                          STATE OF MICHIGAN

                           COURT OF APPEALS



BARBARA PACE,                                                      FOR PUBLICATION
                                                                   February 24, 2015
              Plaintiff-Appellant,                                 9:00 a.m.

v                                                                  No. 319223
                                                                   Eaton Circuit Court
JESSICA EDEL-HARRELSON, CHRISTY                                    LC No. 12-000454-CZ
LONG, and SIREN EATON SHELTER INC.,

              Defendants-Appellees.


Before: SHAPIRO, P.J., and GLEICHER and RONAYNE KRAUSE, JJ.

SHAPIRO, J.

        In this employment termination case, plaintiff Barbara Pace appeals by right the trial
court order granting summary disposition in favor of defendants under MCR 2.116(C)(10) (no
genuine issue of material fact) on plaintiff’s two claims: (1) that her employment was terminated
in violation of the Whistleblower’s Protection Act (WPA), MCL 15.361 et seq., and,
alternatively, (2) that her discharge was against public policy. For the reasons discussed below,
we reverse the trial court’s grant on the WPA claim, but affirm on the claim of discharge against
public policy.

                                           I. FACTS

        Defendants in this action are: SIREN/Eaton Shelter (SIREN), an organization devoted to
helping domestic violence victims and the homeless in Eaton County, Jessica Edel-Harrelson,
SIREN’s executive director, and Christy Long, a SIREN caseworker, i.e., plaintiff’s former
coworker. In January 2012, plaintiff was terminated from her position as a Domestic Violence
Transitional Supportive Housing Coordinator/Advocate with SIREN. In this position, plaintiff
was responsible for using state grant funds to assist domestic violence victims in finding
permanent housing as well as providing other services. In affecting these goals, plaintiff was
allowed to use grant funds to purchase housing items for SIREN clients. Plaintiff testified that
when she purchased a housing item for a client using grant funds, she wrote the client’s name on
the back of the receipt and submitted the receipt to Long. Plaintiff stated that Long was in
charge of tracking expenditures related to each grant.

       Plaintiff testified that, in August 2011, she became concerned about what she viewed as
discrepancies in grant funding records; she believed that grant money was being used to make
unauthorized purchases. Plaintiff claimed that she discussed her concerns with Edel-Harrelson.


                                               -1-
However, Edel-Harrelson testified that no such discussion ever took place. She did acknowledge
that plaintiff asked her for “clarification” concerning alleged grant discrepancies.

       Plaintiff testified that, on December 9, 2011, Long came to her and stated that she knew
there was money remaining in a certain grant fund budget. Plaintiff stated that Long told her that
Long’s daughter needed a new stove but could not afford one. Plaintiff claimed that Long then
told her she was going to use grant money to purchase the stove for her daughter; plaintiff felt
that Long implied that plaintiff should document the transaction in attempt to cover-up the
unauthorized purchase. At her deposition, Long denied ever using such funds for this purpose,
or indeed ever discussing such a purchase with plaintiff.

        Plaintiff testified that, following this conversation with Long, she immediately contacted
Nancy Oliver, Edel-Harrelson’s predecessor as the director of SIREN, to discuss the situation.
Oliver suggested that plaintiff contact her supervisors, Carol Chandler and Martha Miller.
According to plaintiff, she called Chandler and spoke with her for approximately 45 minutes,
after which Chandler stated that she would report the matter to Miller and take care of the
situation. Plaintiff stated that this procedure observed SIREN’s “chain of command” for
reporting such issues.

        Plaintiff testified that she was unsatisfied with the lack of action and so, in late December
2011 or early January 2012, she reported her suspicions directly to Edel-Harrelson. She stated
that, at that time, she believed that Long had already purchased the stove with grant funds.
Plaintiff claimed that Edel-Harrelson told her that she would look into the matter and discuss it
with Chandler and Miller. However, in her deposition, Edel-Harrelson claimed to have no
recollection of such a discussion with plaintiff. Edel-Harrelson also testified that she had not
been approached by Chandler or Miller regarding plaintiff’s claim; indeed, she stated that she
had no knowledge of such a conversation between plaintiff and Long. Edel-Harrelson did
eventually investigate plaintiff’s claim against Long and found no wrongdoing; however, that
investigation occurred only after plaintiff filed her complaint in the instant action in April 2012.1

        On January 18, 2012, plaintiff’s employment with SIREN was terminated after ten years
of what she characterizes as “loyal service and a spotless employment record.” In this action,
plaintiff alleges that her employment was illegally terminated for reporting Long’s violation or
planned violation of law to Edel-Harrelson. Plaintiff also claimed that her reporting resulted in
harassment, which she termed as “snide comments” and “eye piercing dirty looks” from a former
SIREN employee who had returned to volunteer, and Long being rude to her when she asked
about vision insurance.


