SYNERGY FINANCIAL GROUP, INC.
RETIREMENT BENEFITS EQUALIZATION PLAN
As Amended
Article I
Introduction
Section 1.01 Purpose, Design and Intent.
(a) The purpose of the Synergy Financial Group, Inc. Retirement Benefits
Equalization Plan (the "Plan") is to assist Synergy Financial Group, Inc.
(the "Company") and its affiliates in retaining the services of key
employees, to induce such employees to use their best efforts to enhance
the business of the Company and its affiliates, and to provide certain
supplemental retirement benefits to such employees.
(b) The Plan, in relevant part, is intended to constitute an unfunded "excess
benefit plan" as defined in Section 3(36) of the Employee Retirement Income
Security Act of 1974, as amended. In this respect, the Plan is specifically
designed to provide certain key employees with retirement benefits that
would have been provided under various tax-qualified retirement plans
sponsored by the Company but for the applicable limitations placed on
benefits and contributions under such plans by various provisions of the
Internal Revenue Code of 1986, as amended.
Article II
Definitions
Section 2.01 Definitions. In this Plan, whenever the context so indicates, the
singular or the plural number and the masculine or feminine gender shall be
deemed to include the other, the terms "he," "his," and "him," shall refer to a
Participant or a beneficiary of a Participant, as the case may be, and, except
as otherwise provided, or unless the context otherwise requires, the capitalized
terms shall have the following meanings:
"Affiliate" means any corporation, trade or business, which, at the
time of reference, is together with the Company, a member of a controlled group
of corporations, a group of trades or businesses (whether or not incorporated)
under common control, or an affiliated service group, as described in Sections
414(b), 414(c), and 414(m) of the Code, respectively, or any other organization
treated as a single employer with the Company under Section 414(o) of the Code.
"Applicable Limitations" means one or more of the following, as
applicable:
(i) the maximum limitations on annual additions to a tax-qualified
defined contribution plan under Section 415(c) of the Code;
(ii) the maximum limitation on the annual amount of compensation that
may, under Section 401(a)(17) of the Code, be taken into account
in determining contributions to and benefits under tax-qualified
plans; and
(iii) the maximum limitations, under Sections 401(k), 401(m), or
402(g) of the Code, on pre-tax contributions that may be made
to a qualified defined contribution plan.
"Bank" means Synergy Bank, a subsidiary of the Company.
"Board of Directors" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the person(s) designated by the Board of Directors,
pursuant to Section 9.02 of the Plan, to administer the Plan.
"Common Stock" means the common stock of the Company.
"Company" means Synergy Financial Group, Inc. and any successors
thereto.
"Earnings Rate" means the Wall Street Journal, Eastern Edition, "prime
rate" in effect as of January 1 of each calendar year plus 100 basis
points, as adjusted quarterly thereafter, with a minimum rate of 4% and
a maximum rate of 10%, or such other rate of earnings attributable to a
Participant's Supplemental Accounts not otherwise invested actually or
notionally in Common Stock as set forth herein.
"Effective Date" means January 1, 2004.
"Eligible Employee" means any Employee who participates in the ESOP or
the Savings Plan, and whom the Board of Directors determines is one of
a "select group of management or highly compensated employees," as
such phrase is used for purposes of Sections 101, 201, and 301 of
ERISA.
"Employee" means any person employed by the Company or an Affiliate.
"Employer" means the Company or Affiliate thereof that employs the
Employee.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.
"ESOP" means the Synergy Financial Group, Inc. Employee Stock Ownership
Plan and Trust, as amended from time to time.
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"ESOP Valuation Date" means any day as of which the income, assets and
investment experience of the trust fund of the ESOP is determined and
individuals' accounts under the ESOP are adjusted accordingly.
"Participant" means an Eligible Employee who is entitled to benefits
under the Plan.
"Plan" means this Synergy Financial Group, Inc. Retirement Benefits
Equalization Plan.
"Savings Plan" means the Synergy Financial Group, Inc. 401K Savings
Plan and Trust.
"Supplemental ESOP Account" means an account established by an
Employer, pursuant to Section 5.01 of the Plan, with respect to a
Participant's Supplemental ESOP Benefit.
"Supplemental ESOP Benefit" means the benefit credited to a
Participant pursuant to Section 4.01 of the Plan.
