR_F"KEX_;$Y5_`V^L?!$ M!K'X9Y:!MX)VOX*F@&ARB):#:%F(5L^3(GY'%\2*H^-)D])HT\'&L9[_0K79 MV`)MEM%11H-9:&&,-A/.V7M<5C+H[_4$L;0ZJ>K6J%720L?XU.+HS`0Q5$J< MSP-$""^Q6"948!)>8K[\MH@_CG(JI("FO5:*MEJTL'?4\&L`7E8A6B@KE?<< M0[,A^O\+Y+<]_0]<]#S8]Z>Y69X8V!-32`S^$!O!^POQD3$RU1<(9XKZD+BM M@34;:*&9-EEI7$T'\T9R.]B/!%:"YP&"Q--Q3^Z[,IK-$*A4(%6>,`;&TD67U ME)!E69L5-W->?Z4[Q,@JT&R:!>5%0?F59;!BV?W%BB=C7XGTX18IQVD-$HZE MK1Q.6]U!=V\(GN0N.(?XLJY4#!MIS[?4_7+[VFV$O-5NUVAR?Q=[,LYX&,OJ M<\HPX:%I)XVWGU$JPD7/QHI#^%1P.4%EJK54]NYP.(56\W&#%Y1)/,#00S>2(93<2+)6'5 M!L@OT:(`W%SV0GKU?"LRQ,XV(EU*D]D,E^+Q0=]U^L@[((VX^YQ]06Q$D6UN M.Z$X74^<;55V'MUU$52+*Y,K[-U(%(8;II.Q,W#W+_*/D;OH,%B9OG?YJUO7 M)8/Y?"*!![TLQ=GU-H;4.YM_3VRM/W3R('Y,5KJ:2CQD[&`1L?R:]ZN@5YO5LE/X&S/188B]M0;T;I0+JZ8W&X,RA)XT`2Y!!C M.F#/XG<_+5Y;(#^Y,_'Y#>QEOXC?NHY_D1>H%,$815A==K<+@P1W16`;VA>= M'YGZ<$023<4\<7PB(ZV!K*]-@9VWRR3T;K@(>[E)1*$[N[A69)22)6KQ`V^= MW7>(W+OS]`N;L#WG:RX.3L93@T0D$(W$XLF4VQ/N.\!WB,UMC(IAA)11Q;;C M%A32$ZCAR(@.E:L2::\S[HJ1T^63(BW;:I02NCJJQ=`E_-V9O74U>$MWX<*4 MOY2<(*.#R>%81CA;6A@?QT?[I75PN'.P./*W!>`>G.VE\AI149^4M[W;5-M* MO/&S2^``_ZH-1KT^=P3W>!TV+UDP(=90U-Z'/[AY^59>=UXQ1M)A0U*3$W:4C+D4-I+. M%&;':_<15@?'8GT]"!1AJ/<_*0BN0.GYN'Q\AOP#^0: M"A5V%OQW47!_^1Q<90S^\W;T&+_YG2V*IHYFB5%O,C(F80.DG0JG&9B2>\/P M9$M@$'$GG=$`%J&CE(]PLJR3Q:7'3NTX2(9I9&':YTW@?A=G8FU:JX')V\*!N>@?!K&J>8AX$"*N7BI_#^KR M^O(+HJ'N=(="JU7H/$S"2(3-3HL)XVR4C29,4EJC.-M2*VXZSIB:&@Z#1V*^ MFI^RW;#_C^)R#6ZBC,*P#),E:BW.:,8DJ[O#C",*#CHCSC"HH*BH(+0@K=1" M*Q2L;9I>TB2;W6QSV22;)C3MYIYLLKDTZ2TM;2$M]V(1D-8B%ZTX8&&0`4?] MH2-_OL""^/7[_YT?[SGG?9_3YSBB<`ZR?8Z,/>N,4(?+3>;V2CM+R,=<(4=( M'=#X&KR[I8%/.K>*B+(<)D\E.'],/"\)(N!I\-+T#3[M#?JCBOX)X=2P$CKH M)?`[C(N!PBI9FHJU$*3-2&*0=N'3Z\UFEMVY#8*P,]0RPR2)?H4MZ.1,85&I MEK.49#KJU";QC)I7I=;[-/*])63+WFJKR6IE;%([8V89U&[W<':\+2CI=+(= M#E1/T]JF)-$SDN\_>PB_"9!A<;&D*M)7GT$3V5AO+YY*A^/9<4-47M%@(&B4 M-"'.@,_%H8FXD(!-?4&LOE6X M!C5>.@=?[ M:U?+M3H[:T;MK@X?@P35S.FC2HC^^ZZ`J2L+"B6%$ADO7EQ4*10(L7#4_5-1/SSP4() M!68638(E$@(IT[>V?8"*SP61XN9Y=+^1`PF([K(Y4#('OIX#9;,+[R7O+90- MU?54K7_KXQ4UF.YS235!6W;`3TAG1`*6Y4].Y^(D\-C36/9Z]$#T8.1@:NP*&Y&`S M4BIZ=XNO-[YCTS&DQ2C5TDU&'S@)C[^_:/4*ZIPCW9 M@;+!CRIJC'6[L+JFAEI2U5HEKVCZJGD/N@3A\EPZ/"S]:W_^R"3JY_:Y(KC5 M[(1.0$1-Z6R<3P_OR99OWZ[>LA,C6BP&775K!4W6TU+6PKALJ$Z%7'>O%:=, M9>0ZJM2B,>H4C83:T(HZVCU0.R[H\7-*@8P9]$:COFF_)G_QQD^_Y;#4F>YK MV3OG@!%L['CE@9RII'3J+9,&L.XFT0BBFEEJ?3F10\7XH+SX#FDPON:T"S[-O_-FQ;5-P6+>R, M@AT]G3R"I5:MESTJ>CSUQ-R3J:*BN:*GL)Y'18L+[<\6'LK^'P"W?U]`"F5N M9'-T2`-+WH@+T$@+U`@+W8@+T-C961I;&QA("]:("]Q=6]T97-I M;F=L92`O5"`O8B`O8V]M;6$@+T<@+TEG7!H96X@+T8@+TP@+VH@+TT@+U4@+T(@+W$@+T0@+U8@72`-/CX@#65N M9&]B:@TR,S$@,"!O8FH-/#P@#2]4>7!E("]&;VYT1&5S8W)I<'1O"!;("TS-S8@+3(U,"`Q,#8P(#"!;("TS-S8@+3(U,"`Y.#8@-S0U(%T@#2]&;VYT3F%M92`O3D5*1$9'*T)O M=VYE5&EM97-!+5)O;6%N(`TO271A;&EC06YG;&4@,"`-+U-T96U6(#$Q,"`- M+UA(96EG:'0@-#F5R;R]R+W-P86-E+T$O0R]Q=6]T97-I;F=L8F%S92]O M;F4O2]S:7@O32]B+V%M M<&5R]9T8-%+JP&'_6ZQP)>;)XN'_H=^TJL^[/F5)F]WZW+YYN]XOCVDR#GY\/9WK_J'?'M+-S<7D M^_CCZ3R\ILN[P^^^/NWV]73[X?MAO^S?=^_2Y.NPJ<.N?TZ73_G'SS%X?#D> M?]5][<^I2_-YVM3MQ63Q>7G\LMS7-/G/+-XEMVT<-O5T7*[KL.R?:[KI\CS= M%)NGVF_^_>WBJ@U9;>-[](VF*SH?`Z'VIIL6`J76"+R'47O3S;Q'H2X1",&4 M>AI#K@EFU+/H8017U%<1^*37U-YTTA$LJ9MWA(`FH/6?%)`<]#./``T-]H[`D!ST$[O"0#-03M#4(;6F_$H M?>N0Y\"_9Q\"OC?C'`L"5$CXF'D/5$CX4,Y%4"'A0SEL086$#_,`%=).'WQ! MA80/A450(>%#.3E!A;331Z&@0MKI^\90(>WT,2:HD/"A'+:@0L*'<+:""@D? MQ9=%A80/\QZHD/`A*%14:/@P)"LJ-'P(3A45&CX*RRHJ-'P86U=4:/@HP"DJ M-'R8KX(*#1\+GQ05VNX'<(H*;?<#A8H*;3Y\4E1H^%!?%A4:/H1C4%1HX!LG MIY!KP^06 M^(4K99!;X!'[3L'W1KKLDZ+" MPL>]]T"%A0_QG:+"VG5@2$%%"1_%`W](PX>Q]8**$CX6&"NH*,T'-XAG-YIQ MV?$8QB?X[UO+:\P?QMN[OGX9AO')]W\5?^UYU'=]??OC.1Z.O.%\+OX(,`!T MDH8""F5N9'-TF5R;R`O<&5R:6]D("]9("].("]H M>7!H96X@#2]+("]Q=6]T97-I;F=L92`O4"`O1B`O5"`O32`O0V-E9&EL;&$@ M+TH@+V5I9VAT("]D;VQL87(@+W-I>"`O<&5R8V5N="`-+T,@+T0@+T(@+TED M:65R97-IU!3V1T'\'N)-_>J&'ST0G*#-ZRHVUE6U_M(+>%Q:U+6'>'S\BM^OMP1BH%";#@4'Q5:20O%+0C%1\?.1X?-_ZR8DR%D M._ROQL8W>S0*4I:"[!A@7#82OV9T.42#X:2=Z;T;=^S8E)`B%/#+^44E'[Z; ML*_BP_4)*>7E"=4E1<6"FH1J;@VW6L0M6/]_Y?_G`(+@Q0G0*F@U_=V8E-AL M.)_5`*OA9]#+*!B"(8@&04@45`Q!"Z.@)3'0JE@H&8;VL*`+$'01@B8@:!J" MA!`T#D.3$'0L,C04!2%0&KP$_BKJ+[0DFI\VO^`'9".2AA0B=?1%]`/T&^A. ME(_.8D$6V/?KV$8J",7S,<,>_$"&*>+3VV M=&!9[+*!Y6N7WU\1MT*QXD^_:,+I>";^+/9P;%_!HR(@'J[M*Y2J#LH[46)!!B\?32;K:W%X;U=O.=#2K M/$AZ[9&4O436A5-C@SW=`R1#.`Q?F_WN(E@Y3@L=!5OP^WF?'AXB=TTHK0@P MH-_43IV@=F-^P*'S6A44SUYLEYD++=BCPE0T\>QO,K<31X('KY22,V?<2KN& MTK.:C&8C9<#"_6A.7N?%2HZD6^M6CF'2\"KZJ*!+]8D",[2:&MWLW4.SZ(SS M@J>W`QL)=EZY3H2%@,+K*;U)X>0.,G5F/:5KQNK]6K^/F+Q\98RT&A&P9EZ+ M\^LK:Z5D7:U8F2?'@`6]+9[.S"(8($,6!&-!X`ZV#,/G'X.3XS./P8G(3(_G M4O$"NEYOU!LX54)1`R+G\]75;$6UQ5+'49K49HV%V\%TU%9::]B)V]:&EVZ: MV?_%RUD``::ET6*T<)2C1C?2$'`:SK%'VBS^44[XF](#G!`:_AI_*S,IM9@W,CD=^*Q_@NSQ=WH"[-%N;@:'`?*D#T*X&.B" M\,2+.\]`XETG^"UM3@-B<2$]3\03%+`K>)[>(DZ]0^Z4.S&536NU$-9FA[N5 M=+S>F['HOBQ(%]Y,RI53)%9XNY)>RRHNDN?G$ MIB>IW]V\ZAV^2W:V-%N]7NS0O8^*)MACT_U3/1Q["^5Q#6'AQZ%T_&!>U@$1 MJ6HUF%7GL+I1G:^=N-$_.C)\OBB;+)C/P0M+3@BSV1G'[CRY>_7AO7;.^4/N MFN[35I5%9=$V&1PR7Z5;:M([Z[&?D3^-(`=)XS1P(O0/_&;QY5/%536E9>>J M@NYFL]U+6G6(#BT0G*B4DJ5"M=HFZW$ZK*U.UFA_][7K!&/N`S$,UKV@A=X/ M'\?ESK0'I7U%7RD^8JG'51_W$,8?D2;4T^0W=9"VSYW3'9.>OO;^]J[(5[9T M^#PNIL)3)5=JA'6L`EY-=54!_XS@=.U)3'!0E9-.['+NZ\H@VP\/?#!XIKEM.J<&>U/3^8(&?@)N_,^23W/_2.8\SYG:,2:7,SWR"^6M4A^?Y98Z MQ78)UIO6LCE,(TX;"K0GR8:MRC.B7&&VH/Q4OJ)>IJB3M2B8SZZ,71I[@MU^ M$7@)%D6X3P,)#(IF::%]H.[8A%^%J\,AMI$6E-JG9`G$- M7].D:=)R`CL1L\JDK">,6D1/5]G+`MQAQ*F0V.O80JE4(/2+SZLYKZH1%2JN M3Q8@/*54(B`$WKI.G\?6X2.OSE!6B\E!L12HOD&\!]'7&QN41*6_IK.CK:N' M:J0,%K+ZN<&)N-$6-:5S*3[9RVPRFHP6`V:P4$:*W>%O\W,B!.K_*\"&WRJY MG!L!4/(&@.D-@&*]_&P-62^5U:FUI0*F6F,[V^-R4*TNUFBP^WI$03@;')^% MKP,O#3P"Q_$OPMY?H9%@123X(5A(`QE7\&!5H*RLJJJL+%`5#`8"09+1Z)]; M)X9#;\^EX.GT<,/K%.0AG2$9GEL_H%X9PNN-,KT8E)7K:_5 M-V@ELE*%$"N75M;RV+N.`AK8P`&QJ*FIQ=)-FMO-7G,+%7!TN3NQ2QT]_C[V MM=&L#3Y.C//;X7P98?X<"(]5>CQ6L1T1 MH4Z?P^)D][K$)SGSAU">6JQ0DRJYVEC`UHGIC,;94-+C-PX__O;Q/=;ODW:NB%YJY*, MO-82^D9=DX[TTA^T30S]COWES('-J;S]:]4%-I&=\$'_;6D=UV]SQK>Z=U>N*IX]G35K%^\B7%4T!0$041 MPFW_/[_<\^SS/*R_PPGT!CET-@MN8=BTHZ+NI%]?U<54U M'>U$9Z?K="\S%79EU2\W)WRXGZO5E=OM=ILMQ'O*4=%4):ML:+0WLI<&$R)6 M;5Z_AA>MA$!!L/EFV`)F57QL6%Y^18V*VWF4*"\1K2*;+ZB%M*&<*[#HZ2/@ M>>P8<%CN\(-@20&A]*V?2>LCJ:QDU.Z?3X1!!PJ]#Z'4\ILTRB4KZR`#)@FY M>EPZ?S5(FGDI$*J*OK'_9O@PE^S9U[S":;#/M359[2U=%36.QFJG#+:379.H MP(Y>1[9*`P%++##[7?0&\]'&M>M4.>45(K?]&%$NZNUZ5BC0J%*'#HU=N]-S M=I0_.=`Z>I&1"QZ0O-`F!`U\`UH<8B(D5%H M`6&DRLVV4J+.9G,U\*V>;J?'*H.])`KS/QS5$O("CV^V)^@WMT%U/5C:`DOI ML1SOKP>YR!'10512-8[S`T17>[MW@+G[T=6?OOOA^F5Q'3&]Z=R9!(=HQH^E M-&3U!KU>FR'3YQLS!6:[:]]0.I=^JJ?X)#O]^]_^F5\JL71XZK:H?=QAN\5F ML6T<43D+/Y&)S:;F)N;\\/"%BT,)45RC?QV]+3XQ^E*J'+6U MC0W'"FH-76FRB?5URD1&7N`$FQ?`$]3W`+3XQ]TI+:#A@X7P)OK>.Z'OH#?1 MZ[>6/7'WU;4-WP>6L2_:"A@^7=3D19]MZN@?\S\;J=!DQH,M&'@ MV0!P]:N`+O]">CSMY/]M?B6FJD)BJFUD8@K/BEA<[7L\4CAN8SG@#O89YCB+ MJ01=]64%C]S2-&$@D<-_7;'%H%%I0_2BWB*4R@2(<^91*>I:=WU%;JB8Q($W$O*O,=$7_7`5]R(69D`VEB$] M@ZWTA;2QCS_AU#6:RN3:D497C*E:H?;ZYGB" M!F%6L&\+_)C65$='*I0QRI"BU/W&_2Q:_#;0$&[E83/>_SB8?VTJ+7:8T9"(E@./=!SJ%2N$7 MU+E6]0X';S58#4:FQ`E&@2HK-9J8329E_C86A4$+*,CQWL0-#MY)ZF`AX7?C MC$TZ7T:=CZ,N$J23I'P`5\!4/YS'_#_`M)K+\%(BDT.N MNA_^(L!$?]`(S)`6P8Q@7QG\E7:B/H'ZTMRJW,R@%51.B7&WBE/ORS'M9=$\ M%"C+M;`!7H/%P$]_M6[>IUB."C()-5FB/ER"YYQ)KS/K6=%HM1OX*"=1E;N[ M2L&B2+0WWZ!EPJHD?:.P2I'66D-Y\0E7TE=[LB/Y9$"W0<-U7NL ML[^R^E_ORJG_<"J2*W[A5'R6^W,>1+B/1"I1D;L=FT[*T9*7];40\P%\RR=0 MH\_YK"_/K*"N_?>9I'RAVN-;BJ%F#)6B?(NQ?4/XNQ>)3:92S2I#(:<1!9V: M+2JLJBWAT\>(6J/@4+&Y>?FYNT8/3,+WIWX';_-2".4]WG&"^[;:?X0=2`Y< M6<0Y3B.EU-KKE'QZL[YZQQBJALZYL!MV=74*)L``]7GZ>CEW$YTYA7U"YSNLSKFXUC^F$@([-A"ZTFB^+U:D'0:C4ZM5%6G+G'D,.B"*F7 M/-O:,10@&_TNF=1%RJ6?O)3'G9(^Q:?]?7G0@ET5.%9F>5]M6C'>T4D][[/ M?=[G>=Y4M!(EXI"Q']]MAIV0!K^$]9!.HSDZ+DI+1+-1/)J_&N9#$J3^%5Z' M.)@_CA\ET5/"<#H,SW$S\9@9PJ@UC$84>$Y6/$!S:73_?SC`CY1OZV?