1
  There is conflicting evidence regarding whether Long ever purchased the stove in question.
Plaintiff cited a receipt for a washer, dated May 21, 2012, that contained a notation stating
“05/23/12 – Stove picked up.” However, in a letter dated April 22, 2013 (after plaintiff filed the
instant complaint), the president of the subject vendor asserted that the “stove” notation was a
clerical error and should have referred to the washer described in the receipt; an updated receipt
was provided with the correct notation. Plaintiff does assert that because SIREN had a line of
credit with this vendor, it is possible that Long purchased the stove without leaving a paper trail.



                                                -2-
        SIREN’s stated reason for terminating plaintiff’s employment was plaintiff’s own
allegedly harassing and intimidating behavior toward a fellow employee. A letter addressed to
plaintiff from Edel-Harrelson, dated January 22, 2012, states in relevant part:

            I regret to inform you that you are released from employment with
       SIREN/Eaton Shelter effective January 21, 2012.

               The reason for your termination is as follows: On Thursday, January 12,
       2012, you engaged in behavior that resulted in fear and intimidation in co-
       workers, and which was witnessed by three employees. This behavior is in direct
       violation of SIREN/Eaton Shelter’s policy Section 13.2, 13.2 Sub-section 6, and
       Section 13.3.

                As outlined in the agency policies, Section 13.2 states that conduct which
       may jeopardize personal safety, security or the welfare of the agency or its
       employees is prohibited. Any type of workplace violence or intimidation
       committed by employees will not be tolerated. Sub-section 6 states that
       employees shall refrain from aggressive or hostile behavior that frightens,
       distresses, or creates reasonable fear of injury to another person. Section 13.3
       states that all employees are entitled to a work environment free from behavior
       that is disruptive or that interferes with employee ability to perform their duties.

        Defendants presented evidence to support this reason for plaintiff’s termination. On or
about January 10, 2012, plaintiff, in the presence of witnesses, made an inappropriate comment
to a co-worker. Plaintiff admitted making the comment as a joke. When Carol Hatch, a
coworker who witnessed the comment, told plaintiff that the remark had been inappropriate,
plaintiff asked if Hatch wished to go “toe to toe” with her.2 The incident was reported to Miller,
plaintiff’s supervisor, who discussed the incident the next day with Edel-Harrelson. Edel-
Harrelson testified that she originally advised Miller to proceed with a formal write-up, but upon
further consideration, directed Miller to issue plaintiff a verbal warning.

        According to Edel-Harrelson, Miller met with plaintiff on January 12, 2012 to deliver the
verbal warning. Edel-Harrelson testified that plaintiff became angry and walked out of the
meeting. After leaving the meeting, plaintiff apparently approached Hatch. Hatch averred that
in the presence of two other case managers, Cheryl Tisdale and Elaine Schegitz, plaintiff “came
into my office space . . . toward me with clenched fists, aggressively.” Hatch stated that plaintiff
“said to me, ‘I hope you’re happy, I just quit because of you.’ She kicked the boxes inside the
doors, twice, very hard, and I thought she was going to come toward me. I responded to her
comment, ‘No, I’m afraid.’” Hatch then took the rest of the day off, as well as the following day,
“because I was feeling very shaken, threatened and vulnerable to attack by [plaintiff]’s rage
toward me.” Shegitz averred that plaintiff “stomped into the office, angry, with her hands


2
  Plaintiff characterized this statement not as an invitation to physical violence, but “to go toe to
toe in regards to what [Hatch] wasn’t doing and what she was doing in regards to the
paperwork.”



                                                -3-
clenched” and “glared” at Hatch “and said something to [Hatch] along the lines of ‘Thanks a lot .
. . .’” However, Shegitz did not state that plaintiff kicked boxes or physically advanced on
Hatch. Plaintiff categorically denied that she engaged in any physically intimidating behavior;
indeed, she denied that she ever went into Hatch’s work area after the meeting. After the
meeting about the verbal warning, plaintiff acknowledged that she was “upset” and walked back
to her office and “slammed her door.” She denied that she threw or kicked anything.