"Supplemental Savings Plan Account" means an account established by an
Employer, pursuant to Section 5.02 of the Plan, with respect to a
Participant's Supplemental Savings Plan Benefit.
"Supplemental Savings Plan Benefit" means the benefit credited to a
Participant pursuant to Section 4.02 of the Plan.
Article III
Eligibility and Participation
Section 3.01 Eligibility and Participation.
(a) Each Eligible Employee may participate in the Plan. An Eligible Employee
shall become a Participant in the Plan upon designation as such by the
Board of Directors. An Eligible Employee whom the Board of Directors
designates as a Participant in the Plan shall commence participation as of
the date established by the Board of Directors. The Board of Directors
shall establish an Eligible Employee's date of participation at the same
time it designates the Eligible Employee as a Participant in the Plan.
(b) The Board of Directors may, at any time, designate an Eligible Employee as
a Participant for any or all supplemental benefits provided for under
Article IV of the Plan.
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Article IV
Benefits
Section 4.01 Supplemental ESOP Benefit.
As of each ESOP Valuation Date of the ESOP, the Employer shall credit the
Participant's Supplemental ESOP Account with a Supplemental ESOP Benefit equal
to the excess of (I) over (II), where:
(a) (I) equals the increase in the amount of cash and stock that would have
been allocated to the Participant's Accounts for the respective ESOP
Valuation Date in excess of the aggregate amount that would have been
credited to such Participant's Accounts as of the prior ESOP Valuation Date
based upon the allocation of: 1) current plan year dividends on previously
allocated stock, 2) dividends on unallocated stock, 3) other ESOP Trust
earnings, 4) plan forfeitures, and 5) Employer contributions under the
ESOP, determined as if the provisions of the ESOP were administered for the
current ESOP Valuation Date and all prior ESOP Valuation Dates without
regard to any of the Applicable Limitations; and
(b) (II) equals the amount of cash and stock actually allocated to the
Participant's Accounts under the provisions of the ESOP for that particular
ESOP Valuation Date, after giving effect to any reduction of such
allocation required by any of the Applicable Limitations.
Section 4.02 Supplemental Savings Plan Benefit.
A Participant's Supplemental Savings Plan Benefit under the Plan shall be equal
to the excess of
(a) over (b), where: (a) is the sum of the matching contributions and other
contributions of the Employer that would otherwise be allocated to an
account of the Participant under the 401(k) Plan for a particular year, if
the provisions of the 401(k) Plan were administered without regard to any
of the Applicable Limitations; and
(b) is the sum of the matching contributions and other contributions of the
Employer that are actually allocated on account of the Participant under
the provisions of the 401(k) Plan for that particular year, after giving
effect to any reduction of such allocation required by any of the
Applicable Limitations.
Provided, however, in order for a Participant to receive a Supplemental Savings
Plan Benefit for a Plan Year in accordance with this Section 4.02, such
Participant must participate in the Savings Plan through contribution of
Employee Salary Deferral Contributions of not less than five percent of such
Participant's Plan Year Compensation, or such lesser amount as may be
permissible in accordance with the Applicable Limitations.
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Article V
Accounts
Section 5.01 Supplemental ESOP Benefit Account.
For each Participant who is credited with a benefit pursuant to Section 4.01 of
the Plan, the Employer shall establish, as a memorandum account on its books, a
Supplemental ESOP Account. Each year, the Committee shall credit to the
Participant's Supplemental ESOP Account the amount of benefits determined under
Section 4.01 of the Plan for that year. The Committee shall credit the account
with an amount equal to the appropriate number of shares of Common Stock or
other medium of contribution that would have otherwise been made to the
Participant's accounts under the ESOP but for the limitations imposed by the
Code. Shares of Common Stock shall be valued under this Plan in the same manner
as under the ESOP. Cash contributions credited to a Participant's Supplemental
ESOP Account shall be credited annually with interest at a rate equal to the
Earnings Rate, except to the extent that such Participant has otherwise elected
to have such Earnings Rate determined based upon such assets being deemed to be
invested in shares of Common Stock as of the first business day of the calendar
month being on or immediately after the date of determination of such
contribution credit to the Participant's Supplemental ESOP Account for an
applicable ESOP Valuation Date (the "Directed Investment of Supplemental ESOP
Account"). .