@)"D= M;*D^1\'<%V/?,VB6CKMV[Y[$0H7>+:"AC;0$+`UMU-.1W6]C"2Q&Z9Z)T3!K M$'>P-]I!"3SGP@&T&A)Q0-J/.UB#TM",@65/M]+=12[EI;)[[W46]YWH*3XK M[99S2JY])@M03C>1VY#6FM69WU88%)ZIUFO,:LM%N]L<]#2;K4T6"^?S6_W? MO>"AV`8NHC+1M,V9=!D_3W640G$),`>2`:>"GV#"S7N"YJ%D_%E;,0"#(7CT M7V\LBQJ!=)Z'_*`^K3-]!"7"P3@+^8WK_I"^7WT,+:'3W_T(250'931(: MT%WVAHB.FRTZ=*R8/L+/4:VJYL!ITMSIT[FIL;OO;F%B>TO#$PM"K&N/8.3; MF,A5>(<[)#I_,$R7N(KM>6Z57F`[[-G9%;>VOR`TP/MXY,(8L!YN0H23;@&I ME#BN/*D24W7_SZ&%WIT9K5?DXI4CJ(#HO5YJ0,^MH:`W-3Q%:V7ZW\ MB((E+[Z`Z4SL7^H\D7\/L'PND&)LI*Z?KI^8&0EBVUC!GGQ*5*(5;#=DA#!:J_,EV.5 M&A2>`R";/!<'_,BM)K_187;$-[D-YB8SQVHWZ9U4;&3'CU7@&_##1DB/^5?> M5*5T"7G65*>R,CIMHU97Q=&IZS75/'6U7"VAT5N32]#RR!*VQE;39.+Y.KQ= MM-6#_!*BKR90[$D/;(LS272*&EY-C:9&32]$0;1RZK368N*U^;W!Z&F3A'`9 M:ZLLC$ME5KA^`^63_XR#33CB;YS<`Z+(N#7D/^MJBM>930U-U%3&G%*J/\"T M9U`0,U$Z]94%V.0ZO#)1A4:5G\Y@)3B$?@XJMK)9TVSF^=KUT\H7,X2OG6RY=H0_I`_PS5'>H]<(I!FWHX(K%)ZN$ M2DY569FVC,HZWM$?#IRY[&.ZW5W-P29.[$%Y*!(_!/42UO@HE.!%4`9*+LS= M]H\UJ1G\U&P:'I!HV7ZVB#0VZ_%?L%O5"@-CJJBKRN5-MI*'QCJ5(Q3,?O(* MEC*_R,,1\N"NS;E"ZUG\8A/I:#2X[?2ITP&KG_IL<"W"4[A0/AHA0JQSH]%- M[E?<IEK@79*21,FYY?<%R>0V44^*X+F8JNRIY>WO?G/[]U M_5KR'AKW]!@$(7@MQ.H>A?>C,6R'B)+Z)%J`W'B\$]E=W/H599[#+P6HN2B$^,?;V7Z8NA;-3 M\+97AZ5K>0CX(=9+C-OK$S.XO6G=>Y4WBQH1"2[Y; MS#BEC=HN`2?EB#"_B"=HE00UM*B$G?2^0BKF[7^8\7=@8,:?GG^:W)]`(X8X M(;,XFBQ.3RMC-+%/ALTU/NIW-TZ?]S.V%E.HG>>I#*E\]/9%W*3\0YF__O#V MHQOMX;[!\]LWT'CK&.>6BHX7E=+2PBQE!I6XJZO7T6@,#C#U#0VZ1CVGSJJU MU=(U=F>M'BLW<=JI53L9O])>*N7%GL#`,4.@D;!>C<)>C)U^GD=+'BZWGV/` M1=Y)&]YW[%@%/Y_..LJ&+TBT,H4M(/4V4X.!"MDD&1`BO4YV^QFWN9T:]..5`FG(')GL"*V-QN5+N.X]X+#&OHV! MM(G%W*#07U@H%!06^H3!H,\7I(=_6,SU*,C_T%VEP4U=5[C">;KJ)!4,C:BM MU[['3$AI/0$FI-!V6&KV+<'!,3@&O"\%+X!M24^+M?@]R5HL6=+3;BW/,MX4 M@1<,AL8QN#,P3:8E*4V'#J:3'R2AE#!MDB%S'W/=F5Z9=LJ/=$:_KNX[]WSG M?.><[U28HU=ID0)H?0FA`;XXCQDY&M%5TV@`U!HZ*Q>5)9I"5>\^L6)SC["Y M^F\SQ_YKE4(\A8F=,^-/!#QA\GQ$6T(O*,!^_8DF,^N+&JE,D[.GDU2KM-KF M\ZJ9;V[=A7):7H(]?9V!0XSDRWDLILKRQ#@6#-6]K0,E?T;+X<_S`^#1WR;& M+J8S[H(^:3(W%*3]O-W<:3$7OT5OVD:()3ANI?A9;\S7$R:S`=-A>@'+U4[= M<8ICX!F!E=9I$Q,TW`,@A?80D:Y?29.W6VBD&+(;JR0%&\H_Y/.A=(;!` MS7EX"VT(V:,7E4^68-N'"`9X(CSN/><6;:O!6YWZ2-^MY_,Q#6U-$J`6IVN*H?B%$91JTMBU@R!Z7?/ M1BZ0<]GFTES.Z[2ZZMR-9EQW-?JG-RY>'HE-DK\]UW3XF1M2^7'L[/*;&"G< MB9GHS(&M7?PB`3XNG]M77ZMK::8XCNWJLLC^\E]WPORS[FAU-91+BI]K%`RX MI@;&:)@&UV;3_D%R;K!E'XT,X*16U8)UBU2^U30EKLE*QN[!4*ZDH5X!%6NA M!.6A9:N0#"G0"X^1#$K@TK\_AA3U6KWBU>J=VS>_^1`J'L_<_O#6'[>A+92\ M!)T0X*ZL^/V;DL_FH1G[K8&L`BXO^FKMT:I3>TNI!P"MKLQQ-Q)T\W@ZL&:> MYHUN6[-RH1R4&705%.7A#HB]V'M37(H'QSVHQU[XT0F% M`&S6GAY:I>'C+%XY>CSC2O$.<-D=/2[2YF3M)H[K-MGT5EGZ3%VTGCQ05/%& M`ZUJ,!P\KD1+;Z^^?^ER(G.>"@5#H4A4AJI!B\G5WX//_O/')G^;>JSJ.76I]FLZO,'&1N$Z1:1T^V="H.E9/ M?;R8.TV.2IY<[M1U-!*>H1(GS=$S.45#+T@G$H$@):1B'J_@;9@D1P<'AK'M M8F-6W)B57/T`KL?FOX9RQ7N_OGIXE-IQH2.B2AK["KK"MKX^Y5AV>'IDU*A. M4E%]^'2H7I:"A8S4;+?:[);&5`.Y^?5#VT^'3B6T=$*7,EYIFVO)_\V9&-.H MK#K=6KW_V+5/=90.;4I)8UY_("!<[)@B'WQX?3XW<(PW19"5P._@UZ?/*R:` M467I-I`G-4.XJ&Y\G5D%?\*`4^L::W:K9>H[Z$M0=J'^VM!@.)&B>)^?#P1D M\D:L=M8QDH?S*D2:C=!/.`(NWJ?$ M@BKHIWR\%Q.6[T=[-=*$DW<$K"'6RZ7>ABL7\O+A#I$2K@3XK+M`#@FC(!YF M)$E8=`L6/\R)_0WB'BP\5S#@G"MFURNM+M9AI5Y!X:W01-ACCKZ`,AT.I2E> M0,6,=,@5YH+,^4WYZU'-!N@D'$%',JI,!L-]N0M%C#1KBQFQ^/WQPK)\^"*< M@<^A&?B:N`%75"3@+>CU^=PQ4OXSS+8]C"0#JZ_F4*IPD]:[.0_GM_#FJ"FN M3UOZNOF7<+^^`P$QE#PWD"*]_AZ7GQ;0&@8,.P,VO=+FV"3NPD$C&3#B3)JT2LYIQ\UA(SJ-ED`WX?"[_+QR,)D8\5`".LJ` M>"XEMK@IIDK4P=7H?G[-3PD-V];>1K*LQ^.@.Z*$QV'RV,EVC::]-=,Q]OZ- MV;L9&FX1B],W?+X+D0+YRIZL2&8E'R7SQ)WB,05:P$O>"UB@>R8\OF!9K(Y%L_U;T(Z['XNZD=[7>0E](*_ZCR1BL M':JT`M9D]V$-^@+@\TK<5*#^?^=W,[^$R\'LX.2Y<+3;ZJ.R=80V%F>3Y-E4 MA\LA<^AZ[`:E'G2`9E2#Y=WDV/AXE'=R,8KG>AT^Z^")7ARW M*!ONSEAEV\F-D2]D\@* MX^2P8-%$Z.%*PNSOXV+D<"J>GBN>VKR_CCGX)LT-=`QS0YJ7S1>O9*AOZ)M7+5\YHG[%+ZL=G]K;.KB[IEL[R MYMR:CLZVSI8.CJ6QH*9S8%!F1)Y\37YK?HA4)7LJU.)*H,7`\"D&6AQ7";$X M!LE!)8ULOS5_9(C^CODNSK9[V;H-^[Q_<9C-]YOL]@_B'P_93HY<"CSLZ!@<[.1P,O7SYZ]+(<7QVP`?D]$-@[ M^7YPJ^BJ@J79^45%N=4S2V/#Y!;.?='Y.SO.7,G3F236^#JZOJ?AW,^UW'CEEO[GX?_1(?+CM"@`C+I7;@IE;F1S=')E86T-96YD;V)J#3(S-R`P(&]B M:@T\/"`O1G5N8W1I;VY4>7!E(#`@+T1O;6%I;B!;(#`@,2!=("]286YG92!; M(#`@,2!=("]":71S4&5R4V%M<&QE(#@@+U-I>F4@6R`R-38@72`-+TQE;F=T M:"`R-S$@+T9I;'1E7V!A8F-D969G:&EJ:VQM;F]P<7)S='5V=WAY>GM\?7Y_@(&"@X2% MAH>(B8J+C(V.CY"1DI.4E9:7F)F:FYR=GI^@H:*CI*6FIZBIJJNLK:ZOL+&R ML[2UMK>XN;J[O+V^O\#!PL/$Q<;'R,G*R\S-SL_0T=+3U-76U]C9VMOKK[.WN[_#Q\O/T]?;W^/GZ^_S]_O\"#`"M]G^!"F5N9'-T MF4@6R`R-34@72`O3&5N9W1H(#,Y-R`O1FEL=&5R M("]&;&%T941E8V]D92`^/B`-SF,*>YS&T>\YK/_!:PH/];R,(6L:C%+&X)2UK*TI:QK.4L;P4K M6LG*5K&JU:QN#6M:R]K6L:[UK&\#&]K(QC:QJ]K+WO:QK_WL[P`'.LC!#G&HPQSN"$ZR,4N<:G+7.X*5[K*U:YQK>M<[P8WNLG- M;G&KV]SN#G>ZR]WN<:_[W.\!#WK(PQ[QJ,<\[@E/>LK3GO&LYSSO!2]ZR M\:K7O.X-;WK+V][QKO>\[P,?^LC'/O&ISWSN"U_ZRM>^\:WO?.\'/_K)SW[Q MJ]_\[@]_^LO??P08`+W"?P(*96YD7!E("]%>'1'4W1A=&4@#2]302!F86QS92`-+U--(#`N,#(@#2]/ M4"!F86QS92`-+T)'(#(S-R`P(%(@#2]50U(@,C0P(#`@4B`-+TA4("]$969A M=6QT(`TO5%(@+TED96YT:71Y(`T^/B`-96YD;V)J#3(T,"`P(&]B:@T\/"`O M1G5N8W1I;VY4>7!E(#`@+T1O;6%I;B!;(#`@,2!=("]286YG92!;("TQ(#$@ M72`O0FETF4@6R`R-38@72`O3&5N9W1H(#4R M-R`O1FEL=&5R("]&;&%T941E8V]D92`^/B`-("(B(B0F)B8H*BHJ+"XN+ MC`R,C(T-C8V.#HZ.CP^/CY`0D)"1$9&1DA*2DI,3DY.4%)24E165E986EI:7 M%Y>7F!B8F)D9F9F:&IJ:FQN;FYPGI\?GY^@(*"@H2&AH:(B MHJ*C(Z.CI"2DI*4EI:6F)J:FIR>GIZ@HJ*BI*:FIJBJJJJLKJZNL+*RLK2VM MK:XNKJZO+Z^OL#"PL+$QL;&R,K*RLS.SL[0TM+2U-;6UMC:VMKX.+BX MN3FYN;HZNKJ[.[N[O#R\O+T]O;V^/KZ^OS^_O\!`P,#!0<'!PD+"PL-#P\/$ M1,3$Q47%Q<9&QL;'1\?'R$C(R,E)RWM[?7]_?X&#@X.%AX>'B8N+BXV/CX^1DY.3E9>7E MYF;FYN=GY^?H:.CHZ6GIZ>IJZNKK:^OK[&SL[.UM[>WN;N[N[V_O[_!P\/#Q MOKZ^WO[^_Q\ M_/S]??W]_G[^_O]___\"#`#GK#\0"F5N9'-T"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`- M/CX@#65N9&]B:@TR(#`@;V)J#3P\(`TO4')O8U-E="!;("]01$8@+U1E>'0@ M72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`^/B`-+T5X M=$=3=&%T92`\/"`O1U,Q(#(S.2`P(%(@/CX@#2]#;VQO`B!<,#$U!P(+"0$67#`Q-04" M%@\@"P(%"35<,#$U!P<"!0@I+3(Q,"XR*#\_/S\_/S\_/S\_/S\_/S\_/S\_ M/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_*2TQ-3`Q+C4H&1D9+Q`I M751*"BTT+C`R("TQ+C0@5$0*6R@0(BDM,C`R,"@\`@4'7#`Q-08."1X"(%PP M,34'!@\."!8&#`@)7#`Q-0X+"1X"(%PP,34'`@L)-`5<,#$U#@A<,#$U`P<& M#PX(*2TS,3$N,2@_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_ M/S\I+3$U,#$N,2@9&1DO$"E=5$H*5"H*6R@0)RDM,C`R,"@\#PX'!0\@"`E< M,#$U#@L),@4/`P(+!`4"""DM,3$P+C8H/S\_/S\_/S\_/S\_/S\_/S\_/S\_ M/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\I+3$U,#$N-R@9 M&1DO$2E=5$H*+T8Q,B`Q(%1F"C(Q+C$T-"`M,B!41`HH.B(;)@@&."E4:@HO M1C$Q(#$@5&8*+3(Q+C$T-"`M,2XT(%1$"ELH$",I+3(P,C`H)"46!A,&!PA< M*0DS!@Y<,#$U#@,&7#`Q-2`)`0=<,#$U!P(<`@X'"0$#%@(+!"`""`E<,#$U M#@L)'@(,#P4'"`D/#@DS#P4<"3@O,"DM,S@Q+C4H/S\_/S\_/S\_/S\_/S\_ M/S\_/RDM,34P,"XU*!E!+Q`I751*"D54"F5N9'-T"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@ M,"`-/CX@#65N9&]B:@TU(#`@;V)J#3P$`TO4')O8U-E="!;("]01$8@+U1E M>'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`O1C$T M(#(R."`P(%(@+T8Q-2`Q,S`@,"!2("]&,38@,3,Q(#`@4B`^/B`-+T5X=$=3 M=&%T92`\/"`O1U,Q(#(S.2`P(%(@/CX@#2]#;VQO`@P/!0<("2DX,BXU*`\."2DX,BXU*#,/!1P)*3@R+C4H$"LO,%PI M"2DX,BXU*$4$7#`Q-04'`@4@&@DI.#(N-2@>`@P/!0<("2DX,BXU*`\."2DX M,BXU*#,/!1P)*3@R+C4H$"LO10DI.#(N-2A<,#$U#@L)*3@R+C4H/`0%!0(. M!RE=5$H*5"H*6R@>`@P/!0<("2DM,C(X*`\."2DM,C(X*#,/!1P)*2TR,C@H M."\P7"D)*2TR,C@H7#`Q-0X+"2DM,C(X*%PP,34<`@X+'`(.!P@)*2TR,C@H M!P$*2TR,C@H!Q8""`()*2TR,C@H!0(,#P4'"%PI"2DM,C(X*%PP,34("2DM M,C(X*`@/#PX)*2TR,C@H7#`Q-0@)*2TR,C@H!0)<,#$U"`\.7#`Q-1,@&@DI M+3(R."@,!5PP,34#!P8#7#`Q-1,@`@DI+3(R."A<,#$U%0<"!0DI+3(R."@= M`BE=5$H*5"H*6R@"(`(#!P4/#@8#7#`Q-2`@&@DI,3$H'R`""2DQ,2@(!`,6 M"2DQ,2@<7#`Q-0<"!09<,#$U(`DI,3$H'08'%EPI"2DQ,2@/!0DI,3$H%00% M#@8(%@DI,3$H"`0#%@DI,3$H'%PP,34'`@4&7#`Q-2`)*3$Q*`"!;(#`@,"`V,3(@ M-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TX(#`@;V)J#3P$`TO4')O M8U-E="!;("]01$8@+U1E>'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]& M,3(@,C$Y(#`@4B`O1C$V(#$S,2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3 M,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@/CX@ M#3X^(`UE;F1O8FH-.2`P(&]B:@T\/"`O3&5N9W1H(#@S-CD@/CX@#7-T,3$)20A< M*0DT7#`Q-05<,#$R`@=<*0DP'%PP,34%!UPI"0$"7#`Q-04(7"D)-RP\+`DR M`@X.