       After consulting with SIREN’s Personnel Committee, Edel-Harrelson decided to
terminate plaintiff’s employment for the reasons cited in the January 22, 2012 letter. Plaintiff
was informed of her firing in a meeting with Edel-Harrelson and Miller on January 18, 2012, and
her employment was formally terminated on January 21, 2012.

        On April 12, 2012, plaintiff brought the instant action, alleging two counts: that her
termination was in violation of the WPA and constituted a retaliatory discharge in violation of
public policy. On August 21, 2013, defendants moved for summary disposition, arguing that
plaintiff could not establish a prima facie case under the WPA because (1) no conduct had
occurred that could be considered a violation or suspected violation of law and, therefore, was
not “protected activity” and (2) plaintiff could not establish a causal connection between her
alleged report of a suspected violation of law and her termination. Defendants further argued
that there was no applicable public policy basis to support plaintiff’s claim of discharge against
public policy.

        On November 6, 2013, the trial court granted summary disposition in favor of defendants,
ruling that plaintiff failed to establish that a violation or suspected violation of law occurred and
that there was no public policy basis upon which to assert her claim of discharge against public
policy.

                         II. WHISTLEBLOWER’S PROTECTION ACT

        Plaintiff argues that the trial court erred by granting defendants’ motion for summary
disposition on her WPA claim. We agree.3



3
  This Court reviews de novo a trial court’s grant of summary disposition under MCR
2.116(C)(10). Ernsting v Ave Maria College, 274 Mich App 506, 509; 736 NW2d 574 (2007).
“When deciding a motion for summary disposition under MCR 2.116(C)(10), a court must
consider the pleadings, affidavits, depositions, admissions, and other documentary evidence
submitted in the light most favorable to the nonmoving party.” Id. at 509-510. All reasonable
inferences are to be drawn in favor of the nonmoving party. Dextrom v Wexford Co, 287 Mich
App 406, 415; 789 NW2d 211 (2010). “Summary disposition is proper under MCR
2.116(C)(10) if the documentary evidence shows that there is no genuine issue regarding any
material fact and the moving party is entitled to judgment as a matter of law.” Ernsting, 274
Mich App at 509. “This Court is liberal in finding genuine issues of material fact.” Jimkoski v
Shupe, 282 Mich App 1, 5; 763 NW2d 1 (2008). “A genuine issue of material fact exists when
the record, giving the benefit of any reasonable doubt to the opposing party, leaves open an issue



                                                -4-
        “The WPA provides a remedy for an employee who suffers retaliation for reporting or
planning to report a suspected violation of a law, regulation, or rule to a public body.” Anzaldua
v Neogen Corp, 292 Mich App 626, 630; 808 NW2d 804 (2011). “The underlying purpose of
the WPA is protection of the public. The statute meets this objective by protecting the
whistleblowing employee and by removing barriers that may interdict employee efforts to report
violations or suspected violations of the law.” Id. at 631 (quotation marks and citations omitted).
Additionally, “[t]he WPA is a remedial state and must be liberally construed to favor the persons
that the Legislature intended to benefit.” Id.

       MCL 15.362 provides:

               An employer shall not discharge, threaten, or otherwise discriminate
       against an employee regarding the employee's compensation, terms, conditions,
       location, or privileges of employment because the employee, or a person acting on
       behalf of the employee, reports or is about to report, verbally or in writing, a
       violation or a suspected violation of a law or regulation or rule promulgated
       pursuant to law of this state, a political subdivision of this state, or the United
       States to a public body, unless the employee knows that the report is false, or
       because an employee is requested by a public body to participate in an
       investigation, hearing, or inquiry held by that public body, or a court action.
       [Emphasis added.]

