EXHIBIT 10.2
EXECUTIVE EMPLOYEE SALARY CONTINUATION AGREEMENT
FOR
THOMAS J. BARE
THIS AGREEMENT is made this 19 day of March, 1998, between First
National Bank in Manitowoc, a Wisconsin corporation (the "Company") and Thomas
J. Bare (the "Executive").
WHEREAS, the Executive is an executive employee of the Company and as
such has materially contributed to the Company's position, and
WHEREAS the Company wishes to establish this Agreement for purposes of
promoting in the Executive the strongest interest in the successful operation of
the Company and increased efficiency in his work and to provide the Executive
benefits upon retirement, death, disability or other termination of employment,
in consideration of services to be performed after the date of this agreement
but prior to his retirement; and
WHEREAS, the Company also wishes to establish this Agreement to enhance
its abilities to attract and retain highly qualified executives and to enable
those executives to perform their duties in the best interests of the Company
and its shareholders in the event of possible or threatened Change in Control of
the Company without undue concern regarding the personal, financial interests of
such executives.
NOW THEREFORE, in consideration of the premises, the parties hereto
agree as follows:
SECTION 1
DEFINITIONS
1.1 ADMINISTRATIVE COMMITTEE - "Administrative Committee" shall mean
the committee appointed pursuant to Section 5 of this Agreement.
1.2 AGE - "Age" shall mean the age of the person as of the date of his
last birthday.
1.3 CHANGE IN CONTROL - For purposes of this Agreement, a Change in
Control of the Company shall have occurred (i) on the fifth day preceding the
scheduled expiration date of a tender offer by, or exchange offer by any
corporation, person, other entity or group (other than the Company or any of its
wholly owned subsidiaries), to acquire Voting Stock of the Company
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if (a) after giving effect to such offer such corporation, person other entity
or group would own twenty-five percent (25 %) or more of the Voting Stock of the
Company, (b) there shall have been filed documents with the Securities and
Exchange Commission ("SEC") in connection therewith (or, if no such filling is
required, public evidence that the offer has already commenced), and (c) such
corporation, person, other entity or group has secured all required regulatory
approvals to own or control twenty-five percent (25 %) or more of the Voting
Stock of the Company, (ii) if the shareholders of the Company approve a
definitive agreement to merge or consolidate the Company with or into another
corporation in a transaction in which neither the Company nor any of its wholly
owned subsidiaries will be the surviving corporation, or to sell or otherwise
dispose of all or substantially all of the Company's assets to any corporation,
person, other entity or group (other than the Company or any of its wholly owned
subsidiaries), and such definitive agreement is consummated; (iii) if any
corporation, person, other entity or group (other than the Company of any of its
wholly owned subsidiaries) becomes the Beneficial Owner of stock representing
twenty-five percent (25 %) or more of the Voting Stock of the Company, or (iv)
if during any period of two (2) consecutive years Continuing Directors cease to
comprise a majority of the Company's Board of Directors. The term "Continuing
Director" means (i) any member of the Board of Directors of the Company who was
a member of the Board of Directors of the Company at the beginning of any period
of two (2) consecutive years, and (ii) any person who subsequently becomes a
member of the Board of Directors of the Company, if (a) such person's nomination
for election or election to the Board of Directors of the Company is recommended
or approved by resolution of a majority of the Continuing Directors, or (b) such
person is included as a nominee in a proxy statement of the Company distributed
when a majority of the Board of Directors of the Company consists of Continuing
Directors. For purposes of this Agreement, "Voting Stock" shall mean those
shares of the Company entitled to vote generally in the election of directors.
1.4 CREDITING RATE - "Crediting Rate" shall mean an annual rate of
interest equal to 9.5%.
1.5 DISABILITY - "Disability" shall mean, if the Executive is insured
under the company long term disability policy, the definition of total
disability contained in the long term disability insurance policy. If the
Executive is not insured under such a policy, the board shall, in its
complete and sole discretion, determine whether the Executive is disabled for
the purposes of this Agreement.