Section 5.02 Supplemental Savings Plan Account.
The Employer shall establish a memorandum account, the "Supplemental Savings
Plan Account" for each Participant on its books, and each year the Committee
will credit the amount of contributions determined under Section 4.02 of the
Plan. Contributions credited to a Participant's Supplemental Savings Plan
Account shall be credited annually with interest earnings at a rate equal to the
Earnings Rate, except to the extent that such Participant has otherwise elected
to have such Earnings Rate determined based upon such assets being deemed to be
invested in shares of Common Stock as of the first business day of the calendar
month being on or immediately after the date of determination of such
contribution credit to the Participant's Supplemental Savings Plan Account for
an applicable Plan Year "Directed Investment of Supplemental Savings Plan
Account").
.
Section 5.03 Directed Investment.
A Participant may make an investment election with respect to current or future
cash credited or to be credited to his or her Supplemental ESOP Account or
Supplemental Savings Plan Account by filing a Directed Investment Election Form
with the Committee in a form acceptable to such Committee at any time, as set
forth as Attachment A to the Plan.
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Article VI
Supplemental Benefit Payments
Section 6.01 Payment of Supplemental ESOP Benefit.
(a) Except in the case of a Participant's death, disability or unforeseen
emergency, a Participant's Supplemental ESOP Benefit shall be paid to the
Participant in the form of a lump-sum payment as soon as administratively
feasible following six months after the date of separation of service of
the Participant in the form of shares of Common Stock of the Company;
provided however, if this Plan is unable to make distributions in the form
of Common Stock due to regulatory limitations, then distributions of such
portion of the Supplemental ESOP Benefit shall be made in cash with such
amounts to be valued based upon the fair market value of such Common Stock
at the time of such distribution. Distributions upon the death, disability
or unforeseen emergency of the Participant shall be made in the form of a
lump-sum as soon as administratively feasible. ]
(b) A Participant shall have a non-forfeitable right to the Supplemental ESOP
Benefit credited to him under this Plan in the same non-forfeitable
percentage as such Participant has non-forfeitable benefits allocated to
him under the ESOP at the time such benefits under the ESOP become
distributable.
(c) The Company shall withhold such amounts of cash or stock as it deems
necessary with respect to any distributions to be made by the Plan in order
to satisfy its tax withholding obligations under applicable Federal, State
or local law.
Section 6.02 Payment of Supplemental Savings Plan Benefit.
(a) Except in the case of a Participant's death, disability or unforeseen
emergency, a Participant's Supplemental Savings Plan Benefit shall be paid
to the Participant in the form of a lump-sum payment as soon as
administratively feasible following six months after the date of separation
of service of the Participant in the form of cash or in shares of Common
Stock of the Company to the extent that such Supplemental Savings Plan
Account is invested in such Common Stock; provided however, if this Plan is
unable to make distributions in the form of Common Stock due to regulatory
limitations, then distributions of such portion of the Supplemental Savings
Plan Benefit shall be made in cash with such amounts to be valued based
upon the fair market value of such Common Stock at the time of such
distribution. Distributions upon the death, disability or unforeseen
emergency of the Participant shall be made in the form of a lump-sum as
soon as administratively feasible.
(b) A Participant shall have a non-forfeitable right to his Supplemental
Savings Plan Benefit under this Plan in the same percentage as he has to
his matching contributions under the Savings Plan at the time the benefits
become distributable to him under the Savings Plan.
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Section 6.03 Alternative Payment of Benefits.
Notwithstanding the other provisions of this Article VI, a Participant may, with
prior written consent of the Committee and upon such terms and conditions as the
Committee may impose, request that the Supplemental ESOP Benefit and/or the
Supplemental Savings Plan Benefit to which he is entitled be paid commencing at
a different time, over a different period, in a different form, or to different
persons, than the benefit to which he or his beneficiary may be entitled under
the ESOP or the Savings Plan; provided, however, any such request for an
alternative distribution time or period (except in the case of death, disability
or unforeseen emergency) shall not be effective for one year from the date that
such request is filed with the Committee and such election to defer the starting
date of a previously elected deferral shall require that such additional
deferral shall be for a period of not less than five years from the date that
such payment would otherwise have been made.
Article VII
Claims Procedures
Section 7.01 Claims Reviewer.
