NORTH BAY BANCORP
2002 DEFERRED FEE PLAN
ARTICLE 1
Introduction and Purpose of Plan
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1.1 Establishment of Plan. North Bay Bancorp, a financial holding company
(the "Company"), has adopted this 2002 Deferred Fee Plan (the "Plan") effective
as of May 28, 2002 (the "Plan Effective Date"). The Plan shall be administered
for the exclusive benefit of directors and officers of the Company and its
wholly-owned subsidiaries ("Subsidiaries") who are engaged or employed by the
Company and/or its Subsidiary or Subsidiaries after the Plan Effective Date.
1.2 Purpose of Plan. The purpose of this Plan is to encourage directors to
remain members of the Board of Directors of the Company and/or its Subsidiaries,
encourage officers to remain officers of the Company and/or its Subsidiaries,
and enable directors and officers of the Company and its Subsidiaries to enhance
their retirement security by permitting them to enter into agreements with the
Company and/or its Subsidiaries to defer all or a portion of their Fees and
receive benefits at retirement, termination of service as a director or officer
prior to retirement, disability, death, change in control of the Company, or in
the event of financial hardship due to unforeseeable emergencies.
1.3 Eligible Directors and Officers. Incumbent directors and officers of
the Company and its Subsidiaries not participating in the 1999 Deferred Fee Plan
(as defined below) are eligible to participate in this Plan after completing one
year of service (each such director, a "Director"; each such officer, an
"Officer") with credit for service prior to the Plan Effective Date.
1.4 Deferred Fee Agreements. Participants in the Plan shall enter into a
Deferred Fee Agreement substantially in the form attached to this Plan as
Exhibit A (the "Deferred Fee Agreement").
1.5 Prior Deferred Fee Plan. On November 1, 1999 the Board of Directors of
the Company adopted and approved a Deferred Fee Plan (the "1999 Deferred Fee
Plan"), which will continue for the benefit of its participants according to the
terms thereof. This Plan is established to provide substantially similar
benefits to the 1999 Deferred Fee Plan for the Directors and Officers eligible
hereunder, and this Plan is not intended to replace, amend or restate the 1999
Deferred Fee Plan. After the Plan Effective Date, it is anticipated that all
Directors and Officers eligible hereunder shall receive benefits pursuant to
this Plan in lieu of any benefit or benefits that may be granted or approved
under the 1999 Deferred Fee Plan.
ARTICLE 2
Definitions
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Whenever used in the Plan or in a Deferred Fee Agreement entered into
pursuant to this Plan, the following terms shall have the meanings as set forth
in this Article II unless a different meaning is clearly required by the
context.
2.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
2.1.1 "Change of Control" means the transfer of greater than 25% of
the Company's outstanding voting common stock followed within twelve (12) months
by termination of the Director's status as a member of the Board of Directors of
the Company or its Subsidiaries or termination of the Officer's status as a
corporate officer of the Company or its Subsidiaries.
2.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
References to a Code section shall be deemed to be to that section as it now
exists and to any successor provision.
2.1.3 "Deferral Account" means the Deferred Account established
pursuant to the Deferred Fee Agreement.
2.1.4 "Disability" means, if the Director or Officer is covered by a
disability insurance policy sponsored by the Company or its Subsidiaries, total
disability as defined in such policy without regard to any waiting period. If
the Director or Officer is not covered by such a policy, Disability means the
Director or Officer suffering a sickness, accident or injury which, in the
judgment of a physician satisfactory to the Company, prevents the Director or
Officer from performing substantially all of the normal duties of a director or
officer. As a condition to any benefits, the Company may require the Director or
Officer to submit to such physical or mental evaluations and tests as the
Company's Board of Directors deems appropriate.
2.1.5 "Election Form" means the form attached as Exhibit 1 to the
Deferred Fee Agreement.
2.1.6 "Fees" means the total fees payable to the Director or Officer
for attending meetings of the Board of Directors of the Company or its
Subsidiaries or committees of such Boards of Directors.
2.1.7 "Normal Termination Date" means the Director attaining a
retirement age fixed by the Company's Board of Directors and completing ten (10)
years of service. The retirement age fixed by the Company's Board of Directors
for this purpose shall be no earlier than age 65 and no later than age 75.