`AI<*0D^7#`Q-1,:*51J"E0J"C`@5&,*,"!4=PI;*#T"#`\'"2DM-S@H M7#`Q-0<)*2TW."@^!`4@!@Y<,#$R!P\."2DM-S@H/`]<,#$U!PDI+3`@<$!0X("2DM.#0N M-2A<,#$U!0()*2TX-"XU*`4"30(#!P(+"2DM.#0N-2A<,#$U"`DI+3@T+C4H M7#`Q-0DI+3@T+C4H!0(+!`,'!@\."2DM.#0N-2@/%0DI+3@T+C4H"%PP,34@ M`@@)*2TX-"XU*%PP,34."RE=5$H*,"`M,2XR(%1$"ELH7#`Q-0,##P0.!P@) M*30V+C4H!0(#`@9<*%PP,343(`(L"2DT-BXU*!D."2DT-BXU*%PP,34+"P8' M!@\."2DT-BXU*`%`DI+3(V*`@'7#`Q M-0<$"`DI+3(V*!T&!Q8)*2TR-B@'%@()*2TR-BA)#@8'`@L)*2TR-B@!!UPP M,34'`@@)*2TR-B@=%@(."2DM,C8H!@<)*2TR-BA<,#$U`P,""P(+"2DM,C8H M!P$*2TR-B@'%@(I751*"E0J"ELH1@\%(`L)*34S*#0%7#`Q-0L""2DU,RA$ M!5PP,3)<,#$U#@9'7#`Q-0<&#PY<*0DI-3,H`D@"`P<&7"@""2DU,R@W7#`Q M-0X$7#`Q-04:"2DU,R@07"D)*34S*!$K*Q$L"2DU,R@T%@()*34S*$D.!@<" M"PDI-3,H`0=<,#$U!P(("2DU,R@&'`P/"`(("2DU,R@'%@()*34S*"`/'0(( M!PDI-3,H7#`Q-0P,(`8#7#`Q-1,@`@DI-3,H!UPP,34%!D@(*5U42@I4*@I; M*`\."2DV,R@")0P/!0<("2DV,R@5!0\<"2DV,R@R+C0>"2DV,R@##P0.!P4& M`@@)*38S*`"2DM-#`2E=5$H*+T8Q-B`Q(%1F"C(P+C4V(#`@5$0**`$I M5&H*+T8Q,2`Q(%1F"C`N-30@,"!41`I;*`DI,C`H7#`Q-0X+"2DR,"@T0B0) M*3(P*#,9'@$T"2DR,"@M)!<>`0DI,C`H7#`Q-0X+"2DR,"@]`@@&7#`Q,@XI M751*"B]&,38@,2!49@HQ-BXV(#`@5$0**`$I5&H*+T8Q,2`Q(%1F"C`N-30@ M,"!41`I;*%PI"2DR,"A<,#$U!0()*3(P*`4"7#`Q,@8(!P(%`@L)*3(P*`8. M*5U42@HM,S@N,C0@+3$N,B!41`I;*`<6`@DI-C(N-2A)#@8'`@L)*38R+C4H M`0=<,#$U!P(("2DV,BXU*%PP,34."PDI-C(N-2@&#@DI-C(N-2A<,#$U"2DV M,BXU*`X$'!,"!0DI-C(N-2@/%0DI-C(N-2@5#P4"!EPP,3(."2DV,BXU*`,/ M!`X'!08""`DI-C(N-2@'%@4/!%PP,3(6#P0'"2DV,BXU*`<6`@DI-C(N-2@= M#P4@"RP)*38R+C4H&0X)*38R+C4H!P\'7#`Q-2!<*0DI-C(N-2@=`@DI-C(N M-2@67#`Q-5PH`@DI-C(N-2A<,#$U#`P%#R4&'%PP,34'`B`:*5U42@I4*@I; M*"(0(PDI+3$P+C4H!0)<,#$R!@@'!5PP,34'!@\."`DI+3$P+C4H7#`Q-0X+ M"2DM,3`N-2@,`@X+!@Y<,#$R"2DM,3`N-2A<,#$U#`P@!@-<,#$U!P8/#@@) M*2TQ,"XU*!4/!0DI+3$P+C4H#P0%"2DM,3`N-2A<*%PP,34%!@\$"`DI+3$P M+C4H!P5<,#$U"P(<7#`Q-04;""P)*2TQ,"XU*$8""2DM,3`N-2A<,#$U*3`H M(`@/"2DM,3`N-2@@!@,"#@@""2DM,3`N-2@/!Q8"!0DI+3$P+C4H!P5<,#$U M"P(<7#`Q-04;"`DI+3$P+C4H%0\%*5U42@I4*@I;*`,"!0=<,#$U!@X)*2TW M."XU*`\5"2DM-S@N-2@/!`4)*2TW."XU*`P%#PL$`P<("2DM-S@N-2A<,#$U M#@L)*2TW."XU*`P%#PL$`P<)*2TW."XU*`-<,#$U!P)<,#$R#P4&`@A<*0DI M+3"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]& M,3(@,C$Y(#`@4B`O1C$U(#$S,"`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3 M,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@/CX@ M#3X^(`UE;F1O8FH-,3@@,"!O8FH-/#P@+TQE;F=T:"`W-#(V(#X^(`US=')E M86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G7!E("]086=E(`TO4&%R96YT(#$V-R`P(%(@#2]2 M97-O=7)C97,@,C,@,"!2(`TO0V]N=&5N=',@,C0@,"!2(`TO365D:6%";W@@ M6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2 M;W1A=&4@,"`-/CX@#65N9&]B:@TR,R`P(&]B:@T\/"`-+U!R;V-3970@6R`O M4$1&("]497AT(%T@#2]&;VYT(#P\("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P M(%(@+T8Q-2`Q,S`@,"!2("]&,38@,3,Q(#`@4B`^/B`-+T5X=$=3=&%T92`\ M/"`O1U,Q(#(S.2`P(%(@/CX@#2]#;VQO.QH:/EPI(#$(`28B)B0<)"`F)RE4 M:@HO1C$Q(#$@5&8*,B`M,2XX-"!41`I;*!D.`R`$"P(+"2DS-B@&#@DI,S8H M!Q8&"`DI,S8H!0(@`EPP,34(`@DI,S8H7#`Q-04""2DS-B@#`@4'7#`Q-08. M"2DS-BA*2A4/!1U<,#$U!0LO(`\/&P8.7#`Q,C$Q"2DS-B@(!UPP,34'`AP" M#@<(7"D)*3,V*`8.7"@/(%PH!@Y<,#$R"2DS-B@%!@@;"`DI,S8H7#`Q-0X+ M"2DS-B@$#@,"!0=<,#$U!@X'&EPI"2DS-B@=%@8#%BE=5$H*+3(@+3$N,B!4 M1`I;*%PP,34%`@DI+3DV+C4H`P]<*`(%`@L)*2TY-BXU*!,:"2DM.38N-2@' M%@()*2TY-BXU*`A<,#$U%0()*2TY-BXU*!9<,#$U!1,/!0DI+3DV+C4H#`4/ M7"@&"`8/#@@)*2TY-BXU*`\5"2DM.38N-2@'%@()*2TY-BXU*#(%!EPH7#`Q M-0<""2DM.38N-2@!`@,$!08'!@(("2DM.38N-2A`!@<&7#`Q,EPP,34'!@\. M"2DM.38N-2@>`A4/!1P)*2TY-BXU*!<#!PDI+3DV+C4H#Q4)*2TY-BXU*!`F M)B,L"2DM.38N-2@!!`,6*5U42@I4*@I;*`@'7#`Q-0<"'`(.!P@)*2TQ,37!E("]0 M86=E(`TO4&%R96YT(#$V-R`P(%(@#2]297-O=7)C97,@,C8@,"!2(`TO0V]N M=&5N=',@,C<@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TR M-B`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@+T8Q-"`R,C@@,"!2(#X^(`TO M17AT1U-T871E(#P\("]'4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@ M+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD;V)J#3(W(#`@;V)J#3P\("],96YG M=&@@.38Q-R`^/B`-`@,@!@X&#EPP,3()*38X*#,"`@L&#EPP,3()*38X*`$" M7#`Q-0=<*3$Q"2DV."A<,#$U#@LI751*"C(Q+CDU-B`M,BXT(%1$"B@9&2\B M*51J"D54"F5N9'-T7!E("]0 M86=E(`TO4&%R96YT(#$V.2`P(%(@#2]297-O=7)C97,@,CD@,"!2(`TO0V]N M=&5N=',@,S`@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TR M.2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@ M+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@ M/CX@#3X^(`UE;F1O8FH-,S`@,"!O8FH-/#P@+TQE;F=T:"`X.3@T(#X^(`US M=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]& M,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(S.2`P(%(@/CX@ M#2]#;VQO"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@ M+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O M1U,Q(#(S.2`P(%(@/CX@#2]#;VQO"!;(#`@ M,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`O M1C$T(#(R."`P(%(@+T8Q-B`Q,S$@,"!2(#X^(`TO17AT1U-T871E(#P\("]' M4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C4@,"!2(#X^ M(`T^/B`-96YD;V)J#3,Y(#`@;V)J#3P\("],96YG=&@@.3!RDT,R@:!AA<,#$R M$0*5U42@I4*@I;*"]<,#$R!RDQ-"@+%%PP,3(1!`9<,#$R!RDQ M-"@/$@!RDQ,2@37#`Q,EPP,3('*3$Q*!<$ M'`8/"Q($$2`'*3$Q*`@+!EPP,3('*3$Q*%PP,35<,#$R#@01%@\2#@*51J"B]&,3$@,2!49@HR("TQ+C@V(%1$"ELH1`0%"2DU M,BA<,#$R!0\=!Q8)*34R*`L"#`(."P@)*34R*`8."2DU,B@,7#`Q-04'"2DU M,B@$#`\."2DU,B@/!`4)*34R*%PP,343!B`&!QH)*34R*`7!E("]086=E(`TO4&%R96YT(#$V.2`P(%(@#2]297-O=7)C97,@-#$@,"!2 M(`TO0V]N=&5N=',@-#(@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N M9&]B:@TT,2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]& M;VYT(#P\("]&,3$@,C,T(#`@4B`O1C$T(#(R."`P(%(@/CX@#2]%>'1'4W1A M=&4@/#P@+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R M-2`P(%(@/CX@#3X^(`UE;F1O8FH--#(@,"!O8FH-/#P@+TQE;F=T:"`Q,#`R M-"`^/B`-*51J"B]&,3$@,2!49@HR("TQ M+C@@5$0*6RA$!`4)*2TT,R@'%@4"`@DI+30S*"!<,#$U!5PP,3(""`<)*2TT M,R@#!`@'#QP"!0A<*0DI+30S*$9<,#$U($\U7#`Q-04'7"D)*2TT,R@T#QH( M"2DM-#,H2DH>,3$)*2TT,RA)"%PI"2DM-#,H7#`Q-0X+"2DM-#,H-%PP,34% M7#`Q,@('7"D)*2TT,RA<,#$U`P,/!`X'`@L)*2TT,R@5#P4)*2TT,RA<,#$U M#`P%#R4&'%PP,34'`B`:"2DM-#,H$2<[7"DI751*"BTR("TQ+C(@5$0*6R@1 M$#L)*3@Y+C4H7#`Q-0X+"2DX.2XU*!!#.PDI.#DN-2@/%0DI.#DN-2@.`@<) M*3@Y+C4H"%PP,34@`@@)*3@Y+C4H!@X)*3@Y+C4H$2LK$5PI"2DX.2XU*`4" M"`P"`P<&7"@"(!HL"2DX.2XU*$9<,#$U($\U7#`Q-04'"2DX.2XU*`4""P0# M`@L)*3@Y+C4H!@<("2DX.2XU*`P$!0,67#`Q-0@""`DI.#DN-2@5!0\<"2DX M.2XU*`0("2DX.2XU*!4%#QP)*3@Y+C4H$"8F)@DI.#DN-2@'#PDI.#DN-2@1 M*RL0+`DI.#DN-2@7*5U42@I4*@I;*`@&7#`Q,@X&'P-<,#$U#@<)*3(R+C4H M!0(+!`,'!@\."2DR,BXU*`\5"2DR,BXU*`P$!0,67#`Q-0@""`DI,C(N-2@3 M&@DI,C(N-2A<,#$U#AH)*3(R+C4H#PX""2DR,BXU*`\5"2DR,BXU*`<6`@@" M"2DR,BXU*`,$"`"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q M,2`R,S0@,"!2("]&,30@,C(X(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q M(#(S.2`P(%(@/CX@#2]#;VQO%`DI+3$W,2@(!UPP,34'!`@) M*2TQ-S$H'08'%@DI+3$W,2@'%@()*2TQ-S$H20X&!P(+"2DM,3"2DS-BXU*`,/!`X'!08""`DI,S8N-2@'#PDI,S8N-2@' M%@()*3,V+C4H20X&!P(+"2DS-BXU*`$'7#`Q-0<"""P)*3,V+C4H&0X)*3,V M+C4H#P4+`@4)*3,V+C4H!P\)*3,V+C4H'%PP,34&#@=<,#$U!@X)*3,V+C4H M!@<("2DS-BXU*$8T1`DI,S8N-2@<`AP3`@4(%@8,7"D)*3,V+C4H/!8&#EPP M,34)*3,V+C4H%EPP,34("2DS-BXU*%PP,35<,#$R!0(""PDI,S8N-2@'#RE= M5$H*5"H*6R@(`EPH`@5<,#$U(`DI,S`H!0(A!`8%`AP"#@<(7"D)*3,P*`8. M`R`$"P8.7#`Q,@DI,S`H!Q8""2DS,"@"(`8"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q M,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`O1C$T(#(R."`P(%(@+T8Q-2`Q,S`@ M,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C,Y(#`@4B`^/B`-+T-O;&]R M4W!A8V4@/#P@+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD;V)J#30X(#`@;V)J M#3P\("],96YG=&@@.3$V,2`^/B`-*51J"B]& M,3$@,2!49@HR("TQ+C@V(%1$"ELH/`\."`0<`@4)*38S+C4H#`4/"P0#!P@) M*38S+C4H!@X)*38S+C4H7#`Q,@(.`@5<,#$U(%PI"2DV,RXU*%PP,34."PDI M-C,N-2@&#@DI-C,N-2@,7#`Q-04'!@,$(%PP,34%"2DV,RXU*`P%#PL$`P<( M"2DV,RXU*!4/!0DI-C,N-2@37#`Q-1,&`@@)*38S+C4H7#`Q-0X+"2DV,RXU M*`8.