1.6 Discharge for Cause - "Discharge for Cause" shall mean the
termination of the Executive's employment with the Company because of (a) the
Executive's willful and continued failure to substantially perform his duties
(other that any such failure resulting from his incapacity due to physical or
mental illness), after a demand for substantial performance is delivered to him
by the Company which specifically identifies the manner in which the Company
believes he has not substantially performed his duties; (b) any willful act of
misconduct by the Executive which is materially injurious to the Company,
monetarily or otherwise; (c) a criminal conviction of the Executive for any act
involving the business and affairs of the Company; (d) a criminal conviction of
the Executive for commission of a felony; or (e) the removal of the Executive by
a regulatory agency. For purposes of this definition, no act or failure to act
on the Executive's part will be considered "willful" unless done or omitted by
him not in good faith and without reasonable belief that his act or omission was
in the best interest of the Company.
1.7 Early Retirement Date - "Early Retirement Date" shall mean the
first day of the month following the month in which a Executive reaches age 60.
1.8 Mortality Assumptions - "Mortality Assumptions" shall mean the life
expectancy of a Executive, determined by applying Commissioners Standard
Ordinary Mortality Tables 1980CSO.
1.9 Normal Retirement Date - "Normal Retirement Date" shall mean the
first day of the month following the month in which a Executive reaches age 65.
1.10 Termination of Employment - "Termination of Employment" shall mean
the Executive's ceasing to be employed by the Company for any reason whatsoever,
voluntary or involuntary, including by reason of death or disability.
1.11 Vesting - For the purpose of this Agreement and the vesting
schedule attached as Exhibit A, vesting shall accrue to the Executive on a pro
rata monthly basis beginning annually on each anniversary date of this
Agreement. The Executive shall earn 1/12th of the annual vesting increased for
each month of completed service during each year of this Agreement. Regardless
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of the number of years of service completed by the Executive, upon a Change in
Control, the Executive shall become 100 % vested in all benefits under this
Agreement.
SECTION 2
ELIGIBILITY
The Executive is eligible for the benefits provided herein in
accordance with the terms of this Agreement upon the execution hereof.
A Executive shall cease to be a Executive at Termination of
Employment. However, the employment of a Executive shall not be deemed to be
terminated by reason of an approved leave of absence granted in accordance with
uniform rules applied in a nondiscriminatory manner.
SECTION 3
PAYMENT OF BENEFITS
3.1 BENEFITS UPON NORMAL RETIREMENT.
Upon a Executive's Termination of Employment on or after the
Normal Retirement Date, the Company shall pay to the Executive the sum of
$80,600 per year, payable in monthly installments of $6,716.67 each, commencing
on the first day of the month coincident with or next following the date of
Termination of Employment and continuing on the first day of each month
thereafter for the life of the Participant, but in any event until a minimum of
180 total monthly payments are made to the Executive or the Executive's
beneficiary per Section 3.6(b).
3.2 BENEFITS UPON EARLY RETIREMENT.
Upon a Executive's Termination of Employment on or after
reaching the Early Retirement Date but prior to the Normal Retirement Date, the
Company shall pay to the Executive, monthly payments equal to the benefit
described in Schedule A, attached. Such payments shall commence on the first day
of the month coincident with or next following the date of Termination of
Employment and shall continue on the first day of each month thereafter for a
period of fifteen years.
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The Executive may elect, on or before the earlier of a)
December 31 of the year prior to Termination of Employment; or b) 90 days prior
to Termination of Employment, to defer commencement of payment of the retirement
benefit to a date not later than the Normal Retirement Date. Such election shall
be in writing and submitted to the Company. If a Executive elects to defer
payment of the benefit until his Normal Retirement Date, the Company shall pay
to the Executive the normal retirement benefit described in Section 3.1 above.
If a Executive elects to defer payment of the benefit to a date prior to the
Normal Retirement Date, the Company shall pay to the Executive a benefit
calculated in accordance with the first sentence of this Section 3.2, but using
the date selected by the Executive for the commencement of this benefit as his
"Termination of Employment" date instead of his actual termination date.
3.3 BENEFITS UPON LATE RETIREMENT.
Upon a Executive's Termination of Employment after the Normal
Retirement Date, the Company shall pay to the Executive the normal retirement
benefit described in Section 3.1 above, increased by .05 per year or .00416 for
each month that the Executive's Termination of Employment is deferred beyond the
Normal Retirement Date, in equal monthly installments commencing on the first
day of the month coincident with or next following the date of Termination of
Employment and continuing on the first day of each month thereafter for the
periods specified in Section 3.1.