For purposes of handling claims with respect to this Plan, the "Claims Reviewer"
shall be the Committee, unless the Committee designates another person or group
of persons as Claims Reviewer.
Section 7.02 Claims Procedure.
(a) An initial claim for benefits under the Plan must be made by the
Participant or his beneficiary or beneficiaries in accordance with the
terms of this Section 7.02.
(b) Not later than ninety (90) days after receipt of such a claim, the Claims
Reviewer will render a written decision on the claim to the claimant,
unless special circumstances require the extension of such 90-day period.
If such extension is necessary, the Claims Reviewer shall provide the
Participant or the Participant's beneficiary or beneficiaries with written
notification of such extension before the expiration of the initial 90-day
period. Such notice shall specify the reason or reasons for the extension
and the date by which a final decision can be expected. In no event shall
such extension exceed a period of ninety (90) days from the end of the
initial 90-day period.
(c) In the event the Claims Reviewer denies the claim of a Participant or any
beneficiary in whole or in part, the Claims Reviewer's written notification
shall specify, in a manner calculated to be understood by the claimant, the
reason for the denial; a reference to the Plan or other document or form
that is the basis for the denial; a description of any additional material
or information necessary for the claimant to perfect the claim; an
explanation as to why such information or material is necessary; and an
explanation of the applicable claims procedure.
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(d) Should the claim be denied in whole or in part and should the claimant be
dissatisfied with the Claims Reviewer's disposition of the claimant's
claim, the claimant may have a full and fair review of the claim by the
Committee upon written request submitted by the claimant or the claimant's
duly authorized representative and received by the Committee within sixty
(60) days after the claimant receives written notification that the
claimant's claim has been denied. In connection with such review, the
claimant or the claimant's duly authorized representative shall be entitled
to review pertinent documents and submit the claimant's views as to the
issues, in writing. The Committee shall act to deny or accept the claim
within sixty (60) days after receipt of the claimant's written request for
review unless special circumstances require the extension of such 60-day
period. If such extension is necessary, the Committee shall provide the
claimant with written notification of such extension before the expiration
of such initial 60-day period. In all events, the Committee shall act to
deny or accept the claim within 120 days of the receipt of the claimant's
written request for review. The action of the Committee shall be in the
form
(e) In no event may a claimant commence legal action for benefits the claimant
believes are due the claimant until the claimant has exhausted all of the
remedies and procedures afforded the claimant by this Article VII.
Article VIII
Amendment and Termination
Section 8.01 Amendment of the Plan.
The Company may from time to time and at any time amend the Plan; provided,
however, that such amendment may not adversely affect the rights of any
Participant or beneficiary with respect to any benefit under the Plan to which
the Participant or beneficiary may have previously become entitled prior to the
effective date of such amendment without the consent of the Participant or
beneficiary. The Committee shall be authorized to make minor or administrative
changes to the Plan, as well as amendments required by applicable federal or
state law (or authorized or made desirable by such statutes); provided, however,
that such amendments must subsequently be ratified by the Board of Directors.
Section 8.02 Termination of the Plan.
The Company may at any time terminate the Plan; provided, however, that such
termination may not adversely affect the rights of any Participant or
beneficiary with respect to any benefit under the Plan to which the Participant
or beneficiary may have previously become entitled to prior to the effective
date of such termination without the consent of the Participant or beneficiary.
Any amounts credited to the Supplemental ESOP Account and the Supplemental
Savings Plan Account of any Participant shall remain subject to the provisions
of the Plan.
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Article IX
General Provisions
Section 9.01 Unfunded, Unsecured Promise to Make Payments in the Future.
The right of a Participant or any beneficiary to receive a distribution under
this Plan shall be an unsecured claim against the general assets of the Company
or its Affiliates, and neither a Participant, nor his designated beneficiary or
beneficiaries, shall have any rights in or against any amount credited to any
account under this Plan or any other assets of the Company or an Affiliate. The
Plan at all times shall be considered entirely unfunded both for tax purposes
and for purposes of Title I of ERISA. Any funds invested hereunder shall
continue for all purposes to be part of the general assets of the Company or an
Affiliate and available to its general creditors in the event of bankruptcy or
insolvency. Accounts under this Plan and any benefits which may be payable
pursuant to this Plan are not subject in any manner to anticipation, sale,
alienation, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors of a Participant or a Participant's beneficiary. The
Plan constitutes a mere promise by the Company or Affiliate to make benefit
payments in the future. No interest or right to receive a benefit may be taken,
either voluntarily or involuntarily, for the satisfaction of the debts of, or
other obligations or claims against, such Participant or beneficiary, including
claims for alimony, support, separate maintenance and claims in bankruptcy
proceedings.