%5PP,34.!PA<*0DI-C,N-2A<,#$U!0()*38S+C4H"`03*@(#!PDI-C,N M-2@'#PDI-C,N-2@%`EPP,3($(%PP,34'!@\.*5U42@HM,B`M,2XR(%1$"ELH M$P\'%@DI+3$P,R@+#QP""`<&`UPP,34@(!H)*2TQ,#,H7#`Q-0X+"2DM,3`S M*`8.!P(%#EPP,34'!@\.7#`Q-2`@&BP)*2TQ,#,H&0X)*2TQ,#,H7#`Q-0L+ M!@<&#PY<*0DI+3$P,R@##PX(!!P"!0DI+3$P,RA<,#$U`P<&7"@&"`<)*2TQ M,#,H7#`Q,@4/!`P("2DM,3`S*`P$!PDI+3$P,R@,!0(("`0%`@DI+3$P,R@/ M#@DI+3$P,RA<,#$R#UPH`@4.'`(.!P@I751*"E0J"ELH7#`Q-04/!`X+"2DT M-RXU*`<6`@DI-#*51J"B]& M,3$@,2!49@HR("TQ+C@V(%1$"ELH1`0%"2DM-3`H*@1<*`(.!B`""2DM-3`H M#`4/"P0#!P@)*2TU,"A<,#$U!0()*2TU,"@+`EPH`B`/#`(+"2DM-3`H%0\% M"2DM-3`H7#`Q-0X+"2DM-3`H!`@""PDI+34P*!,:"2DM-3`H"!Q<,#$U("`) M*2TU,"@#%@8@"P4"#@DI+34P*%PP,34."PDI+34P*`8.%5PP,34.!P@L"2DM M-3`H&14)*2TU,"@/!`4)*2TU,"@,!0\+!`,'"`DI+34P*!9<,#$U7"@"*5U4 M2@HM,B`M,2XR(%1$"ELH"%PP,345`@<:"2DW-BXU*`P%#Q,@`AP("2DW-BXU M*`<67#`Q-0<)*37!E M("]086=E(`TO4&%R96YT(#$V.2`P(%(@#2]297-O=7)C97,@-3`@,"!2(`TO M0V]N=&5N=',@-3$@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TU,"`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT M(#P\("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@+T8Q-2`Q,S`@,"!2(#X^ M(`TO17AT1U-T871E(#P\("]'4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A8V4@ M/#P@+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD;V)J#34Q(#`@;V)J#3P\("], M96YG=&@@,S$R-B`^/B`-'1'4W1A=&4@/#P@+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C M92`\/"`O0W,Y(#(R-2`P(%(@/CX@#3X^(`UE;F1O8FH--30@,"!O8FH-/#P@ M+TQE;F=T:"`U-C4P(#X^(`US=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P M($T@6UTP(&0*+T=3,2!G`@P/!0`@P/!0<)*3@R*`\."2DX,B@S#P4<"2DX,B@0*R\P M7"D)*3@R*%PP,34."2DX,B@"7"A<,#$U(`1<,#$U!P8/#@DI.#(H'5PP,34( M*5U42@HT+C0W("TQ+C(@5$0*6R@#7#`Q-04%!@(+"2DM.3`H#P0'"2DM.3`H M!`X+`@4)*2TY,"@'%@()*2TY,"@(!`P"!5PH!@@&#PX)*2TY,"A<,#$U#@L) M*2TY,"@=!@<6"2DM.3`H!Q8""2DM.3`H#%PP,34%!P8#!@Q<,#$U!P8/#@DI M+3DP*`\5"2DM.3`H#P0%"2DM.3`H'%PP,34.7#`Q-5PP,3("'`(.!UPI"2DM M.3`H!@X#(`0+!@Y<,#$R"2DM.3`H#P0%*5U42@I4*@I;*#P6!@(5"2DM-3,H M)"4"`P0'!EPH`@DI+34S*$0V`P(%"2DM-3,H$CPD1!0)*2TU,RA<,#$U#@L) M*2TU,R@\%@8"%0DI+34S*#,&#EPP,34.`P9<,#$U(`DI+34S*$0I,"@V`P(% M"2DM-3,H$CPS1!1<*0DI+34S*`\5"2DM-3,H!Q8""2DM-3,H`D@"`P<&7"@" M#@(("`DI+34S*`\5"2DM-3,H!Q8"*5U42@I4*@HP+C`P,#$@5&,*+3`N,#`P M,2!4=PHH"P((!EPP,3(."5PP,34."PD'%@()#PP"!5PP,34'!@\."0\5"0\$ M!0D+!@@#(`$!`4""0,/#@<%#R`("5PP,34."PD,!0\#`@L$!0((+`D^7#`Q M-0@""PD/#@D'%EPP,34'"0)<*%PP,34@!%PP,34'!@\.7"D)#P0%*51J"E0J M"C`@5&,*,"!4=PI;*#PD1`DI-#`H7#`Q-0X+"2DT,"@\,T0)*30P*!9<,#$U M7"@""2DT,"@##PX#(`0+`@L)*30P*`<67#`Q-0<)*30P*`\$!0DI-#`H"P8( M`R`/"`0%`@DI-#`H`P\.!P4/(`@)*30P*%PP,34."PDI-#`H#`4/`P(+!`4" M"`DI-#`H7#`Q-04""2DT,"@+`@@&7#`Q,@X""PDI-#`H!P$*30P*`(."`0% M`BE=5$H*5"H*6R@'%EPP,34'"2DX,R@&#A4/!1Q<,#$U!P8/#@DI.#,H!0(A M!`8%`@L)*3@S*`"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q M,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`O1C$U(#$S,"`P(%(@/CX@#2]%>'1' M4W1A=&4@/#P@+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y M(#(R-2`P(%(@/CX@#3X^(`UE;F1O8FH--C`@,"!O8FH-/#P@+TQE;F=T:"`V M-S8R(#X^(`US=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0* M+T=3,2!G`@P/!0`EPP,3(&"`<%7#`Q-0<&#PX)*2TW,BXU M*`$'7#`Q-0<"'`(.!PDI+3!EPP,3(6!P@) M*2TU-"@77#`Q,@4"`AP"#@=<*0DI+34T*`M<,#$U!P(+"2DM-30H7#`Q-0@) M*2TU-"@/%0DI+34T*"X/7"@"'!,"!0DI+34T*!`F7"D)*2TU-"@1*RL07"D) M*2TU-"@3`@<=`@(."2DM-30H!Q8""2DM-30H/`\<#%PP,34.&@DI+34T*%PP M,34."PDI+34T*"0A!`8!`@5<*`()*2TU-"@T!00(!RE=5$H*-"XP-#0@+3$N M,2!41`I;*#P/'`Q<,#$U#AI<*0DI+3,U+C4H+BP)*2TS-2XU*!`EPP,3(&"`<%7#`Q-0<&#PX)*2TS-2XU*`$'7#`Q-0<"'`(.!PDI M+3,U+C4H#PX)*2TS-2XU*#,/!1P)*2TS-2XU*#@O%PDI+3,U+C4H#PXI751* M"E0J"B@N#UPH`AP3`@4)$2M<*0D1*RL0"5PP,34."PD&#@,/!0P/!5PP,34' M`@L)%@(%`@8."1,:"04"%0(%`@X#`BPI5&H*+30N,#0T("TQ+C0@5$0*6R@0 M*RDM,30X*"P03RDM,38T-B@77#`Q,@4"`AP"#@<)'08'%@D'%@()/!8&(`L% M`@XQ"`DT`B`"7"@&"`8/#@E&#P4;"!8/#`D+7#`Q-0<""PDW!"`:"1!<*0D0 M)B8Z"04"7#`Q,EPP,34%"P8.7#`Q,@D'%@()(`8#`@X(!@Y<,#$R"0\5*5U4 M2@HT+C`T-"`M,2XQ(%1$"ELH`0((7#`Q-1P""2DT,BXU*`$'!0("!PDI-#(N M-2@#%EPP,34%7#`Q-0,'`@4(+`DI-#(N-2@S!B`""PDI-#(N-2A<,#$U"`DI M-#(N-2@D)18&$P8'"2DT,BXU*!(0*Q027#`Q,A0)*30R+C4H!P\)*30R+C4H M!Q8""2DT,BXU*#P/'`Q<,#$U#AHQ"`DI-#(N-2A<,#$U#@X$7#`Q-2`)*30R M+C4H!0(,#P4'"2DT,BXU*`\."2DT,BXU*#,/!1P)*30R+C4H$"LO,"E=5$H* M5"H**!4/!0D'%@()#`(%!@\+"0(."P(+"3T"`P(<$P(%"2(07"D)$"8F.@E< M,#$U#@L)!@X##P4,#P5<,#$U!P(+"18"!0(&#@D3&@D%`A4"!0(.`P(L*51J M"BTT+C`T-"`M,2XT(%1$"ELH$"LI+3$T."@L$4\I+3$V-#8H0`('!P(%"2DM M,3,Y+C4H7#`Q-5PP,3(%`@(<`@X'"2DM,3,Y+C4H'08'%@DI+3$S.2XU*#P6 M!B`+!0(.,0@)*2TQ,SDN-2@T`B`"7"@&"`8/#@DI+3$S.2XU*$8/!1L(%@\, M"2DM,3,Y+C4H"UPP,34'`@L)*2TQ,SDN-2A<,#$U"`DI+3$S.2XU*`\5"2DM M,3,Y+C4H-P0@&@DI+3$S.2XU*!!<*0DI+3$S.2XU*!`F)B8)*2TQ,SDN-2@% M`EPP,3)<,#$U!0L&#EPP,3()*2TQ,SDN-2@'%@(I751*"C0N,#0T("TQ+C$@ M5$0*6R@%`@X"'5PP,34@"2DX-2@/%0DI.#4H(`8#`@X(!@Y<,#$R"2DX-2@/ M%0DI.#4H`0((7#`Q-1P""2DX-2@!!P4"`@<)*3@U*`,67#`Q-05<,#$U`P<" M!0@L"2DX-2@S!B`""PDI.#4H7#`Q-0@)*3@U*"0E%@83!@<)*3@U*!(0*Q02 M"Q0)*3@U*``@@'7#`Q-0<""PDD(00&!QH)&0X#`@X'!EPH`@DR(%PP,34.7"D)'R`" M"PD6`@4"'08'%BPI751*"E0J"ELH$"LI+3$T."@L.BDM,C$T-B@T%@()*3(Q M*#,&!0@'"2DR,2@M`EPP,34%"`DI,C$H&0X#+`DI,C$H$2LK$0DI,C$H%QP" M#@L""PDI,C$H7#`Q-0X+"2DR,2@>`@@'7#`Q-0<""PDI,C$H`07!E("]086=E(`TO4&%R96YT(#$W,"`P(%(@#2]2 M97-O=7)C97,@-C(@,"!2(`TO0V]N=&5N=',@-C,@,"!2(`TO365D:6%";W@@ M6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2 M;W1A=&4@,"`-/CX@#65N9&]B:@TV,B`P(&]B:@T\/"`-+U!R;V-3970@6R`O M4$1&("]497AT(%T@#2]&;VYT(#P\("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P M(%(@+T8Q-2`Q,S`@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C,Y(#`@ M4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD M;V)J#38S(#`@;V)J#3P\("],96YG=&@@-C`Q."`^/B`-+`D!*51J"C7!E("]0 M86=E(`TO4&%R96YT(#$W,"`P(%(@#2]297-O=7)C97,@-C@@,"!2(`TO0V]N M=&5N=',@-CD@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TV M."`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@ M+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@ M/CX@#3X^(`UE;F1O8FH--CD@,"!O8FH-/#P@+TQE;F=T:"`U.#4S(#X^(`US M=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G`@P/!0<)*38V*`L/`@@)*38V M*`X/!PDI-C8H`P\.!UPP,34&#@DI-C8H7#`Q-0X:"2DV-B@$#@<%!`()*38V M*`@'7#`Q-0<"'`(.!PDI-C8H#Q4)*38V*%PP,34)*38V*!Q<,#$U!P(%!EPP M,34@*5U42@HQ+C(U("TQ+C(@5$0*6R@57#`Q-0,'"2DM,3`P*`\%"2DM,3`P M*`\!"`""`DI M.38N-2@0(EPP,34O$"<)*3DV+C4H7#`Q-0X+"2DY-BXU*!`C"R\0)Q0)*3DV M+C4H%0\%"2DY-BXU*`<6`BE=5$H*5"H**`4"7#`Q,@8(!P5<,#$U#@<)7#`Q M-0X+"19<,#$U7"@"&"E4:@HP+C`@P/!0<)*3$S*`8("2DQ,R@3`@8.7#`Q M,@DI,3,H#`4"#%PP,34%`@M3*5U42@HR("TR+C,W(%1$"ELH$Q0I+34P,"@" M7"A<,#$U(`1<,#$U!P(+"2DW-2XU*`<6`@DI-S4N-2@"2`(#!P9<*`(.`@@( M"2DW-2XU*`\5"2DW-2XU*`<6`@DI-S4N-2@%`EPP,3(&"`<%7#`Q-0X',0@) M*37!E M("]086=E(`TO4&%R96YT(#$W,"`P(%(@#2]297-O=7)C97,@-S$@,"!2(`TO M0V]N=&5N=',@-S(@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B M:@TW,2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT M(#P$"]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@/CX@#2]%>'1'4W1A=&4@ M/#P@+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P M(%(@/CX@#3X^(`UE;F1O8FH--S(@,"!O8FH-/#P@+TQE;F=T:"`U.3`U(#X^ M(`US=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G M+`D^`EPP,34@"%PI"0,"!0<&%1H) M!Q9<,#$U!Q@I5&H*-"`M,BXQ."!41`I;*!`L*2TU,#`H&0D67#`Q-5PH`@D% M`EPH!@(=`@L)!Q8&"`D7#@X$7#`Q-2`)'@(,#P4'"0\."3,/!1P)$"LO,`D/ M%0DT%@(),P8%"`<)+0)<,#$U!0@)&0X#+%,I751*"E0J"ELH$2PI+34P,"@^ M7#`Q-0@""PDI-C8H#PX)*38V*!P:"2DV-B@;#@\=(`(+7#`Q,@)<*0DI-C8H M!Q8&"`DI-C8H%PX.!%PP,34@"2DV-B@>`@P/!0<)*38V*`L/`@@)*38V*`X/ M!PDI-C8H`P\.!UPP,34&#@DI-C8H7#`Q-0X:"2DV-B@$#@<%!`()*38V*`@' M7#`Q-0<"'`(.!PDI-C8H#Q4)*38V*%PP,34)*38V*!Q<,#$U!P(%!EPP,34@ M*5U42@HQ+C(U("TQ+C(@5$0*6R@57#`Q-0,'"2DM,3`P*`\%"2DM,3`P*`\< M!