3.4 BENEFITS UPON DISABILITY.
Upon a Executive's Termination of Employment prior to the
Normal Retirement Date due to Disability, no separate provision is made for a
disability benefit under this Agreement. However, any such Executive shall be
considered, notwithstanding such Termination of Employment, to continue to be a
Executive while disabled and for so long as the disability continues prior to
reaching the Early Retirement Date, such Executive's beneficiary shall receive
the survivor's benefits described in Section 3.6(a). In the event the Executive
lives to the Early Retirement Date, the Executive shall be entitled to receive
the early retirement benefit described in Section 3.2.
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3.5 OTHER TERMINATIONS OF EMPLOYMENT.
(a) Voluntary Termination of Employment Prior to the Early
Retirement or Discharge; for Cause at any Time. Upon a Executive's
voluntary Termination of Employment prior to reaching the Early
Retirement Date, for reasons other than death or Disability, or upon
the Executive's Discharge for Cause at any time, the Company shall pay
the vested benefit to the Executive pursuant to Schedule A attached to
this Agreement, and the Executive shall have no further right to
receive any additional benefit hereunder.
(b) Involuntary Termination of Employment Prior to the Early
Retirement Date Other Than Because of Death, Disability or Discharge
for Cause. Upon a Executive's involuntary Termination of Employment
prior to reaching the Early Retirement Date, for reasons other than
death, disability or discharge for cause, the Company shall pay to the
Executive as compensation for services rendered prior to such
Termination of Employment, the vested "Immediate Annual Benefit" or the
vested "Annual Benefit at Age 65" as defined in Schedule A, payable in
monthly installments, commencing on the first day of the month
coincident with or next following the date of Termination of
Employment, or Age 65 and continuing on the first day of each month
thereafter for a period of fifteen years. For purposes of this
subsection 3.5(b), the Executive shall be deemed to have incurred an
Involuntary Termination of Employment covered by this subsection if he
quits employment as a result of the Company's significantly lessening
either his title, duties, responsibilities, compensation or altering
his situs of employment, without his consent. His compensation shall be
deemed to be significantly lessened if any cutback is imposed except as
a part of an overall cutback applied proportionately to all of the
Company's management employees or if the Executive fails to receive
periodic increases substantially proportionate to and coincident with
the increase granted to management employees.
(c) Termination of Employment At or After A Change in
Ownership of Control. If a Executive incurs a voluntary or involuntary
Termination of Employment prior to reaching the Early Retirement Date,
for reasons other than death, disability, or discharge for cause, but
on or after the occurrence of a Change in Control, and in connection
with such change, the Executive's title, duties, responsibilities, or
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compensation is significantly lessened or his situs of employment is
changed, without his consent, the Company shall pay to the Executive,
the greater of a) the sum of 100 % of the Executive's gross annual
salary for the twelve-month period prior to Termination, payable in
monthly installments, commencing on the first day of each month
thereafter for a period of three (3) years, but in any event until a
minimum of thirty-six (36) total monthly payments are made to the
Executive or the Executive's beneficiary per Section 3.6(b); or b) the
immediate lump sum or immediate annual benefit on Schedule A. For
purposes hereof, the standards set forth in subparagraph (b) above with
respect to what constitutes a significant lessening of compensation
shall apply.
3.6 SURVIVORSHIP BENEFITS.
(a) Prior to Commencement of Normal or Early Retirement
Benefits. If a Executive dies while in the service of the Company or
after a Termination of Employment due to Disability and while Disabled
or after a Termination of Employment on or after the Early Retirement
Date, but prior to commencement of any benefit payments under this
Agreement, the Company shall pay to the Executive's beneficiary a
survivor's benefit of 180 equal monthly installments of $6,716.67
commencing on the first day of the month after the Executive's death
and continuing on the first day of each month thereafter until all such
payments are completed. In the event a beneficiary dies before
receiving all the survivor's benefit payments, the remaining payments
shall be paid to the legal representatives of the beneficiary's estate.
Payment of the survivor's benefit shall relieve the Company of the
obligation to pay any other benefit which the Executive would have
otherwise received, under the terms of this Agreement.
(b) After Commencement of Benefits. If a Executive dies after
any benefit payments have commenced, but prior to receiving all of the
scheduled minimum number of monthly payments, the company shall pay the
remaining monthly payment to the Executive's beneficiary. In the event
a beneficiary dies before receiving all of the remaining payments, the
remaining payments shall be paid to the legal representatives of the
beneficiary's estate.