        “To establish a prima facie case under [MCL 15.362], a plaintiff must show that (1) the
plaintiff was engaged in protected activity as defined by the act, (2) the plaintiff was discharged
or discriminated against, and (3) a causal connection exists between the protected activity and
the discharge or adverse employment action.” Shaw v Ecorse, 283 Mich App 1, 8; 770 NW2d 31
(2009), quoting West v General Motors Corp, 469 Mich 177, 183-184; 665 NW2d 468 (2003).
In this case, it is undisputed that plaintiff was discharged from her employment, thus satisfying
the second element.4

                                 A. PROTECTED ACTIVITY

        In their motion for summary disposition, defendants argued, and the trial court agreed,
that plaintiff had not engaged in protected activity because, at best, she reported a “possible
future violation” of the law, not a “violation or suspected violation” of law and that, even taking
plaintiff’s deposition testimony as true, Long merely announced her intention to commit a
violation of law in the future, which was insufficient to constitute either the crime of
embezzlement or attempted embezzlement.

upon which reasonable minds could differ.” Ernsting, 274 Mich App at 510. Questions of
statutory interpretation are also reviewed de novo. PNC Nat’l Bank Ass’n v Dep’t of Treasury,
285 Mich App 504, 505; 778 NW2d 282 (2009).


4
 Defendants conceded, at trial and on appeal, that SIREN is a “public body” for purposes of the
WPA.



                                                -5-
        Contrary to the parties’ contention, this case does not present an issue of first impression.
In Debano-Griffin v Lake Co, 486 Mich 938, 938; 782 NW2d 502 (2010),5 the Supreme Court
reversed this Court’s opinion holding that the plaintiff had not engaged in protected activity
under the WPA. See Debano-Griffin v Lake Co, unpublished opinion per curiam of the Court of
Appeals, issued October 15, 2009 (Docket No. 282921). In that case, the plaintiff’s employment
was terminated subsequent to her reporting of what she believed were unlawful transfers of
county funds from an ambulance fund into a 911 fund. Id. at 1-2. This Court concluded that the
plaintiff had not engaged in “protected activity,” writing:

               Because plaintiff had only a subjective belief that defendants’ activities or
       suspected activities violated unspecified “governing rules” (which may indeed
       have just been the suggestions of 911 directors she had been in contact with on
       how to make sure ambulance service was efficiently provided), and because she
       could not identify what law, rule, or regulation had been violated by the
       movement of funds from the ambulance account to another county account, she
       failed to establish the prima facie elements of a claim under the WPA. [Id. at 4.]

       In lieu of granting the plaintiff’s application for leave to appeal, the Supreme Court
reversed, writing:

       The Court of Appeals erred in holding that the plaintiff was not engaged in
       protected activity under the Whistleblowers Protection Act (WPA), MCL 15.361
       et seq. Reporting a “suspected violation of a law” is protected activity. MCL
       15.362. MCL 211.24f(2)(d) requires the ballot to include “[a] clear statement of
       the purpose for the millage.” In City of South Haven v Van Buren Co Bd of
       Comm’rs, 478 Mich 518, 533 n 23, 534[;734 NW2d 533] (2007), this Court,
       relying on this statutory language, held that “funds derived from levies must be
       used for the purpose stated in the ballot,” and that using such funds for another
       purpose would “violate the law.” See also, MCL 750.489; MCL 750.490; MCL
       141.439. Accordingly, when the plaintiff reported her concerns that the
       ambulance funds were being used for purposes other than those stated in the
       ballot, the plaintiff was reporting a “suspected violation of a law,” and, thus, was
       engaged in protected activity. Because the plaintiff reported a suspected violation
       of an actual law, it is unnecessary to address whether the reporting of a suspected
       violation of a suspected law constitutes protected activity. [Debano-Griffin, 486
       Mich at 938 (emphasis in original).]

       As in Debano-Griffin, this case does not involve a suspected violation of a suspected law.
It concerns a suspected violation of an actual law. Defendants do not argue that if Long


5
  “An order of [the Michigan Supreme] Court is binding precedent if it constitutes a final
disposition of an application and contains a concise statement of the applicable facts and reasons
for the decision.” DeFrain v State Farm Mut Auto Ins Co, 491 Mich 359, 369; 817 NW2d 504
(2012). These requirements are satisfied in regard to the Supreme Court’s order in Debano-
Griffin, 486 Mich at 938.