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2.1.8 "Termination of Service" means the Director's ceasing to be a
member of the Officer's ceasing to be a corporate officer of the Company or its
Subsidiaries for any reason whatsoever.
2.1.9 "Years of Service" means the total number of twelve-month
periods during which the Director serves as a member of the Board of Directors
of the Company or its Subsidiaries or the Officer serves as a corporate officer
of the Company or its Subsidiaries.
ARTICLE 3
Participation in the Plan
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3.1 Participation. At anytime after the Plan Effective Date, each Director
and Officer who is eligible to participate in the Plan may become a participant
in this Plan on the first day of the month next following commencement of his or
her second year of service as a director or officer of the Company or its
Subsidiaries and enrollment pursuant to this Article 3. Directors elected or
appointed to the Board of Directors of the Company or its Subsidiaries shall be
deemed to commence their service at the time such person assumes office.
Officers appointed as officers of the Company or its Subsidiaries shall be
deemed to commence their service at the time such person assumes office.
3.2 Directors. At any time after the Plan Effective Date, eligible
Directors may enroll in the Plan by completing a Election Form and submitting it
to the Administrator. Enrollment shall be effective on or after the first day of
the month following the date the Election Form is properly completed and
accepted by the Administrator and the director and the Company or applicable
subsidiary have executed and delivered to each other a Deferred Fee Agreement.
3.3 Officers. At any time after the Plan Effective Date, eligible officers
may enroll in the Plan upon approval of the Company's Board of Directors and by
completing an Election Form and submitting it to the Administrator. Enrollment
shall be effective on or after the first day of the month following the date the
Election Form is properly completed and accepted by the Administrator and the
officer and the Company or applicable subsidiary have executed and delivered to
each other a Deferred Fee Agreement.
ARTICLE 4
Deferral of Compensation
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4.1 Maximum Deferral. There shall be no limitation on the amount any
participant can defer in any taxable year.
4.2 Minimum Deferral. The minimum deferral amount for any participant in
any taxable year shall not be less than fifty percent (50%) of the participant's
Fees.
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4.3 Modifications of Amount Deferred. As provided in the Deferred Fee
Agreement, a participant may change deferral with respect to compensation not
yet earned by submitting a new properly executed Election Form to the
Administrator at least ten (10) days prior to the beginning of each taxable
year. Such change shall take effect as soon as administratively practicable but
not earlier than the first pay period following receipt by the Administrator of
such Election Form.
4.4 Effect of Modification of Deferral. As more particularly provided in
the Deferred Fee Agreement, modification of deferral will result in adjustment
of benefits at retirement, termination of service as a director or officer prior
to retirement, disability, death, change in control of the Company, or in the
event of financial hardship due to unforeseeable emergencies.
ARTICLE 5
Distribution of Benefits
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5.1 Eligibility for Payment. Distribution of benefits from the Plan shall
be made in accordance with the each participant's Deferred Fee Agreement.
5.2 Distribution Due to Unforeseeable Financial Emergency. As provided in
the Deferred Fee Agreement, a participant may request a distribution due to
hardship.
5.3 Commencement of Distributions. Distribution of benefits to a
participant under this Plan shall commence as provided in the participant's
Deferred Fee Agreement.
ARTICLE 6
Form of Benefit Distributions
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6.1 Election. A participant may elect the form of distribution of his or
her benefits.
6.2 Forms of Distribution. A participant may elect distributions of
benefits in one of the following forms:
(a) Lump sum. A single payment of the entire balance of a
participant's Deferral Account.
(b) Installments. Periodic payments over a specified period of time.
ARTICLE 7
Beneficiary Information
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7.1 Beneficiary Designation. A participant shall have right to designate a
beneficiary, and revoke or modify such designation at any time as provided in
the participant's Deferred Fee Agreement. In the event the participant fails to
designate a beneficiary, his or her Deferral Account balance shall be
distributed as provided in the participant's Deferred Fee Agreement.