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3.7 RECIPIENTS OF PAYMENTS: DESIGNATION OF BENEFICIARY.
All payments to be made by the Company shall be made to the
Executive, if living. In the event of a Executive's death prior to the receipt
of all benefit payments, all subsequent payments to be made under this Agreement
shall be to the beneficiary or beneficiaries of the Executive. The Executive
shall designate a beneficiary by filing a written notice of such designation
with the Company in such form as the Company may prescribe. The Executive may
revoke or modify said designation at any time by a further written designation.
The Executive's beneficiary designation shall be deemed automatically revoked in
the event of the death of the beneficiary, or if the beneficiary is the
Executive's spouse, in the event of dissolution of marriage. If no designation
shall be in effect at the time of any benefits payable under this Agreement
shall become due, the beneficiary shall be the spouse of the Executive, or if no
spouse is then living, the legal representatives of the Executive's estate.
3.8 ACCELERATION OF BENEFITS.
At any time after the Executive or the Executive's beneficiary
becomes entitled to a payment of benefits under this Agreement, the Executive,
or the Executive's beneficiary, may elect to accelerate the payment of benefits
to the payment of a lump-sum payment. Such payment shall equal ninety percent
(90 %) of the present value of the remaining payments payable assuming a
discount rate equal to the Crediting Rate, and in the case of payments that are
payable over the life of the Executive or the Executive's beneficiary, assuming
the Mortality Assumptions.
SECTION 4
ADDITIONAL CHANGE IN CONTROL PROVISIONS
4.1 APPLICATION OF SECTION.
If the Executive receives payments under this Agreement that
are contingent upon a Change in Control, as determined under Section 280G of the
Internal Revenue Code of 1986 (the "Code") and the regulations thereunder, then
the provisions of this Section 4 shall apply.
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4.2 LIMIT ON PAYMENTS.
If payments or benefits under this Agreement, after taking
into account all other payments or benefits to which the Executive is entitled
from the Company, are expected to result in an excise tax on the Executive or
the loss of certain tax deductions by the Company by reason of Code Section 280G
and 4999, then payments under this Agreement shall be reduced to an amount such
that all payments to the Executive from the Company, which are considered
contingent upon the Change in Control, shall not exceed 2.99 times the
Executive's Base Amount as defined in Code Section 280G.
4.2 DETERMINATION BY EXPERTS.
If the Executive and the Company shall disagree as to whether
a payment under this Agreement could result in the loss of a deduction, the
matter shall be resolved by an opinion of [the Company's law firm], or if
[Company's law firm] is unable to provide such an opinion, counsel selected by
the Company, and agreed to by the Officer. Counsel's opinion need not be
unqualified. Counsel's opinion shall be based on determinations of the Base
Amount and Excess Parachute Payments, as such terms are defined by Section 280G
of the Code or its successor, by [Consulting Firm], or if [Consulting Firm] is
unable to make such determinations, a consulting firm chosen by the Company and
agreed to by the Officer. The Company shall pay the fees and expenses of such
counsel and consulting firm, and shall make available such information as may be
reasonably requested by such counsel and consulting firm to prepare the opinion.
If the maximum amount payable to the Officer pursuant to this Section cannot be
determined prior to the due date for such payment, the Company shall pay on the
due date the minimum amount which it in good faith determines to be payable, and
shall pay the remaining amount as soon as practicable after such remaining
amount is determined.
4.3 EXECUTIVE'S COSTS OF ENFORCEMENT.
Following a Change in Control, the company shall pay all
expenses of the Executive, including but not limited to attorney fees incurred
in enforcing payments by the Company pursuant to this Agreement.
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SECTION 5
ADMINISTRATION AND INTERPRETATION OF THIS AGREEMENT
The Board of Directors shall appoint an Administrative Committee
consisting of three (3) or more persons to administer and interpret this
Agreement. Interpretation by the Administrative Committee shall be final and
binding upon a Executive. The Administrative Committee may adopt rules and
regulations relating to this Agreement as it may deem necessary or advisable for
the administration thereof.