@<)*2TQ,#`H!P$*2TQ,#`H"`=<,#$U!P()*2TQ,#`H7#`Q-0DI+3$P,"@< M7#`Q-0<"!09<,#$U(`DI+3$P,"@57#`Q-0,'"2DM,3`P*`X"`P(("%PP,34% M&@DI+3$P,"@'#PDI+3$P,"@<7#`Q-1L""2DM,3`P*`<6`@DI+3$P,"@(!UPP M,34'`AP"#@<("2DM,3`P*!Q<,#$U"P)<*0DI+3$P,"@&#@DI+3$P,"@@!EPP M,3(6!PDI+3$P,"@/%0DI+3$P,"@'%@(I751*"E0J"ELH`P8%`P0<"`=<,#$U M#@,""`DI.#0H!`X+`@4)*3@T*!T6!@,6"2DX-"@(!`,6"2DX-"@(!UPP,34' M`AP"#@<("2DX-"@=`@4""2DX-"@<7#`Q-0L"7"D)*3@T*`X/!PDI.#0H'`8( M(`)<,#$U"P8.7#`Q,@DI.#0H'08'%@DI.#0H!0((#`(#!PDI.#0H!P\)*3@T M*`<6`@DI.#0H#`(%!@\+*5U42@I4*@HH`P]<*`(%`@L)$QH)!Q8&"`D7#@X$ M7#`Q-2`)'@(,#P4'4RE4:@HM,2XR-2`M,BXQ."!41`I;*"(L*2TU,#`H/EPP M,34(`@L)*3@S+C4H#PX)*3@S+C4H'!H)*3@S+C4H&PX/'2`""UPP,3("7"D) M*3@S+C4H!Q8""2DX,RXU*!\.7#`Q-0X#!EPP,34@"2DX,RXU*`@'7#`Q-0<" M'`(.!PA<*0DI.#,N-2A<,#$U#@L)*3@S+C4H#P<6`@4)*3@S+C4H'PY<,#$U M#@,&7#`Q-2`)*3@S+C4H!@X5#P4<7#`Q-0<&#PX)*3@S+C4H!@X#(`0+`@L) M*3@S+C4H!@X)*3@S+C4H!Q8&""E=5$H*,2XR-2`M,2XR(%1$"ELH%PX.!%PP M,34@"2DV,BXU*!X"#`\%!UPI"2DV,BXU*!5<,#$U!@4@&@DI-C(N-2@,!0(( M`@X'"2DV,BXU*`8."2DV,BXU*%PP,34@(`DI-C(N-2@<7#`Q-0<"!09<,#$U M(`DI-C(N-2@%`@@,`@,'"`DI-C(N-2@'%@()*38R+C4H'PY<,#$U#@,&7#`Q M-2`)*38R+C4H`P\."P8'!@\.7"D)*38R+C4H!0((!"`'"`DI-C(N-2@/%0DI M-C(N-2@/#`(%7#`Q-0<&#PX(*5U42@I4*@HH7#`Q-0X+"0-<,#$U"!8)30\= M"`D/%0D'%@()!0)<,#$R!@@'!5PP,34.!PE<,#$U"`D/%5PI"5PP,34."PD5 M#P5<*0D'%@()#`(%!@\+"`D,!0((`@X'`@L)!@X)!Q8&"`D7#@X$7#`Q-2`) M'@(,#P4'4RE4:@HM,2XR-2`M,BXQ."!41`I;*"!"`""`DI.38N M-2@0(EPP,34O$"<)*3DV+C4H7#`Q-0X+"2DY-BXU*!`C"R\0)Q0)*3DV+C4H M%0\%"2DY-BXU*`<6`BE=5$H*5"H**`4"7#`Q,@8(!P5<,#$U#@<)7#`Q-0X+ M"19<,#$U7"@"&"E4:@HP+C`@P/!0<)*3$S*`8("2DQ,R@3`@8.7#`Q,@DI M,3,H#`4"#%PP,34%`@M3*5U42@HR("TR+C$W(%1$"ELH$Q0I+34P,"@"7"A< M,#$U(`1<,#$U!P(+"2DW-2XU*`<6`@DI-S4N-2@"2`(#!P9<*`(.`@@("2DW M-2XU*`\5"2DW-2XU*`<6`@DI-S4N-2@%`EPP,3(&"`<%7#`Q-0X',0@)*3+`D^`EPP,34@""E4:@HP("TQ+C(@5$0*6R@!`@X&#P4)008# M`@DR!0((!@L"#@`@P/!0"!;(#`@,"`V,3(@-SDR(%T@#2]# M'0@72`-+T9O;G0@ M/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T92`\ M/"`O1U,Q(#(S.2`P(%(@/CX@#2]#;VQO`@=< M,#$U!@X""PD"7#`Q-04.!@Y<,#$R""DM-#`N-"@_/S\_/S\_/S\_/S\_/S\_ M/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\I+3$U,#$N-2A# M(EPI."LG7"D1(D,I+3(P,#`N,B@Z.EPI.C@Z7"DC*R,I751*"E0J"BA``@@( M"0<%`EPP,34(!`4:"0@'#P,;"5PP,34'"0,/"`=<*0D17"DC)B9<*2<1*PE< M,#$U#@L)$5PI(T,G7"DC(D,)"!9<,#$U!0(("5PP,34("0\5*51J"C$@+3$N M,2!41`I;*#T"`P(<$P(%"2(07"D)$2LK$0E<,#$U#@L)$2LK$%PI"04""`P" M`P<&7"@"(!HI+3$V,2@_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_*2TQ M,#`P+C@H$B(K7"D0$2=<*1`1(Q0I+3$P,#`H$A$F7"DX$"M<*2(B$10I751* M"C,@+3$N-R!41`I;*#0/!UPP,34@"0@'#P,;%@\@"P(%"#$)`B$$!@<:*2TR M,S`N-B@_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\_/S\I+3$U M,#$N,2@C)UPI.A`Z7"DC)BLI+3(P,#`N,B@G0UPI$1$X7"DG*R(I751*"E0J M"ELH-`\'7#`Q-2`)0`9<,#$U$P8@!@<&`@@)7#`Q-0X+"0$'#P,;%@\@"P(% M"#$))"$$!@<:*2TT,#$H/S\_/S\_/S\_/S\_/S\_/S\_/S\_/RDM,3`P,"XV M*#E#(UPI0R,07"DF*RLI+3$U,#`N,B@Y.B-<*1%#(UPI0SH0*5U42@HX+CDW M("TS+C(@5$0**`$"`@D.#P<""`D'#PD##PX(#R`&"UPP,34'`@L)'PY<,#$U M#@,&7#`Q-2`)"`=<,#$U!P(<`@X'""PI5&H*."XX,R`M,BXT(%1$"B@902\X M*51J"D54"F5N9'-T7!E("]0 M86=E(`TO4&%R96YT(#$W,"`P(%(@#2]297-O=7)C97,@.#,@,"!2(`TO0V]N M=&5N=',@.#0@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TX M,R`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@ M+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@ M/CX@#3X^(`UE;F1O8FH-.#0@,"!O8FH-/#P@+TQE;F=T:"`R.38U(#X^(`US M=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G7!E("]0 M86=E(`TO4&%R96YT(#$W,2`P(%(@#2]297-O=7)C97,@.#D@,"!2(`TO0V]N M=&5N=',@.3`@,"!2(`TO365D:6%";W@@6R`P(#`@-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TX M.2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]497AT(%T@#2]&;VYT(#P\ M("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@ M+T=3,2`R,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@ M/CX@#3X^(`UE;F1O8FH-.3`@,"!O8FH-/#P@+TQE;F=T:"`U-C`S(#X^(`US M=')E86T-"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y M(#`@4B`O1C$T(#(R."`P(%(@+T8Q-2`Q,S`@,"!2(#X^(`TO17AT1U-T871E M(#P\("]'4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C4@ M,"!2(#X^(`T^/B`-96YD;V)J#3DS(#`@;V)J#3P\("],96YG=&@@.#@W-B`^ M/B`-7!E("]086=E(`TO4&%R96YT(#$W,2`P(%(@#2]297-O=7)C M97,@.34@,"!2(`TO0V]N=&5N=',@.38@,"!2(`TO365D:6%";W@@6R`P(#`@ M-C$R(#"!;(#`@,"`V,3(@-SDR(%T@#2]2;W1A=&4@ M,"`-/CX@#65N9&]B:@TY-2`P(&]B:@T\/"`-+U!R;V-3970@6R`O4$1&("]4 M97AT(%T@#2]&;VYT(#P\("]&,3$@,C,T(#`@4B`O1C$R(#(Q.2`P(%(@+T8Q M-"`R,C@@,"!2(#X^(`TO17AT1U-T871E(#P\("]'4S$@,C,Y(#`@4B`^/B`- M+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C4@,"!2(#X^(`T^/B`-96YD;V)J#3DV M(#`@;V)J#3P\("],96YG=&@@.#,V."`^/B`-"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@ M,C$Y(#`@4B`O1C$T(#(R."`P(%(@/CX@#2]%>'1'4W1A=&4@/#P@+T=3,2`R M,SD@,"!2(#X^(`TO0V]L;W)3<&%C92`\/"`O0W,Y(#(R-2`P(%(@/CX@#3X^ M(`UE;F1O8FH-.3D@,"!O8FH-/#P@+TQE;F=T:"`Y,C$V(#X^(`US=')E86T- M"C`@1PHP($H@,"!J(#`N-2!W(#$P($T@6UTP(&0*+T=3,2!G"!;(#`@,"`V M,3(@-SDR(%T@#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TQ,#$@,"!O8FH-/#P@ M#2]07!E("]086=E(`TO4&%R M96YT(#$W,2`P(%(@#2]297-O=7)C97,@,3`T(#`@4B`-+T-O;G1E;G1S(#$P M-2`P(%(@#2]-961I84)O>"!;(#`@,"`V,3(@-SDR(%T@#2]#"04+!`5<,#$U!@41 M!`8#*51J"B]&,30@,2!49@HP+C(U("TQ+C@R(%1$"ELH,@L1+@01%@'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`O M1C$T(#(R."`P(%(@+T8Q-2`Q,S`@,"!2(#X^(`TO17AT1U-T871E(#P\("]' M4S$@,C,Y(#`@4B`^/B`-+T-O;&]R4W!A8V4@/#P@+T-S.2`R,C4@,"!2(#X^ M(`T^/B`-96YD;V)J#3$P."`P(&]B:@T\/"`O3&5N9W1H(#@P-3<@/CX@#7-T M'0@72`-+T9O M;G0@/#P@+T8Q,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T M92`\/"`O1U,Q(#(S.2`P(%(@/CX@#2]#;VQO7!E("]086=E(`TO4&%R96YT(#$W,2`P(%(@#2]297-O=7)C97,@ M,3$S(#`@4B`-+T-O;G1E;G1S(#$Q-"`P(%(@#2]-961I84)O>"!;(#`@,"`V M,3(@-SDR(%T@#2]#"041!@4+ M"`X+!`D%`RE4:@HO1C$T(#$@5&8*,"XR-2`M,2XY(%1$"ELH%PL2!5PP,3(2 M!A$$!@\+$A`'*2TR,S4H"PP'*2TR,S4H%Q%<,#$R%@\&!RDM,C,U*%PP,34/ M$"TI+3(U,"XW*"PI751*"B]&,3$@,2!49@HQ-"XX,#4@,"!41`I;*#,&#EPP M,34.`P9<,#$U(`DI+3(S-2@&#@@'!00<`@X'"`DI+3(S-2@=%@8#%@DI+3(S M-2@,#P<"#@<&7#`Q-2`@&@DI+3(S-2@(!!,J`@,'"2DM,C,U*`<6`@DI+3(S M-2@\#QP,7#`Q-0X:"2DM,C,U*`7!E("]086=E(`TO4&%R96YT(#$W,2`P(%(@#2]297-O M=7)C97,@,3$V(#`@4B`-+T-O;G1E;G1S(#$Q-R`P(%(@#2]-961I84)O>"!; M(#`@,"`V,3(@-SDR(%T@#2]#"15<,#$R`@L."P0)!1`)%A`?#@@%!`5<,#$U`Q!<,#$R!@@0$R$. M"`8I5&H*+T8Q,2`Q(%1F"C`N,C4@+3$N.#4@5$0**#P/'`P$!UPP,34'!@\. M"0\5"0<6`@D"7#`Q-04.!@Y<,#$R"`D,`@4)"!9<,#$U!0()$B0R`10)!@X) M7#`Q-0,##P4+7#`Q-0X#`@D=!@<6"0$S%P$)+@\L"1`1.`D&"`E<,#$U"`D5 M#R`@#QT(&"E4:@HO1C$R(#$@5&8*."`P(#`@."`S-C(N-2`T,#,N,#8P,2!4 M;0I;*!05%10I+34U,#`H%!45'2DM-34P,"@4%145*5U42@HO1C$Q(#$@5&8* M,3`@,"`P(#$P(#DW(#,X-RXP-C`Q(%1M"ELH1@(&7#`Q,A8'`@L)7#`Q-5PH M`@5<,#$U7#`Q,@()"!9<,#$U!0(("0\$!P@'7#`Q-0X+!@Y<,#$R*2TT-3`N M.2@_/S\_/S\_/S\_/S\_/S\_*2TQ-3`P+C4H.%PI$2LK7"DZ$27!E("]086=E(`TO4&%R96YT(#$W,B`P M(%(@#2]297-O=7)C97,@,3$Y(#`@4B`-+T-O;G1E;G1S(#$R,"`P(%(@#2]- M961I84)O>"!;(#`@,"`V,3(@-SDR(%T@#2]#'0@72`-+T9O;G0@/#P@+T8Q,2`R,S0@,"!2("]& M,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q(#(S.2`P(%(@/CX@ M#2]#;VQO"!;(#`@,"`V,3(@-SDR(%T@ M#2]2;W1A=&4@,"`-/CX@#65N9&]B:@TQ,C4@,"!O8FH-/#P@#2]0`@@'7#`Q-0<""PDI+3$X,"@7!0<&`R`""`DI+3$X,"@/%0DI+3$X M,"A$!5PP,3)<,#$U#@9'7#`Q-0<&#PX)*2TQ.#`H#Q4)*2TQ.#`H!Q8""2DM M,3@P*#P/'`Q<,#$U#AHL"2DM,3@P*#,&(`(+"2DM,3@P*%PP,34("2DM,3@P M*"0E%@83!@<)*2TQ.#`H(BP0"2DM,3@P*``EPP,3(&"`<%7#`Q-0<& M#PX)*3`@@'7#`Q-0<""PDI.34H`0!@,67#`Q-04+"2DM,S'0@72`-+T9O;G0@/#P@+T8Q M,2`R,S0@,"!2("]&,3(@,C$Y(#`@4B`^/B`-+T5X=$=3=&%T92`\/"`O1U,Q M(#(S.2`P(%(@/CX@#2]#;VQO+`DI,C0N-2@^`EPP,34@"`DI,C0N-2@+7#`Q M-0<""PDI,C0N-2@!`@P'`AP3`@4)*3(T+C4H(BM<*0DI,C0N-2@1*RL1+"E= M5$H*-2XP."`M,2!41`I;*#,&(`(+"2DM.3@H7#`Q-0@)*2TY."@D)18&$P8' M"2DM.3@H$"LL$0DI+3DX*`F5R;R]-+VXO;VYE+VLO02]/+W1W;R]M M+U$O>"]Q=6]T97-I;F=L92]++V\O4B]T:')E92]P87)E;FQE9G0O<"]%7`TO M4R]P87)E;G)I9VAT+U0O26=R879E+W$O52]G+T(OU035QZ>( M+3LW)R>]MDDD%^8=*"C)DR2^ODE4?'2'-+NX(/<%8B,3#3$DS"R/8%[F,#'S M:J(BF.51L7-1K/77B9`0H7SP?^KK?YNC(L&>Q4`8#;Q+SBR/)"XX)I)(X<9XD3UR>=W3U_Z?Q M/ZL0!$?'0:]&Q,-K.>N@1&0[O"MB;V0:E(T5<360#OH!@L,#$D#0?!A:!$-+ M.!`?