Section 9.02 Committee as Plan Administrator.
(a) The Plan shall be administered by the Committee designated by the Board of
Directors of the Company.
(b) The Committee shall have the authority, duty and power to interpret and
construe the provisions of the Plan as it deems appropriate. The Committee
shall have the duty and responsibility of maintaining records, making the
requisite calculations and disbursing the payments hereunder. In addition,
the Committee shall have the authority and power to delegate any of its
administrative duties to employees of the Company or an Affiliate, as they
may deem appropriate. The Committee shall be entitled to rely on all
tables, valuations, certificates, opinions, data and reports furnished by
any actuary, accountant, controller, counsel or other person employed or
retained by the Company with respect to the Plan. The interpretations,
determinations, regulations and calculations of the Committee shall be
final and binding on all persons and parties concerned.
Section 9.03 Expenses.
Expenses of administration of the Plan shall be paid by the Company or an
Affiliate.
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Section 9.04 Statements.
The Committee shall furnish individual annual statements of accrued benefits to
each Participant, or current beneficiary, in such form as determined by the
Committee or as required by law.
Section 9.05 Rights of Participants and Beneficiaries.
(a) The sole rights of a Participant or beneficiary under this Plan shall be to
have this Plan administered according to its provisions and to receive
whatever benefits he or she may be entitled to hereunder.
(b) Nothing in the Plan shall be interpreted as a guaranty that any funds in
any trust which may be established in connection with the Plan or assets of
the Company or an Affiliate will be sufficient to pay any benefit
hereunder.
(c) The adoption and maintenance of this Plan shall not be construed as
creating any contract of employment or service between the Company or an
Affiliate and any Participant or other individual. The Plan shall not
affect the right of the Company or an Affiliate to deal with any
Participants in employment or service respects, including their hiring,
discharge, compensation, and other conditions of employment or service.
Section 9.06 Incompetent Individuals.
The Committee may, from time to time, establish rules and procedures which it
determines to be necessary for the proper administration of the Plan and the
benefits payable to a Participant or beneficiary in the event that such
Participant or beneficiary is declared incompetent and a conservator or other
person is appointed and legally charged with that Participant's or beneficiary's
care. Except as otherwise provided for herein, when the Committee determines
that such Participant or beneficiary is unable to manage his financial affairs,
the Committee may pay such Participant's or beneficiary's benefits to such
conservator, person legally charged with such Participant's or beneficiary's
care, or institution then contributing toward or providing for the care and
maintenance of such Participant or beneficiary. Any such payment shall
constitute a complete discharge of any liability of the Company or an Affiliate
and the Plan for such Participant or beneficiary.
Section 9.07 Sale, Merger or Consolidation of the Company.
The Plan may be continued after a sale of assets of the Company, or a merger or
consolidation of the Company into or with another corporation or entity only if,
and to the extent that, the transferee, purchaser or successor entity agrees to
continue the Plan. Additionally, upon a merger, consolidation or other change in
control of the Company or its Affiliates any amounts credited to a Participant's
Supplemental ESOP Account and Supplemental Savings Plan Account shall be placed
in a grantor trust to the extent not already in such a trust. In the event that
the Plan is not continued by the transferee, purchaser or successor entity, then
the Plan shall be terminated subject to the provisions of Section 8.02 of the
Plan. Any legal fees incurred by a Participant in determining benefits to which
such Participant is entitled under the Plan following a sale, merger, or
consolidation of the Company or an Affiliate of which the Participant is an
Employee or, if applicable, a member of the Board of Directors, shall be paid by
the resulting or succeeding entity.
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Section 9.08 Location of Participants.
Each Participant shall keep the Company informed of his current address and the
current address of his designated beneficiary or beneficiaries. The Company
shall not be obligated to search for any person. If such person is not located
within three (3) years after the date on which payment of the Participant's
benefits payable under this Plan may first be made, payment may be made as
though the Participant or his beneficiary had died at the end of such three-year
period.