SECTION 6
CLAIMS PROCEDURE
If the Executive or the Executive's beneficiary (hereinafter referred
to as a "Claimant") is denied all or a portion of an expected benefit under this
Plan for any reason, he or she may file a claim with the Administrative
Committee. The Administrative Committee shall notify the Claimant within sixty
(60) days of allowance or denial of the claim, unless the Claimant receives
written notice from the Administrative Committee prior to the end of the sixty
(60) day period stating that special circumstances requires an extension of the
time for decision. The notice of the Administrative Committee's decision shall
be in writing, sent by mail to Claimant's last known address, and, if a denial
of the claim, must contain the following information:
(a) the specific reasons for the denial;
(b) specific reference to pertinent provisions of the
Plan on which the denial is based; and
(c) if applicable, a description of any additional
information or material necessary to perfect the
claim, an explanation of why such information or
material is necessary, and an explanation of the
claims review procedure.
SECTION 7
REVIEW PROCEDURE
7.1 A Claimant is entitled to request a review of any denial of his
claim by the Administrative Committee. The request for review must be submitted
in writing within a sixty
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(60) day period, the claim will be deemed to be conclusively denied. The
Claimant or his representative shall be entitled to review all pertinent
documents, and to submit issues and comments orally and in writing.
7.2 If the request for review by a Claimant concerns the interpretation
and application of the provisions of the Agreement and the Company's
obligations, then the review shall be conducted by a separate committee
consisting of three persons designated or appointed by the Administrative
Committee. The separate committee shall afford the Claimant a hearing and the
opportunity to review all pertinent documents and submit issues and comments
orally and in writing and shall render a review decision in writing, all within
sixty (60) days after receipt of a request for a review, provided that, in
special circumstances (such as the necessity of holding a hearing) the committee
may extend the time for decision by not more than sixty (60) days upon written
notice to the Claimant. The Claimant shall receive written notice of the
separate committee's review decision, together with specific reasons for the
decision and reference to the pertinent provisions of this Agreement.
SECTION 8
LIFE INSURANCE AND FUNDING
The Company in its discretion may apply for and procure as owner and
for its own benefit, insurance on the life of the Executive, in such amounts and
in such forms as the Company may choose. The Executive shall have no interest
whatsoever in any such policy or policies, but at the request of the Company he
shall submit to medical examinations and supply such information and execute
such documents as may be required by the insurance company or companies to whom
the Company has applied for insurance.
The rights of the Executive, or his beneficiary, or estate, to benefits
under the Plan shall be solely those of an unsecured creditor of the Company.
Any insurance policy or other assets acquired by or held by the Company in
connection with the liabilities assumed by it pursuant to the Plan shall not be
deemed to be held under any trust for the benefit of the Executive, his
beneficiary, or his estate, or to be security for the performance of the
obligations of the Company but shall be, in remain, a general, unpledged, and
unrestricted asset of the Company.
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If this Agreement is funded through insurance on the life of the
Executive, then in the event of such Executive's death during the first two (2)
years after the effective date of this Agreement, and if such Executive's death
was a result of suicide or if such Executive made any material misstatement or
failed to make a material disclosure of information in any documentation which
the Executive is requested to complete in connection with this Agreement, then
no death benefits under the terms of this Agreement will be payable, unless and
to the extent that the Board of Directors of Company, in their absolute
discretion, may otherwise determine.
SECTION 9
ASSIGNMENT OF BENEFITS
Neither the Executive nor any other beneficiary under the Plan shall
have any right to assign the right to receive any benefits hereunder, and in the
event of any attempted assignment or transfer, the Company shall have no further
liability hereunder.
SECTION 10
EMPLOYMENT NOT GUARANTEED BY AGREEMENT
Neither this Agreement nor any action taken hereunder shall be
construed as giving the Executive the right to be retained as an Executive
Employee or as an employee of the Company for any period.
SECTION 11
TAXES
The Company shall deduct from all payments made hereunder all
applicable federal or state taxes required by law to be withheld from such
payments. In the event that the Company determines that benefits under the Plan
are subject to FICA currently, the Company shall withhold the Executive's
portion of FICA from such other amounts payable to the Executive as the Company
deems appropriate.
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SECTION 12
AMENDMENT AND TERMINATION
The Board of Directors may, at any time, amend or terminate this
Agreement, provided that the Board may not reduce or modify any benefit in pay
status to the Executive or beneficiary hereunder or any benefit that would
become payable hereunder if the Executive were to have died or were to have been
involuntarily terminated under Section 3.5(b) hereof on the day prior to such
action by the Board, without the prior written consent of the Executive.