@E8@T"H8BH^`UD9"&R!H$P8E M633,Y7,]T6]%7UB\9O&72W8L^77IMR_I7WH6(XNYC9^*/1A[;MD'R_[-$_)" M_"S^T55*"H MP:`DA`6"E#*JI?SN8$]'SP`_$/1>&"6XH;1R&+S]E,,,A9)Q8QO"BC:P:]E< M-H]8UQ"CJ<L6#U6J>+Z.QJN4PUEC<()(1 MN=K]JMV4A$6E6[/7%6POSCB2+A%K=>(JJXH'2K\":T`VR"/"MWH:+I8QCE_* M'TO/*BS*DK26=TDHG]1JLNHPB\%B-!*EPI(=1RE]9(L2`0LN?_K%P_"Q-T`Z M0&"&"V9P]A*:ST8@X"+*50=#L4%X^@D(/.$P'8P&!]%['[V5\.<]JPY0J:L* M6*PN#M.:M3J"77IEP^.I\R>N?T@-C74/!:[U?])QH>T3S#YB&^PC7O\)+]+E MJ-*I]>PDPBXJ$&:ED7F2P!F7IOP,GQ\^1(MRB3YM;[ M0@GE,),6VH>S)Q*1RLBF0;O%308]2E&M4:F7T^R"N61-D4):J>>;M#6F:K+$ M8I(BX"/4UI5M1L1R5WNSI:7!'JX$$$;^(\Q$`(C#")D6_.=-#U[]X)@B7T`5 M"&H5XE2WAM?=YVSM;,,RU-=7;YN3Q=V8<9_;9K@JB>8)[=@\!`@'$;-W,'O MIU[:N'U?SKLYE%O;/V!O[FCA6YOM#0YR?%"0G2/.R2RALTM$FLTZ4SGOBM:E M'Y!B8R+_>WN(-<=V'JHLMWO**7$GXJY4-%>1(GE%:>:H^.97]WLF)NC)B?Z' M=XF9LJGL;DK;6-NH:KKN\=C[>[%>OWMXA.#6!D/+@O#EI_6`"WCAN#8S'^(/ M$FZN_D/"AA6I[MQS>ZF=0JFB6(`5YE=EI1'QG^UX?G7:VS],C0\/W+Y.S!A: MWOF>,EF--D.CLXEWKAN9Z!R[?8E88<:S#64UQ916KJX5RQ7>NA;U<:SDC,YS MEOB\8_6&/5X(X#O-M%RY'1;NZPK0-_^&@(.H;J5^JZKRJP^">T'@"<),4[A9Z&5F`O]NZWDVAF(GT7!J/&B;TV1H MI8_K[=65A-JD-JHI-G9.@>Q3BJ7II.8%!IQ!;WS?/3!-3_6-?G2-&%8.EP8H MB5_N3/$*';SIXUW-`RZ?W>-PN["^;O?0:8*E77AJX;:\4DHI$ZA%I`#]#'C' MS4WU;49^F\&ALZLQ5U6K2$H<8!_A2>D;]Y=2FHI"K8Q4JAM:Q/378`J91*^. M']I.B,H5*6T4:T/SFK>U(HZS4*B3?R]+(4NDD MX98C&4>P38E'5Z\DV&T`91>`=^^..P9GJ$ZGQ^ER>MU.U\`I<0A/MQY1#V\^&/^"?'QOZT:=26M0T@&4"W:% MGV54$`8-X$UP\`49-1.'@X7)OZP9HCQINUN32%9C,4J1)INY@9PR.'5BHL:D MU"LH=LE<3O5!795*S5?72+65I`(UBA%P!;WP#W_@8WJH(]@9\&/?W)O\X6>" M_6,?SI+)++GJ'4J8?U292V9(W0&[S=?HH0'!*)!&K[750E@LU@:K!;/8;/4V M$LR;V<"^0G.?AYV^$P2=03B4$MJ,SP6DQ]%1KTJL-:GT2IJ-F3_MKW2)RPB]66/24+THMRN<_$>_48Q_0='R(EW7S'ZE@*@V5M3)*!:? MR](4F70:-5]1759;1NK0L*3@1CC]B!`MJ'2>"/\A5@=]%S@0*SI]4BEPTHTJ MFUQ-&,PFDY;Z+\WE'A35=BQ"S4X1?M$N<7*56"NFM.GDSQ&.B*P55(N[^MIL?F<7P<`EJ>T$?Z]>(2:E677"$ M1F5H_458"":]/7T)RD,$\6UHEL5`+H0U-7J+V*+@<.2#MQI4RMU4>B)P^>Q1 M'0L*);Y$NZ/'UT$Z<9,/R"E+U_[$\I"G2B54Z@4E?9Y+@;L%G M4F>(C-3R;\E^$^`0"`GTGWGKVI05H&H.H)^(LR&]DC2U:"WXEI?GK?(=6HW0 M(M"PG%#GJ&.R0(^GU6/S,/#%E!U,>`/^DUREX4;L:2\,+;@.?YKZ,:?AYE0. MG_U`>:7Q).]FR8;D&]3.7$5Y#E,HVEM<6<;;M&X_6KJ21*\_?0W2$,!%E__] MF/[LT9E__IU$/WK`K]!LEF^GCZ%G:C?4E?)^(]Q0\%MJ^Z&I.[?ZX0]/0Q[C MCG@B'6'>O;,?G[])73^[9QV3D<"#\;`\%WX$97\(E#'J]GX^>V_;V2I6BU2JC78L^@Q-A%@Q[6*./Z5<& M*XI)W**H["Y\?FAN*5[0,!.:8R)+[>'#K!7_0#]#KZ*?9*'E;]%'MHBSWR>W MQ#:/E-(^9:S-+3Y99M=(R!&G^D;,^D'FKACHA^/F/FIF M(C!YCQF)>MP#`\K.S,*\*M4!2BQRN&N8[2'@+3CL*JMXR0\#&>&X"ELUCX.]!NI$_Q' MZR\A/HTW4TPP2(P'--4ZB\22%O1JD*>HJQ=^IQSG<.8N?%@\SGV>#T[WKSB\GMV_9D+]]T'_+H<,.B/-0&HD0LUF%/ M4KYVML7#N-A.\Z">9XCW6[HIW*J\O\!G/JB]7#+&H)<@'U0.JON&R)F)B=G[ MMW^]NOFXA373L;2'S"W&!O(.9R"]Q`&T$T2(@9GQL>O]/$\X9/=1+B?;TLZ@ MK/E1H\BHTJH%4IE(5T%ITEKT`%.2LJ!4$AKTV+KL?@8W4"_VB/O#51M4QTTM M"B:")TZ@_L,<)5GP)??H4YP*E!'F1A\+DBW=XBI28ZHQB.B-J*O^YYK:BB." MPB/Y=?NH[%WGKW7:H^Y^YBG\+YCRQ[HFL&'@CD>WB+2QC+9@-R;UIEIC`[T6 M70*Z)@6':XQIR M"#*T7\#4T((XWMR_#S.^EVI,'>"C!81J'SBCE8:/4L+\VOT%S.;U0K0PB\PY M;&QK(TH@XF1@*GQVCNWL=+E]2:2SL^G4CZAB_2HS%O^V!"'LRL MJ%;H:C0\0Y/,HJ`.E".G"^VBK6J[4((0UFLG[*WS^!.V/00UU39HF MI*YS[FX`@`+0P&X__X,O7L`[`Y+>_G,]K6CGV6[]`2J\Y(W%IK@X^(;%R[GT M2`))A(P:4%`KM.9+GU[E.;Q"^.&S4A,H&MYX65)LSI_9LVN_L/4L:KAD,U)6 MRB%S6&RL$@06J@%:%>W3<4GQ.%T8#P-AQF.3J'VT-#E*)(0"6_%)#W$'_"3 MZ"6S`I]@KK@[Z@Z+ER/9L3R22_=U8?@F*6D])?_]D<:)Q61P M-#Z,AH,!3S;TWW9IAAR5:^#*$];'?!XX'RLXV:_Y5[>4S+Q(H@W35KT&(DP4 M;4%(AR?D'0P/^4&\J88".5]Q&"[V3':TUW?6-*+-ITGRFQ("]%*HZ@8&K>`, M611EUB_[Z9V;23X9G<%9G'PW'1J'@XYG<'D9"7-M*,WDY@)X5: MR&YPZ@FX/:G*%Z]FE_.HV^/Q^SAQI3`"#IGE7Z]8Y2N#@-GY=8"8 M:NKVQ\N/YE$=!YU3:`'7492?\PX&@+FO;*<>ER"%&."6\(._C72CA$BGJLM+/>6FVBG.T,*#C%1DD=;'"HJ6Y4>'-S!N*_ M)UKBW[US%AJMSGL3D;-@;YER3:"+@$QNF4=6K,%A-BM7N"@<&@*X3]E>^#/'%W)@07^I+M MK1W:QF94HU++Z]^//QWT#Z3%[JV+>*I5H2;5"K3YHDI1_UO*)%WACPIG+@(< M#(KR'*6Q.,V,$=M5=E7;1=/\:Z&5^?69%=GL9#H11CB_U6QQZ&@EMD^8+_^0 M?1&]&YJ*9F2^4"21&I]==;F&PV*/W^_R(7X?3=F=%@"6:D$-V32,S@!W)W13 M"].)ZPMH/`E((2:N;``3EO#;`,O39?XE^6T2K=]A8QPL(^O3ZP@S0M,^GP>L M.X)Y4RO\SZ#0`G%/]]7\NK&J M!CWUP<5W_PCOOG/@LW]^]>?':^CLK>QGJ[#PG=L2@FPVG$0-M9``=3=4U2%* M3;:0YZZ-?HZE_LYE`5?D1C*Q,227Z&L%C-N>X`]G2MON5Y2^%2(+ORYY='[M ME.*\NJL3I6F*(JV)?TB%HPI@-:99CE;#),AH((=\?[/1<)K0GV=E91/"`A/B M8*%+>"SC^S9MY?GMD#D18.+(^I-;_U[%IN\F'GP$"]L928NI1G40)956M:5? MW*!4JGL0#1&)#;DBWBP`$P[-$T M-$?V)EN0(X<_W'D<:ZM2[CD!'YO_<&FL$,N.@16'XPN?5`EFZ6]PPG@$*;<7 M*QLXEG%>=B*]_<-IWU`$!-JO^*?0V_S;$@5YWMB"6KLU=89>RD!93(18H398 M"(1A+@\PF,%%A5)PUIV*+J.A(C?N3X@?Y0N+8T@RH@-.1F@!^>(AOZ.B]*/2 MJY)%]:2\ES"UZU"3BM39C#7"+BD]$.-?<66Y_\DL`\*;G4#B9UB?K1MV;&7[ M63-K/R*L2_F71;%'@:G(E15>+(W-0=F0QQ=`W&[&,8CY^R&K*V#GD-S8[`HH M6`>`\9-\Q7^>I_B7MI0J2W42G` M_>D`E)#[=&JX'==TUC>O_,285JH+4_=%H+ M65F;)Q([MN/GA[/O;-_Y?-Z=GQ_C.';.C_$M:8K7-%TWUK2P#!56:6.(%8DJ M$TBA0!1IB*_+%<:9/^`K??5Y?]ZOS_N]A.U\L/VA3,N6#2)0M:\:KB&^!EM< M0%O5I=;U2R\]B]=4!KT6O`WN;@U='3#H[_V3VN=5[^H@+SPS29)FAR]`TKZ@ MT>UE+@3I*=T'\#/*)L0XHEX:G>E:>I+Y87"A5O"6=WP<9+`&:Q&@V M4\PE6ZI"'X+\1S%(MI/D0$2L=AH MQH^%&)5B\8*8)?;`747KF&69F(T?K*A<#'LB/!D-$C]04E#$$R4#J*%CEC=_ MM?'^F_CVCN6;$.N*>GRHH>:0F\U\O8UW&Z5*^RU/7C\J7C3I^'DID$D(26TXQTRDB?T(,B![!ID^\ M+%PPHM,Q,_L"WH1_=UN6UWKU=K59;B`__W5M>PL=])C^&>?0/P&T"P[<4X=S M?[BOT_9,:S,F^_PLF?3G@GC-+O)B),[HXV$Q'$$G)EY\XC$\^$E,BOX+N3A\ M1<@G>[@)/O:(RWQ,.1K[E-MF+H4W='Q>>=P$.8<[\1B7)E+11%BDD=1D\LD3 MZ/>BT]0W\"Z\`QZNR7\"NJ0R)!KSRF.(#/_U7J/Q]GOR57V^G"MG%Q%IHW!E M#=4\&;H#KNT-]:G^U[5=NV0\>_)'CT_B%C#,M&)B,*M7GC'%;)!J?R&/-?-A M>Y9(N]+VI*6N'-%Y)^;'G5XDPE!<$&,C@L`1O,")X022"@3B-&9R6.>,R[:5 M2YLK;ZT1E68Z)UU&1+AT,FW)VQ##PK)O!6NM%*4V4:^5JZ^_[2WH?FKTD`[, M[&O<\A,V`*<+BS+465RNE;&$VG%3!".5HFFLVVBL$)HO*1/@2+_@O*E*_95] M\"U5Z?/]8>TOC&]0RF@] MNL&^AT>N<^M<+;K`52+52"TF,J5SH5G6$9D.%48A=AX-D0TK&36BQDL%N-4>[ZWM=G^_6^(=K>^ MLK#T-_"0;OL3299_6^KI$Z7X0AG5`$Z9J(&3M\'N)A#52/W$/CBV#R9W;P%- M9?_@_7?OCV@W?MQ^[OQ,R#V)3[I#K,.*"$DA$4?7Q]LOS4[2GCE\UC4^[C6= M']79SM'AG_#^L[H;L'+TP8N>']I.>TD]R_I5\(2B0I8EE@KI7`EM.)%I((O'AJKUBL]CL5L.ZY4 M]R'.SU-!U"`YUQJ=7'D9E^OERL4;JLHAB@EQ+&)VT6H="++)M)IMU+.T!_[S M"`4I3\&=W>9.0[Y>TL=S!3&-E5(26THF7XOG</=AO]ZU:5R3(4[R7]_`N'N$=_AB#*5^$.WO0 M'Z1WMJYC2\5P(!KC68K@&)YAT/FJ0VI)]=;5L>[WG_[.F=%Q?.8%VSD'^2JG MI\:@F[""/XA1,]`T19$DQH;$5(C(U85$'I7L-9O)83-.K9HW.[U"N857\I5R M95F^5%M?OI5K9AJI^E_`QSKP-?C;RIM0Y/\$_%G=>E%:+R_7U1*PL+A03:@) M.UM(9W5D@8M$.3ZJGYJG0VY5O;@:&3-JX-?TOPO&[@S]VPK&M!__]_2SPYI` ML7^Z"BR+<0'&:\>/'_]LY-#J%_8/KXZ,[(\<$48T>/.SD:/]Z,/]C[3_&P#& M;J;B"F5N9'-T"!;("TQ-#D@+3(S,B`Q M,39H_=2G."CRZ,!U:O:SM&[\ZL#^([X;(H5)3@X)24YW?'RWM_Q\=TX)!Y0(166!W&2@Y%OKFNT&(24 M!;2;F9NJ&K!JHE>%>XN*A82%B7Z)"(`' MC*":BY4;EYV+BJ,?E@=SC861I1J=![6=!]\B!8R9DHN3&Y*6BXJ:'RWW/!5M M='Q@'H??!H^4CXR3&ZB?>7$?#H&5^!Z0]\FSM)`&'J`E_PP)H@K."Z(,#,X, M#1ZE_PP/"F5N9'-T2`O2"`O:R`O4B`O<75O=&5S:6YG;&4@+T,@+T4@ M+W$@+V@@+T8@+T0@+T$@+T\@+U$@#2]V("]W("]X("]#8V5D:6QL82`O3G1I M;&1E("]4("]C;VUM82`O96EG:'0@+VAY<&AE;B`O2R`O22`O26=R879E(`TO M62`O=&AR964@+V]N92`O='=O("]Z97)O("]P87)E;FQE9G0@+U4@+W!A./0Z&^('C4.Z_KX_D7NBBBPCY6#/6=Y29 MI#@=3WT[N^3[-%3G.+NF[>LIWH?'5$5WB=>V=\2N;JMY?=)8=>7HDF7Q^?4^ MQ^[4-X/;[S?)C^7E?9Y>W=-A^-W'E[:+]X\?#L.M/LWEK:W>^WSK?]]M4K$EE\:>K=:"#YPO`B/7X+6^0:?.HA[)#O;%/][#/RTI9\AG!!?K&*`*%"7EFG!80: M>6U+MA`B\F@"06B0-R9@"?DEU^`]HP\".1EM!C@"*!EMJ@)`::5%IP106FF/ M$`!**VT&`:!DM$$K`$I&FVH%:#4L<+"00$Z&'W800$Z&GQT@@)P,/]4^0$Z& MS\`GD)/A!VT=Y&3X`6-@D+/A;V$0`Y]M^AD^R[""S8^`3AE6L/D1,`:&%6Q^ M!-T#5K#Y$3`YAA5L?J1:`2MXI=5-`DS3 MW:VH<1IQS_#9_!!@`V-HHIPIE;F1S=')E86T-96YD;V)J M#3$S."`P(&]B:@T\/"`-+U1Y<&4@+T5N8V]D:6YG(`TO1&EF9F5R96YC97,@ M6R`Q("]G=6EL;&5M;W1R:6=H="!=(`T^/B`-96YD;V)J#3$S.2`P(&]B:@T\ M/"`O1FEL=&5R("]&;&%T941E8V]D92`O3&5N9W1H(#(Q-"`^/B`-T\2@2,6)3-#4;[\$:+<> M;,EY_ND]1]3-H2$;0%S8Z18#=)8,X^@FU@@W["U!O@-C=5BGN>M!>1`1;A]C MP*&ASD%19.(SBF/@!VPJ]T-XL?7^0VY!G-D@6^IA\Y5_7^-#.WE_QP$I@(2R M!(-=)NJC\B_>.>39:KL5X`!`'&7:N$*96YD7!E M("]086=E7!E("]086=E7!E("]086=E7!E("]*;V)4:6-K971# M;VYT96YTF4@,3@T#2])1%L\.38P839C,F8Y,&9C M,S,Y,3,R-F9D8F,Y,6%F8S%C-#0^/#DV,&$V8S)F.3!F8S,S.3$S,C9F9&)C C.3%A9F,Q8S0T/ET-/CX-