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ARTICLE 8
Plan Administration
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8.1 Plan Administration. The Company's Board of Directors shall be
responsible for appointing an Administrator to administer the Plan on behalf of
the Company and its Subsidiaries. Such Administrator may be an individual or a
committee authorized to act collectively on behalf of the Plan. The
Administrator shall administer the Plan consistent with the Plan and the
Deferred Fee Agreements and establish Deferral Accounts for each participant.
8.2 Ownership of Assets. All amounts of Fees deferred under the Plan, all
property and rights purchased with such amounts and all income attributable to
such amounts, property or rights shall remain (until made available to the
participant or beneficiary) solely the property and rights of the Company or its
Subsidiaries (without being restricted to the provision of benefits under this
Plan) and shall be subject to the claims of the Company's general creditors of
the Company or applicable subsidiary.
ARTICLE 9
Amendment or Termination of Plan
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9.1 Amendment of Plan. The Company shall have the right to amend the
Plan, at any time and from time to time, in whole or in part. The Company shall
notify each participant in writing of any Plan amendment.
9.2 Termination. Although the Company has adopted this Plan with the
intention and expectation to maintain the Plan indefinitely, the Company may
terminate or discontinue the Plan in whole or in part at any time without any
liability for such termination or discontinuance. Upon Plan termination, all
deferrals shall cease and participants' Deferred Account balances shall be
distributed as provided in the Deferred Fee Agreements.
ARTICLE 10
Miscellaneous
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10.1 Limitation of Rights. Neither the establishment of this Plan nor any
modification thereof, nor the creation of any fund or account, nor the payment
of any benefits, shall be construed as giving a participant or any other person
any legal or equitable right against the Company or its Subsidiaries except as
provided in the Plan or Deferred Fee Agreements.
10.2 Limitation on Assignment. Benefits under this Plan may not be
assigned, sold, transferred, or encumbered, and any attempt to do so shall be
void. A participant's or beneficiary's interest in benefits under the Plan shall
not be subject to debts or liabilities of any kind and shall not be subject to
attachment, garnishment or other legal process.
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10.3 Severability. If a court of competent jurisdiction holds any provision
of this Plan to be invalid or unenforceable, the remaining provisions of this
Plan shall continue to be fully effective.
10.4 Applicable Law. This Plan shall be construed in accordance with
applicable federal law and, to the extent otherwise applicable, the laws of the
State of California.
Adopted by the Board of Directors on May 28, 2002
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Exhibit A
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DEFERRED FEE AGREEMENT
THIS DEFERRED FEE AGREEMENT (this "Agreement") is made this ___ day of
_______, 20___ by and between _________________ [North Bay Bancorp or name of
subsidiary] (the "Provider"), and [NAME OF DIRECTOR OR OFFICER] (the
"Director"[OR "OFFICER"; CHANGE THROUGHOUT]).
INTRODUCTION
North Bay Bancorp (the "Company") has adopted a 2002 Deferred Compensation
Plan (the "Plan") for the benefit of the directors and officers of the Company
and its Subsidiaries as more particularly set forth in the Plan as approved by
the Company's Board of Directors on May 28, 2002. Any capitalized terms that are
not defined herein shall have the meanings ascribed to them as set forth in the
Plan.
To encourage the Director to remain a member of the Provider's Board of
Directors, the Provider is willing to provide to the Director a deferred fee
opportunity pursuant to the Plan. The Provider will pay the benefits from its
general assets.
In furtherance of the Plan and the purpose of this Agreement, the Provider
and the Director have entered into this Agreement pursuant and subject to all of
the provisions of the Plan which are incorporated herein by this reference and
shall govern in the event of any inconsistency.
AGREEMENT
The Director and the Provider agree as follows:
1. Deferral Election.
1.1 Initial Election. The Director shall make an initial deferral election
under this Agreement by filing with the Administrator a signed Election Form
(attached hereto as Exhibit 1) within thirty (30) days after the date of this
Agreement. The Election Form shall set forth the amount of Fees to be deferred
and the form of benefit payment. The Election Form shall be effective to defer
only Fees earned after the date the Election Form is received by the
Administrator.