                                                -6-
purchased a stove for her daughter with grant funds (or taken sufficient steps to constitute an
attempt of such a purchase), she would not have committed the crime of embezzlement (or
attempted embezzlement). See MCL 750.174. This case then turns on whether plaintiff reported
a “suspected violation of a law[.]” MCL 15.362. By protecting employees who report a
“violation or a suspected violation” of a law, id., the Legislature did not intend that an employee
must report an actual violation of law, see Bush v Shabahang, 454 Mich 156, 166-167; 772
NW2d 272 (2009) (“statute must be read as a whole” and “effect should be given to every
phrase, clause, and word in the statute.”). Had the Legislature so intended, it need not have
included the phrase “suspected violation” at all.

         In her deposition, plaintiff stated that at the time of her report, she believed Long had
purchased the stove. Thus, defendants’ argument that plaintiff only suspected that Long might
do so in the future is inconsistent with the record. More broadly, we reject defendant’s
suggestion that, where an employee has a good faith and reasonable belief that a violation of the
law has either already occurred or is being actively planned, the report of that belief is
insufficient to trigger the protections of the WPA. Defendants’ argument suggests that no matter
how serious a violation is being planned, an employee who learns of the plan must (a) report the
planned violation without the benefit of the protections the Legislature provided in the WPA; (b)
remain silent until the violation occurs, or; (c) undertake her own investigation to determine
whether and when the planned violation has been completed. The first two options are
inconsistent with the language of the WPA and the third option would be foolish, if not
dangerous and potentially unlawful. Requiring that a reporter wait until she is certain that the
violation is complete is also inconsistent with the intent of the WPA, i.e., the protection of the
public. Anzaldua, 292 Mich App at 631. The WPA affects this goal by protecting “employee
efforts to report violations or suspected violations of the law.” Id.

        Defendants argue and offer testimony that the conversation between plaintiff and Long
never occurred. However, the law requires that we view plaintiff’s deposition testimony in the
light most favorable to her for purposes of defendants’ motion under MCR 2.116(C)(10).
Ernsting, 274 Mich App at 509-510. Ultimately, a jury must make the factual determination of
whether or not such a conversation occurred and, if so, what was said. However, the
conversation between plaintiff and Long, as plaintiff testified to in her deposition, is sufficient to
allow a jury to conclude that plaintiff reasonably suspected a violation of law, whether
completed or actively planned. Thus, viewing the evidence in the light most favorably to
plaintiff, she “reported a suspected violation of an actual law,” which constitutes “protected
activity” and is sufficient to establish the first element of a prima facie case under the WPA,
Debano-Griffin, 486 Mich at 938. The trial court erred in ruling to the contrary.

                                   B. CAUSAL CONNECTION

        In their motion for summary disposition, defendants also argued that plaintiff could not
establish the necessary causal connection between her alleged protected activity and her
termination. Although the trial court did not rule on this issue, we are inclined to address it. See
Heydon v MediaOne, 275 Mich App 267, 278; 739 NW2d 373 (2007) (holding that this Court
may address an issue not ruled on by the trial court if it presents a question of law and all the
facts necessary for its resolution have been presented). And we conclude that questions of fact



                                                 -7-
exist regarding causation sufficient to render summary disposition under MCR 2.116(C)(10)
inappropriate under that alternative basis.

       Establishing causation in a WPA claim requires the application of the burden-shifting
analysis articulated in McDonnell Douglas Corp v Green, 411 US 792; 93 S Ct 1817; 36 L Ed 2d
668 (1973). Debano-Griffin v Lake Co, 493 Mich 167, 175-176; 828 NW2d 634 (2013).

               Absent direct evidence of retaliation, a plaintiff must rely on indirect
       evidence of his or her employer’s unlawful motivations to show that a causal link
       exists between the whistleblowing act and the employer’s adverse employment
       action. A plaintiff may present a rebuttable prima facie case on the basis of
       proofs from which a factfinder could infer that the plaintiff was the victim of
       unlawful retaliation. Once a plaintiff establishes a prima facie case, a
       presumption of retaliation arises because an employer’s adverse action is more
       likely than not based on the consideration of impermissible factors—for example,
       [a] plaintiff’s protected activity under the WPA—if the employer cannot
       otherwise justify the adverse employment action.

               The employer, however, may be entitled to summary disposition if it
       offers a legitimate reason for its action and the plaintiff fails to show that a
       reasonable fact-finder could still conclude that the plaintiff’s protected activity
       was a “motivating factor” for the employer’s adverse action. A plaintiff must not
       merely raise a triable issue that the employer’s proffered reason was pretextual,
       but that it was a pretext for unlawful retaliation. [Id. at 176 (quotation marks,
       citations, and formatting omitted).]