-----END PRIVACY-ENHANCED MESSAGE-----


MASSACHUSETTS		04-2149581
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

ONE KIDDIE DRIVE, AVON, MASSACHUSETTS		02322
(Address of Principal Executive Offices)		(Zip Code)



Title of Each Class		Name of Each Exchange on Which Registered
None		None


PART I
	Item 1. Business
	Item 2. Properties
	Item 3. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
PART II
	Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters
	Item 6. Selected Financial Data
	Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
	Item 7A. Quantitative and Qualitative Disclosures about Market Risk
	Item 8. Financial Statements and Supplementary Data
	Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
PART III
	Item 10. Directors and Executive Officers of the Registrant
	Item 11. Executive Compensation
	Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
	Item 13. Certain Relationships and Related Transactions
	Item 14. Controls and Procedures
PART IV
	Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
SIGNATURES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
INDEPENDENT AUDITORS’ REPORT
THE FIRST YEARS INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Ex-10.5 2002 Amend. & Rest. Equity Incentive Plan
Ex-10.6 2002 Amend. & Rest. Stock Option Plan
Ex-10.16 Employee Contract with Barry Boehme
Ex-21.1 List of Subsidiaries of the Registrant
Ex-23.1 Consent of Deloitte & Touche LLP
Ex-99.1 Certification of CEO and CFO


Item	Description	Page

Part I
1	Business		I-1
2	Properties		I-5
3	Legal Proceedings		I-5
4	Submission of Matters to a Vote of Security Holders		I-5
Part II
5	Market for Registrant’s Common Equity and Related Shareholder Matters		II-1
6	Selected Financial Data		II-2
7	Management’s Discussion and Analysis of Financial Condition and Results of Operations		II-2
7A	Quantitative and Qualitative Disclosures about Market Risk		II-10
8	Financial Statements and Supplementary Data		II-11
9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		II-11
Part III
10	Directors and Executive Officers of the Registrant		III-1
11	Executive Compensation		III-1
12	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters		III-1
13	Certain Relationships and Related Transactions		III-1
14	Controls and Procedures		III-2
Part IV
15	Exhibits, Financial Statement Schedules and Reports on Form 8-K		IV-1


Product Categories		Products

Feeding & Soothing		• Bottles, bottle brushes, bowls, breast pumps and other nursing accessories, drinking cups, dishes, flatware, bibs, booster seats, mealtime totes, bottle warmers, feeding organizers, drying racks, disposable cups and spill-proof cups.
Play & Discover		• Toys, teethers, bath toys, books, stroller toys, and rattles.
Care & Safety		• Bathing and grooming products including bathtubs, washcloths, hooded towels, nail clippers, toothbrushes, comb and brush sets, baby scissors and tub-side bath seat.
		• Home safety products including monitors, safety gates, bed rails, spout guards and step stools.
		• Wellness products, including thermometers, medicine dispensers, health care kits and no scratch mitts.
		• Diapering and toilet training products including toilet training seats, toilet training kits and diapering accessories.
		• Travel and safety products including sunshades and mirrors.