1.2 Election Changes.
1.2.1 Generally. The Director may modify the amount of Fees to be
deferred by filing a subsequent signed Election Form with the Administrator at
least ten (10) days prior to the beginning of each taxable year. The modified
deferral shall be effective as soon as administratively practicable but not
earlier than the first pay period following receipt by the Administrator of such
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Election Form; provided, however, deferral changes shall not reduce the amount
of Fees deferred to less than the minimum deferral or increase the amount of
Fees deferred to more than the maximum deferral established by the Plan. The
Director may not change the form of benefit payment initially elected under
Section 2.1.
1.2.2 Hardship. If an unforeseeable financial emergency arising from
the death of a family member, divorce, sickness, injury, catastrophe or similar
event outside the control of the Director occurs, the Director, by written
instructions to the Administrator may reduce or cease future deferrals under
this Agreement.
2. Deferral Account.
2.1. Establishing and Crediting. The Provider shall establish a Deferral
Account on its books for the Director, and shall credit to the Deferral Account
the following amounts:
2.1.1 Deferrals. The Fees deferred by the Director as of the time the
Fees would have otherwise been paid to the Director.
2.1.2 Interest. On the first day of each month and immediately prior
to the payment of any benefits, interest on the account balance since the
preceding credit under this Section 3.1.2, if any, at an annual rate, compounded
monthly, equal to the rate determined by the Company's Board of Directors, in
its sole discretion.
2.2 Statement of Account. The Provider shall provide to the Director,
within ninety (90) days after the end of each taxable year, a statement setting
forth the Deferral Account balance.
2.3 Accounting Device Only. The Deferral Account is solely a device for
measuring amounts to be paid under this Agreement. The Deferral Account is not a
trust fund of any kind. The Director is a general unsecured creditor of the
Provider for the payment of benefits. The benefits represent the mere Provider
promise to pay such benefits. The Director's rights are not subject in any
manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by the Director's creditors.
3. Lifetime Benefits.
3.1 Normal Termination Benefit. Upon the Director's Termination of Service
on or after the Normal Termination Date, the Provider shall pay to the Director
the benefit described in this Section 3.1.
3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the
Deferral Account balance at the Director's Termination of Service.
3.1.2 Payment of Benefit. The Provider shall pay the benefit to the
Director in the form elected by the Director on the Election Form. The Provider
shall continue to credit interest under Section 2.1.2.
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3.2 Early Termination Benefit. If the Director terminates service as a
director before the Normal Termination Dateby reason of removal in accordance
with the Company's or Provider's Bylaws or pursuant to an order issued by any
governmental agency with authority to examine and/or regulate the Company or
Provider, the Provider shall pay to the Director the benefit described in this
Section 3.2.
3.2.1 Amount of Benefit. The benefit under this Section 3.2 is
calculated by recomputing the Deferral Account balance from its inception with
the following modification:
3.2.1.1 Interest Rate Reduction. The interest rate under Section
2.1.2 shall be reduced by two-hundred (200) basis points.
3.2.2 Payment of Benefit. The Provider shall pay the benefit to the
Director in the form elected by the Director on the Election Form. The Provider
shall continue to credit interest under Section 2.1.2.
3.3 Disability Benefit. If the Director terminates service as a director
for Disability prior to the Normal Retirement Date, the Provider shall pay to
the Director the benefit described in this Section 3.3.
3.3.1 Amount of Benefit. The benefit under this Section 3.3 is the
Deferral Account balance at the Director's Termination of Service.
3.3.2 Payment of Benefit. The Provider shall pay the benefit to the
Director in the form elected by the Director on the Election Form. The Provider
shall continue to credit interest under Section 2.1.2.
3.4 Change of Control Benefit. Upon a Change of Control while the Director
is in the active service of the Provider, the Provider shall pay to the Director
the benefit described in this Section 3.4 in lieu of any other benefit under
this Agreement.
3.4.1 Amount of Benefit. The benefit under this Section 3.4 is the
Deferral Account balance at the date of the Director's Termination of Service.
3.4.2 Payment of Benefit. The Provider shall pay the benefit to the
Director in a lump sum within thirty (30) days after the Director's Termination
of Service.
3.5 Hardship Distribution. Upon the Provider's determination (following
petition by the Director) that the Director has suffered an unforeseeable
financial emergency as described in Section 1.2.2, the Provider shall distribute
to the Director all or a portion of the Deferral Account balance as determined
by the Provider, but in no event shall the distribution be greater than is
necessary to relieve the financial hardship.