        Plaintiff appears to concede that she has not advanced direct evidence of retaliation. As
discussed, plaintiff asserts that she was terminated for reporting Long’s violation or planned
violation of law and defendants rebut that assertion by claiming that plaintiff was terminated for
physically intimidating her coworkers. However, both of these factual assertions are far from
established. Long claims that she never told plaintiff that she planned to buy her daughter a
stove with grant funds, and Edel-Harrelson claims that plaintiff never reported to her such a
conversation. By contrast, the allegation that plaintiff engaged in physically intimidating
behavior is supported by Hatch’s affidavit, but plaintiff claims that no such behavior toward
Hatch occurred. Shegitz’s affidavit, which defendants purport corroborates Hatch’s account, is
unpersuasive. Shegitz only averred that she witnessed plaintiff “glare” at Hatch and say
something “along the lines of ‘Thanks a lot,’” but could not “recall the rest.” Put simply, both
asserted reasons for plaintiff’s termination are grounded in conflicting testimony and questions
of witness credibility and the weight given to the evidence are reserved for the finder of fact.
See, e.g., People v Harrison, 283 Mich App 374, 378; 768 NW2d 98 (2009).

        These factual uncertainties must be resolved prior to conducting a meaningful burden-
shifting analysis under McDonnell Douglas. Nonetheless, defendants argue that, even viewing
the facts in the light most favorable to plaintiff, she cannot establish a causal connection between
her alleged protected activity and her termination. Defendants assert that plaintiff has
established no more than a temporal relationship between her claimed reporting of her
conversation with Long and her termination and note that “[a] temporal relationship, standing


                                                -8-
alone, does not demonstrate a causal connection between the protected activity and any adverse
employment action.” West, 469 Mich at 186-187. However, viewing the evidence in the light
most favorable to plaintiff, her causation argument is not simply based upon a temporal
relationship. She claims, and has testified, that the events for which defendant claims she was
terminated never occurred. If the jury finds her credible and concludes that defendants’ asserted
reason for firing her was false, then it would obviously be proper for it to conclude that
defendants’ asserted basis for the firing was pretextual. Indeed, if the jury concludes that
defendants invented an untrue incident as a basis to fire plaintiff, then it is difficult to see how
they could conclude that it was not pretextual.

        In sum, the issue of causation presents a genuine factual dispute and, therefore, the trial
court improperly granted summary disposition in favor of defendants on plaintiff’s WPA claim.
See Auto Club Ass’n v Sarate, 236 Mich App 432, 437; 600 NW2d 695 (1999) (“The existence
of [a] factual dispute means that summary disposition was improperly granted to defendant.”).

                        III. DISCHARGE AGAINST PUBLIC POLICY

        Before the trial court and on appeal, plaintiff acknowledged that her claim of discharge
against public policy was pled in the alternative to her WPA claim and that we need only address
her public policy claim were we to affirm the trial court’s grant of summary disposition in favor
of defendants on her WPA claim. In other words, plaintiff concedes that her public policy claim
need only be allowed to proceed if she failed to establish a prima facie case under the WPA.
This position is consistent with the applicable law. See Anzaldua, 292 Mich App at 631
(citations omitted) (“The WPA provides the exclusive remedy for such retaliatory discharge and
consequently preempts common-law public-policy claims arising from the same activity.
However, if the WPA does not apply, it provides no remedy and there is no preemption.”).
Accordingly, we affirm the trial court’s grant of summary disposition in favor of defendants on
plaintiff’s public policy claim and need not address the merits of that decision. See Taylor v
Laban, 241 Mich App 449, 458; 616 NW2d 229 (2000) (this Court need not reverse a trial
court’s ruling when it reached the right result, even if for the wrong reason).

        We reverse the trial court’s grant of summary disposition in favor of defendants on
plaintiff’s WPA claim and remand for proceedings consistent with this opinion. We affirm the
trial court’s grant of summary disposition in favor of defendants on plaintiff’s claim of discharge
against public policy. We do not retain jurisdiction.



                                                             /s/ Douglas B. Shapiro
                                                             /s/ Elizabeth L. Gleicher
                                                             /s/ Amy Ronayne Krause




                                                -9-