Item 4.	*Submission of Matters to a Vote of Security Holders*


Item 5.	*Market for Registrant’s Common Equity and Related Stockholder Matters*


Quarter	Low		High

First	$	11.560	$	13.970
Second	$	10.360	$	12.490
Third	$	9.600	$	11.200
Fourth	$	6.900	$	10.990


	2002		2001		2000		1999		1998

Selected Income Statement Data:
Net sales*	$	134,391,487	$	125,783,770	$	128,753,574	$	130,367,749	$	126,313,013
Cost of products sold		88,281,741		83,777,994		85,799,934		86,811,017		86,575,470
Selling, general and administrative expenses*		32,790,120		32,073,559		29,210,337		28,854,239		26,770,250
Interest expense		—		—		—		—		—
Interest income		134,089		664,071		743,260		582,640		590,822
Income before income taxes		13,453,715		10,596,288		14,486,563		15,285,133		13,558,115
Provision for income taxes		5,516,000		4,344,500		5,835,600		6,190,500		5,545,300
Net income		7,937,715		6,251,788		8,650,963		9,094,633		8,012,815
Basic earnings per share	$	0.97	$	0.68	$	0.91	$	0.89	$	0.78
Diluted earnings per share	$	0.95	$	0.67	$	0.90	$	0.87	$	0.75
Dividends paid per share	$	0.10	$	0.06	$	0.06	$	0.06	$	0.06
Basic weighted average number of shares outstanding		8,200,624		9,151,540		9,500,726		10,226,470		10,338,857
Diluted weighted average number of shares outstanding		8,368,882		9,304,272		9,619,928		10,402,297		10,669,503
Selected Balance Sheet Data:
Total assets	$	75,751,900	$	65,275,761	$	71,694,380	$	67,913,856	$	69,275,895
Long-term debt		—		—		—		—		—
Stockholders’ equity		54,616,590		47,228,403		54,902,789		51,702,426		52,647,404
Stockholders’ equity per share	$	6.53	$	5.08	$	5.71	$	4.97	$	4.93


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*



			Payments due by period

			Less than						More than
Contractual Obligations	Total		1 Year		1 - 3 Years		3 - 5 Years		5 Years

Minimum Royalty Payments	$	8,188,000	$	4,556,000	$	3,632,000		—		—
Purchase Obligations		1,439,800		1,439,800		—		—		—
Employee Agreement		696,150		397,800		298,350		—		—

	$	10,323,950	$	6,393,600	$	3,930,350		—		—


Item 7A.	*Quantitative and Qualitative Disclosures about Market Risk*


Item 8.	*Financial Statements and Supplementary Data*


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*


Item 10.	*Directors and Executive Officers of the Registrant*


Item 2.	*Properties*


Item 3.	*Legal Proceedings*


Quarter	Low		High

First	$	7.813	$	10.250
Second	$	9.500	$	12.200
Third	$	9.700	$	11.600
Fourth	$	8.240	$	12.800


Item 11.	*Executive Compensation*


Item 12.	*Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters*


Item 13.	*Certain Relationships and Related Transactions*


Item 15.	*Exhibits, Financial Statement Schedules, and Reports on Form 8-K*


Exhibit		Description

	3.1	Restated Articles of Organization of the Company. Filed as Exhibit 3.1 to the Company’s Registration Statement on Form S-1 on October 5, 1995 (File No. 33-62673) and incorporated herein by reference.
	3.2	By-laws of the Company. Filed as Exhibit (3)(ii) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
	4.1	Specimen certificate for shares of Common Stock of the Company. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form S-1 (File No. 33-62673) and incorporated herein by reference.
	4.2	Rights Agreement, dated as of November 19, 2001, between the Company and EquiServe Trust Company, N. A. Filed as Exhibit 4.1 to the Company’s Registration Statement on Form 8-A on November 20, 2001 and incorporated herein by reference.
	10.1*	Agreement with the Children’s Television Workshop dated July 1, 1996 regarding the licensing of Sesame Street characters. Filed as Exhibit (10)(g) to the Company’s annual report on Form 10-K for the period ended December 31, 1996 and incorporated herein by reference.
	10.2*	Letter agreement with Children’s Television Workshop dated as of July 1, 1999 regarding the renewal of licensing of Sesame Street characters. Filed as Exhibit (10)(d) to the Company’s annual report on Form 10-K for the period ended December 31, 1999 and incorporated herein by reference.
	10.3*	Letter agreement with Sesame Workshop dated July 1, 2001 regarding the renewal of licensing of Sesame Street characters. Filed as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2002 and incorporated herein by reference.
	10.4*	Agreement with Disney Enterprises, Inc. dated as of August 1, 2000 relating to the licensing of Winnie the Pooh, Disney Classics and Disney Standard characters. Filed as Exhibit (10)(w) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2000 and incorporated herein by reference.
	10.5	The First Years Inc. 2002 Amended and Restated Equity Incentive Plan, filed herewith.
	10.6	The First Years Inc. 2002 Amended and Restated Stock Option Plan for Directors, filed herewith.
	10.7	Letter Agreement between The First Years Inc. and Jerome M. Karp dated August 8, 1999. Filed as Exhibit (10)(v) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 1999, and incorporated herein by reference.


Exhibit		Description

	10.8	Employment Agreement between The First Years Inc. and Ronald J. Sidman dated September 30, 1999. Filed as Exhibit (10)(u) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 1999, and incorporated herein by reference.
	10.9	Agreement between The First Years Inc. and Bruce Baron dated July 10, 1997. Filed as Exhibit (10)(p) to the Company’s annual report on Form 10-K for the period ended December 31, 1998, and incorporated herein by reference.
	10.10	Non-Compete Agreement between The First Years Inc. and Richard F. Schaub Jr. dated August 29, 2000. Filed as Exhibit (10)(m) to the Company’s annual report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.
	10.11	Change of Control Agreement between The First Years Inc. and Richard F. Schaub Jr. dated August 29, 2000. Filed as Exhibit (10)(n) to the Company’s annual report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.
	10.12	Promissory Note and Agreement between The First Years Inc. and Richard F. Schaub Jr. dated September 28, 2000. Filed as Exhibit (10)(o) to the Company’s annual report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.
	10.13	Promissory Note and Agreement between The First Years Inc. and Richard F. Schaub Jr. dated March 21, 2001. Filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the period ended December 31, 2001 and incorporated herein by reference.
	10.14	Agreement between The First Years Inc. and James A. Connors, Jr. dated May 8, 2000. Filed as Exhibit (10)(p) to the Company’s annual report on Form 10-K for the period ended December 31, 2000, and incorporated herein by reference.
	10.15	Employee Contract between The First Years Inc. and John R. Beals dated September 30, 2002. Filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2002 and incorporated herein by reference.
	10.16	Employee Contract between The First Years Inc. and Barry Boehme dated January 12, 2003, filed herewith.
	10.17	Consumer Products License — Disney Properties, dated as of June 4, 2002, between the Company and Disney Enterprises, Inc. Filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the period ending September 30, 2002 and incorporated herein by reference.
	21.1	List of Subsidiaries of the Registrant.
	23.1	Consent of Deloitte & Touche LLP.
	99.1	Certification of Officers pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


	THE FIRST YEARS INC.
	_______________________________________ (Registrant)



	John R. Beals, Treasurer and Senior Vice President —
	Finance (Chief Financial Officer and
	Chief Accounting Officer)


Signature	Title	Date

/s/ RONALD J. SIDMAN Ronald J. Sidman	Chief Executive Officer, Chairman of the Board of Directors and President	March 20, 2003

/s/ EVELYN SIDMAN Evelyn Sidman	Director	March 24, 2003

/s/ BENJAMIN PELTZ Benjamin Peltz	Director	March 20, 2003

/s/ FRED T. PAGE Fred T. Page	Director	March 20, 2003

/s/ KENNETH R. SIDMAN Kenneth R. Sidman	Director	March 20, 2003

/s/ LEWIS M. WESTON Lewis M. Weston	Director	March 20, 2003

/s/ WALKER J. WALLACE Walker J. Wallace	Director	March 25, 2003

/s/ BETH J. KAPLAN Beth J. Kaplan	Director	March 20, 2003

/s/ RICHARD WENZ Richard Wenz	Director	March 20, 2003


		Page

Independent Auditors’ Report			IV-7
Consolidated Financial Statements:
	Consolidated Balance Sheets as of December 31, 2002 and 2001		IV-8
	Consolidated Statements of Income for the Years Ended December 31, 2002, 2001, and 2000		IV-9
	Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2002, 2001, and 2000		IV-10
	Consolidated Statements of Cash Flows for the Years Ended December 31, 2002, 2001, and 2000		IV-11
	Notes to Consolidated Financial Statements		IV-12
Financial Statement Schedule II — Valuation and Qualifying Accounts for the Years Ended December 31, 2002, 2001, and 2000			IV-22


			2002			2001

ASSETS
Current Assets:
	Cash and cash equivalents (Notes 1 and 7)		$	21,989,782		$	13,310,004
	Accounts receivable (less allowance for doubtful accounts of $250,000 in 2002 and 2001) (Note 7)			21,995,564			17,318,497
	Inventories (Note 1)			16,171,842			20,331,823
	Prepaid expenses and other assets			1,631,942			1,784,793
	Deferred tax asset (Notes 1 and 3)			2,196,400			2,156,500

		Total current assets		63,985,530			54,901,617

Property, Plant, and Equipment (Note 1):
	Land			167,266			167,266
	Building and improvements			6,692,722			5,309,915
	Machinery and molds			9,395,859			7,809,664
	Furniture and equipment			8,478,858			7,826,605

		Total		24,734,705			21,113,450
	Less accumulated depreciation			12,968,335			10,739,306

		Property, plant, and equipment — net		11,766,370			10,374,144

		Total Assets	$	75,751,900		$	65,275,761

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
	Accounts payable and accrued expenses		$	15,259,792		$	12,824,321
	Accrued royalty expense (Note 5)			1,361,836			819,286
	Accrued selling expenses			3,251,482			3,200,951

		Total current liabilities		19,873,110			16,844,558

Deferred Tax Liability (Notes 1 and 3)				1,262,200			1,202,800

Commitments and Contingencies (Notes 5 and 7)
Stockholders’ Equity (Notes 4, 6, and 8):
Common stock — authorized, 50,000,000 shares; issued 10,818,464 and 10,748,404; outstanding, 8,219,044 and 8,173,867 as of December 31, 2002 and 2001, respectively				1,081,846			1,074,840
Paid-in-capital				9,854,632			9,277,390
Retained earnings				73,804,237			66,686,505
Less treasury stock at cost, 2,599,420 and 2,574,537 shares as of December 31, 2002 and 2001, respectively				(30,124,125	)		(29,810,332	)

		Total stockholders’ equity		54,616,590			47,228,403

		Total Liabilities and Stockholders’ Equity	$	75,751,900		$	65,275,761



			Common Stock
								Paid-in		Retained
			Shares			Par Value		Capital		Earnings			Treasury Stock

Balance, January 1, 2000				9,616,235		$	1,057,033	$	8,052,623	$	52,907,819		$	(10,315,049	)
	Stock issued under stock option plans (Note 6)			109,008			10,901		569,688		—			—
	Tax benefit derived from option compensation deduction			—			—		42,400		—			—
		Compensation charge related to grant of common stock option		—			—		50,000		—			—
	Dividends paid			—			—		—		(573,299	)		—
	Repurchase of 549,478 shares for treasury			(549,478	)		—		—		—			(5,550,290	)
	Net income			—			—		—		8,650,963			—

Balance, December 31, 2000				9,175,765			1,067,934		8,714,711		60,985,483			(15,865,339	)
	Stock issued under stock option plans (Note 6)			69,067			6,906		454,379		—			—
	Tax benefit derived from option compensation deduction			—			—		48,300		—			—
	Compensation charge related to grant of common stock option			—			—		60,000		—			—
	Dividends paid			—			—		—		(550,766	)		—
	Repurchase of 1,070,965 shares for treasury			(1,070,965	)		—		—		—			(13,944,993	)
	Net income			—			—		—		6,251,788			—

Balance, December 31, 2001				8,173,867			1,074,840		9,277,390		66,686,505			(29,810,332	)
	Stock issued under stock option plans (Note 6)			70,060			7,006		545,742		—			—
	Tax benefit derived from option compensation deduction			—			—		31,500		—			—
	Dividends paid			—			—		—		(819,983	)		—
	Repurchase of 24,883 shares for treasury			(24,883	)		—		—		—			(313,793	)
	Net income			—			—		—		7,937,715			—

Balance, December 31, 2002				8,219,044		$	1,081,846	$	9,854,632	$	73,804,237		$	(30,124,125	)



		Years Ended December 31

		2002			2001			2000

Net Income — as reported		$	7,937,715		$	6,251,788		$	8,650,963
Less: Stock-based employee compensation expense determined under fair value based method, net of tax			(1,561,779	)		(1,725,582	)		(1,674,438	)

Net income — pro forma		$	6,375,936		$	4,526,206		$	6,976,525

Earnings per share
	Basic — as reported	$	0.97		$	0.68		$	0.91
	Basic — pro forma	$	0.78		$	0.50		$	0.73
	Diluted — as reported	$	0.95		$	0.67		$	0.90
	Diluted — pro forma	$	0.77		$	0.49		$	0.73


		2002		2001

Deferred tax assets:
	Expenses not currently deductible	$	310,200	$	319,200
	Capitalized packaging costs not currently deductible		1,026,600		936,300
	Capitalized inventory costs not currently deductible		657,700		660,800
	Other		201,900		240,200

			2,196,400		2,156,500


Deferred tax liabilities:
	Excess tax depreciation over financial reporting depreciation		1,262,200		1,202,800

Net deferred tax asset		$	934,200	$	953,700


									Weighted
		Weighted							Average
		Average							Exercise
		Exercise		Number of					Price for
		Price Per		Options			Options		Options
		Share		Outstanding			Exercisable		Exercisable

January 1, 2000		$	11.27		766,622			428,615	$	9.46
	Granted		7.83		477,971
	Canceled		9.73		(80,846	)
	Exercised		5.33		(109,008	)


December 31, 2000			10.43		1,054,739			532,601	$	11.49
	Granted		9.22		292,322
	Canceled		9.71		(69,965	)
	Exercised		6.71		(69,067	)


December 31, 2001			10.39		1,208,029			726,338	$	11.43
	Granted		12.36		290,683
	Canceled		10.88		(31,145	)
	Exercised		7.43		(70,060	)


December 31, 2002		$	10.90		1,397,507			919,122	$	11.01


										Weighted
								Number		Average
Number				Weighted		Weighted		Currently		Exercise
of Options		Range of		Average		Average		Exercisable		Price for
Outstanding		Exercise		Exercise		Remaining		at		Options
at 12/31/02		Prices		Price		Life		12/31/02		Exercisable

	6,000		$2.81	$	2.81		1.42		6,000	$	2.81
	26,000		4.22 — 6.33		4.63		2.42		26,000		4.63
	581,162		6.33 — 9.49		8.30		7.44		342,184		8.13
	648,363		9.49 — 14.24		12.62		7.47		416,228		12.54
	135,982		14.24 — 17.00		15.38		5.71		128,710		15.39

	1,397,507			$	10.90		7.20		919,122	$	11.01


Product Category	2002		2001		2000

Feeding & Soothing	$	51,065	$	44,625	$	53,716
Play & Discover		34,003		33,962		29,348
Care & Safety		49,323		47,197		45,690


								Basic		Diluted
				Gross		Net		Earnings		Earnings
Calendar Quarter		Net Sales (1)		Profit (1)		Income (2)		Per Share		Per Share

2002
	First	$	33,310,840	$	11,628,709	$	2,148,780	$	0.26	$	0.25
	Second		34,766,239		12,370,713		2,188,033		0.27		0.26
	Third		33,955,088		11,759,045		2,211,854		0.27		0.26
	Fourth		32,359,320		10,351,279		1,389,048		0.17		0.17
2001
	First	$	32,458,730	$	11,196,801	$	2,376,915	$	0.26	$	0.26
	Second		31,818,183		10,275,830		1,496,380		0.16		0.16
	Third		34,547,896		11,168,296		2,053,482		0.22		0.22
	Fourth (2)		26,958,961		9,364,849		325,011		0.04		0.04


					Additions
			Balance,		Charged to
			Beginning of		Costs and						Balance
Description			Year		Expenses			Deductions			End of Year

Valuation Accounts Deducted from Assets to which they Apply —
	Allowance for doubtful accounts:
		2002	$	250,000	$	116,825		$	116,825	(1)	$	250,000

		2001	$	270,000	$	1,217,405	(2)	$	1,237,405	(1,2)	$	250,000

		2000	$	270,000	$	87,324		$	87,324	(1)	$	270,000


	Allowance for obsolete inventory:
		2002	$	200,000	$	150,000		$	150,000		$	200,000

		2001	$	300,000	$	0		$	100,000		$	200,000

		2000	$	390,000	$	0		$	90,000		$	300,000