4. Death Benefits
4.1 Death During Active Service. If the Director dies while in the active
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service of the Provider, the Provider shall pay to the Director's beneficiary
(see also Section 5 below) the benefit described in this Section 4.1.
4.1.1 Amount of Benefit. The benefit under Section 4.1 is the amount
of the Deferral Account Balance at the date of the Director's death.
4.1.2 Payment of Benefit. The Provider shall pay the benefit to the
beneficiary within sixty (60) days following the Director's death. The Provider
shall continue to credit interest under Section 2.1.2.
4.2 Death During Benefit Period. If the Director dies after benefit
payments have commenced under this Agreement but before receiving all such
payments, the Provider shall pay the remaining benefits to the Director's
beneficiary at the same time and in the same amounts they would have been paid
to the Director had the Director survived.
5. Beneficiaries.
5.1. Beneficiary Designations. The Director shall designate a beneficiary
by filing a written designation (attached hereto as Exhibit 2) with the
Administrator. The Director may revoke or modify the designation at any time by
filing a new designation. However, designations will only be effective if signed
by the Director and accepted by the Administrator during the Director's
lifetime. The Director's beneficiary designation shall be deemed automatically
revoked if the beneficiary predeceases the Director, or if the Director names a
spouse as beneficiary and the marriage is subsequently dissolved. If the
Director dies without a valid beneficiary designation, all payments shall be
made to the Director's surviving spouse, if any, and if none, to the Director's
surviving children and the descendants of any deceased child by right of
representation, and if no children or descendants survive, to the Director's
estate.
5.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incompetent, or to a person incapable of handling the disposition of
his or her property, the Provider may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incompetent
person or incapable person. The Administrator may require proof of incompetency,
minority or guardianship as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Provider and Company
from all liability with respect to such benefit.
6. General Limitations.
Notwithstanding any provision of this Agreement to the contrary, the Provider
shall not pay any benefit under this Agreement:
6.1 Excess Parachute Payment. To the extent the benefit would be an excess
parachute payment under Section 280G of the Code.
6.2 Termination for Cause. If the Director's service as a director is
terminated for:
6.2.1 Gross negligence or gross neglect of duties;
6.2.2 Commission of a felony or of a gross misdemeanor involving moral
turpitude; or
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6.2.3 Fraud, disloyalty, dishonesty or willful violation of any law or
significant policy of the Company or its Subsidiaries committed in connection
with the Director's service and resulting in an adverse financial effect on the
Company or its Subsidiaries.
6.2.4. Misconduct resulting in an order of any governmental agency
that the Director's service be terminated or the Director resign.
7. Claims and Review Procedures.
7.1 Claims Procedure. The Administrator shall notify the Director's
beneficiary in writing, within thirty (30) days of his or her written
application for benefits, of his or her eligibility or noneligibility for
benefits under the Agreement. If the Administrator determines that the
beneficiary is not eligible for benefits or full benefits, the notice shall set
forth (1) the specific reasons for such denial, (2) a specific reference to the
provisions of the Agreement on which the denial is based, (3) a description of
any additional information or material necessary for the claimant to perfect his
or her claim, and a description of why it is needed, and (4) an explanation of
the Agreement's claims review procedure and other appropriate information as to
the steps to be taken if the beneficiary wishes to have the claim reviewed. If
the Administrator determines that there are special circumstances requiring
additional time to make a decision, the Administrator shall notify the
beneficiary of the special circumstances and the date by which a decision is
expected to be made, and may extend the time for up to an additional ninety-day
period.