Section 9.09 Liability of the Company and its Affiliates.
Notwithstanding any provision herein to the contrary, neither the Company nor
any individual acting as an employee or agent of the Company shall be liable to
any Participant, former Participant, beneficiary, or any other person for any
claim, loss, liability or expense incurred in connection with the Plan, unless
attributable to fraud or willful misconduct on the part of the Company or any
such employee or agent of the Company.
Section 9.10 Governing Law.
All questions pertaining to the construction, validity and effect of the Plan
shall be determined in accordance with the laws of the United States and, to the
extent not preempted by such laws, by the laws of the State of New Jersey.
Having been adopted by its Board of Directors, this Plan, as amended, is
executed by its duly authorized officer this 24th day of January, 2006.
SYNERGY FINANCIAL GROUP, INC.
Attest:
By:
/s/Kevin A. Wenthen /s/David H. Gibbons, Jr.
- -------------------------------- ---------------------------------
Corporate Secretary For the Entire Board of Directors
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Attachment A.
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SYNERGY FINANCIAL GROUP, INC.
RETIREMENT BENEFITS EQUALIZATION PLAN
Directed Investment Election Form
The undersigned Participant hereby requests that all cash amounts credited under
the Synergy Financial Group, Inc. Retirement Benefits Equalization Plan
("Plan"), have the Earnings Rate calculated in accordance with this Plan and
this Directed Investment Election Form ("Election Form"), as follows:
(a) I hereby request that Company accept my investment election and
measure the Earnings Rate for cash assets credited under the
Supplemental ESOP Account determined based upon such assets being
deemed to be invested in shares of Common Stock as of the first
business day of the calendar month being on or immediately after the
date of determination of such contribution credit to such Account:
(Participant initial and date here: _________)
(b) I hereby request that Company accept my investment election and
measure the Earnings Rate for cash assets credited under the
Supplemental Savings Plan Account determined based upon such assets
being deemed to be invested in shares of Common Stock as of the first
business day of the calendar month being on or immediately after the
date of determination of such contribution credit to such Account:
(Participant initial and date here: _________)
(c) The Earnings Rate related to such Directed Investments requested at
paragraphs (a) and/or (b), above shall be based upon investment
earnings and losses as if such assets, or a portion thereof, shall
have been invested in the common stock of Synergy Financial Group,
Inc. ("Common Stock"); provided that such investment is permissible in
accordance with applicable law and regulation. Such investment in
accordance with this Election Form shall be made in accordance with
the Plan, if such Election Form is deemed acceptable to the Company.
Amounts associated with dividends paid on the Common Stock will be
credited to such Plan Supplemental Accounts consistent with this
Election Form. Such dividend income will be invested in accordance
with the Election Form as of the first business day of the calendar
month being on or immediately after the date of determination of such
additional account credit. The Company may, at its election, actually
invest assets equal to amounts in the Supplemental Accounts in the
Common Stock either directly or through a trust arrangement, but the
Company shall not be obligated to do so, or to make any other
investment of its assets in connection with its obligation to payout
assets under the Plan.
(d) The Participant agrees on behalf of himself/herself and any designated
beneficiary to assume all risks in connection with investments
requested by this Election Form.
(e) Title to and beneficial ownership of any assets of the Company,
whether cash or investments which the Company may earmark to pay
benefits under the Plan shall at all times remain the property of the
Company prior to actual
payment to the Participant or beneficiary; and the Participant and
his/her designated beneficiary shall not have any property interest
whatsoever in any specific assets of the Company.
(f) The Participant shall not have voting rights associated with any
assets or Directed Investment under the Plan.
(g) The Company may elect to distribute any benefits payable in accordance
with the Plan to the Participant or beneficiaries in-kind in the form
of Common Stock at the time of benefits distribution as settlement of
that portion of the Plan Account to be distributed to the extent that
such in-kind distribution is permissible in accordance with applicable
law and regulations, including, but not limited to the Nasdaq National
Market listing requirements.
I understand that the Company may within its sole discretion accept this
Election Form and also may terminate this investment election in whole, or in
part, in its sole discretion at anytime without prior notice or consent from the
undersigned.
Participant Signature ____________________________ Date: ________ ___, 200_
Accepted by the Company this ___ day of __________ 200_.
By: _________________________________