7.2 Review Procedure. If the beneficiary is determined by the Administrator
not to be eligible for benefits, or if the beneficiary believes that he or she
is entitled to greater or different benefits, the beneficiary shall have the
opportunity to have such claim reviewed by the Compensation Committee of the
Company's Board of Directors (the "Compensation Committee") by filing a petition
for review with the Administrator within sixty (60) days after receipt of the
notice issued by the Administrator. Said petition shall state the specific
reasons which the beneficiary believes entitle him or her to benefits or to
greater or different benefits. Within sixty (60) days after receipt by the
Administrator of the petition, the Compensation Committee shall afford the
beneficiary (and counsel, if any) an opportunity to present his or her position
to the Compensation Committee orally or in writing, and the beneficiary (or
counsel) shall have the right to review the pertinent documents. The
Administrator shall notify the beneficiary of the Compensation Committee's
decision in writing within the sixty-day period, stating specifically the basis
of its decision, written in a manner calculated to be understood by the
beneficiary and the specific provisions of the Agreement on which the decision
is based. If, because of the need for a hearing, the sixty-day period is not
sufficient, the decision may be deferred for up to another sixty-day period at
the election of the Administrator, but notice of this deferral shall be given to
the beneficiary.
8. Amendments and Termination.
The Provider may amend or terminate this Agreement at any time prior to the
Director's Termination of Service by written notice to the Director. In no event
shall this Agreement be terminated without payment to the Director of the
Deferral Account Balance attributable to the Director's deferrals and interest
credited on such amounts.
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9. Miscellaneous.
9.1 Binding Effect. This Agreement shall bind the Director and the
Provider, their beneficiaries, survivors, executors, administrators and
transferees, and, where expressly applicable, the Company.
9.2 No Guaranty of Employment. This Agreement is not a contract for
services. It does not give the Director the right to remain a director of the
Provider, nor does it interfere with the shareholders' rights to replace the
Director. It also does not require the Director to remain a director nor
interfere with the Director's right to terminate services at any time.
9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
9.4 Tax Withholding. The Provider shall withhold any taxes that are
required to be withheld from the benefits provided under this Agreement.
9.5 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the State of California, except to the extent preempted
by the laws of the United States of America.
9.6 Unfunded Arrangement. The Director and beneficiary are general
unsecured creditors of the Provider for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Provider to pay such
benefits. The rights to benefits are not subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or
garnishment by creditors.
IN WITNESS WHEREOF, the Director and a duly authorized officer of Provider have
signed this Agreement.
DIRECTOR:
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PROVIDER:
[NORTH BAY BANCORP, THE VINTAGE BANK, SOLANO BANK]
By:
------------------------------------------------
Name:
Title: President & CEO
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Exhibit 1
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DEFERRED FEE AGREEMENT
Deferral and Benefit Election
I elect to defer Fees under my Deferral Fee Agreement, as follows:
======================================== ===================================== =====================================
Amount of Deferral Frequency of Deferral Duration
======================================== ===================================== =====================================
[Initial and Complete One] [Initial and Complete One] [Initial and Complete One]
___ I elect to defer ___% of Fees ___ Beginning of Year ___ This Year only
___ I elect to defer $ _____ ___ Each pay period ___ For ___ Years
of Fees
___ Monthly ___ Until the Normal
___ I elect not to defer Fees Termination Date
___ Quarterly
___ Semi-Annually
___ End of Year
- ---------------------------------------- ------------------------------------- -------------------------------------
======================================== ===================================== =====================================
I understand that I may change the amount, frequency and duration of my
deferrals by filing a new election form with the North Bay Bancorp
Administrator, provided, however, that any subsequent election will not be
effective until the calendar year following the year in which the new election
is received by the Administrator.
Form of Benefit
I elect to receive benefits under the Agreement in the following form:
_____ Lump sum
_____ Equal monthly installments for _______ months
I understand that I may not change the form of benefit elected, even if I later
change the amount of my deferrals under this Agreement.
Signature
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[Director Name]
Date:
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Accepted this ___ day of , 20___.
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By:
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Name:
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Title:
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Exhibit 2
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DEFERRED FEE AGREEMENT
Beneficiary Designation
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Subject to the terms and conditions of the 2002 Deferred Fee Plan and
of the Deferred Fee Agreement and pursuant to Section 5 of the Deferred Fee
Agreement, the Undersigned hereby designates the following beneficiary for
purposes of the 2002 Deferred Fee Plan and the Deferred Fee Agreement:
BENEFICIARY:
Exact Name:
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Address/Contact:
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IN WITNESS WHEREOF:
Signature:
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Date:
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Accepted this ___ day of , 20___.
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By:
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Name:
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Title:
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