The Company is entering into this Agreement upon the assumption that
certain existing tax laws will continue in effect in substantially their current
form. In the event of any changes in Federal law relating to and allowing the
tax-free accumulation of earnings within a life insurance policy, the income
tax-free payment of proceeds from life insurance policies or any other law which
would result in a material adverse impact upon the Company's ability to perform
its obligations under this Agreement, the Company shall have an option to
terminate or modify this Agreement subject to the protection afforded
Executive's in the preceding paragraph above.
SECTION 13
CONSTRUCTION
This Agreement shall be construed according to the laws of the State of
Wisconsin.
SECTION 14
FORM OF COMMUNICATION
Any election, application, claim, notice or other communication
required or permitted to be made by the Executive to the Company shall be made
in writing and in such form as the Company shall prescribe. Such communication
shall be effective upon mailing, if sent by first class mail, postage prepaid,
and addressed to the Company's office at 402 N. 8th Street, Manitowoc, WI 54221.
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SECTION 15
CAPTIONS
The captions at the head of a section or a paragraph of this Agreement
are designed for convenience of reference only and are not to be resorted to for
the purpose of interpreting any provision of this Agreement.
SECTION 16
SEVERABILITY
The invalidity of any portion of this Agreement shall not invalidate
the remainder thereof, and said remainder shall continue in full force and
effect.
SECTION 17
BINDING EFFECT
This Agreement shall be binding upon and shall inure to the benefit of
the Company and the Executive, and each of their successors, heirs, personal
representatives and permitted assigns. No sale of substantially all of the
Company's assets shall be made without the buyer expressly assuming the
obligation of this Agreement. The Company further agrees that it will not be a
party to any merger, consolidation or reorganization unless and until its
obligations hereunder are expressly assumed by the successor or successors.
IN WITNESS WHEREOF, this Agreement has been executed by the parties as
of the date first set forth above.
By: /S/ THOMAS J. BARE
--------------------------------------
Its:
--------------------------------------
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Thomas J. Bare
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BENEFICIARY DESIGNATION NOTICE
To the Plan Administrator of Thomas J. Bare Executive Salary continuation
Agreement:
Pursuant to the Provisions of my Executive Salary Continuation Agreement with
First National Bank in Manitowoc permitting the designation of a beneficiary or
beneficiaries by the Executive, I hereby designate the following persons and
entities as primary and secondary beneficiaries of any benefit under said
Agreement payable by reason of my death.
PRIMARY BENEFICIARY:
Name Address Relationship
- --------------------------------------------------------------------------------
Virginia S. Bare 827 Memorial Dr. Wife
Manitowoc, WI 54220
- --------------------------------------------------------------------------------
SECONDARY (CONTINGENT) BENEFICIARY:
Name Address Relationship
Estate
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE RIGHT TO REVOKE OR CHANGE ANY BENEFICIARY DESIGNATION IS HEREBY RESERVED.
ALL PRIOR DESIGNATIONS, IF ANY, OF BENEFICIARIES AND SECONDARY BENEFICIARIES ARE
HEREBY REVOKED.
The Plan Administrator shall pay all sums payable under this Agreement by reason
of my death to the Primary Beneficiary, if he or she survives me, and if no
Primary Beneficiary shall survive me, then to the Secondary Beneficiary, and if
no named beneficiary survives me, then the Plan Administrator shall pay all
amounts in accordance with the terms of the Executive Salary Continuation
Agreement. In the event that a named beneficiary survives me and dies prior to
receiving the entire benefit payable under said Agreement, then and in that
event, the remaining unpaid benefit, payable according to the terms of the
Agreement, shall be payable to the personal representatives of the estate of
said deceased beneficiary, who survives me, but die prior to receiving the total
benefit.
3-19-98 /s/ Thomas J. Bare
- ------------------------ -------------------------------
Date of Designation Signature of Executive
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SCHEDULE A
SALARY CONTINUATION VESTING SCHEDULE
First National Bank in Manitowoc
Tom Bare
$80600 per year for 15 yrs.
Rollover balance is $0
VESTING SCHEDULE 1
Year-end Percentage Immediate Immediate Lump Sum Annual
Plan Accrual of Accrual Lump Sum Annual Benefit at Benefit at
Age Year Balance Vested Benefit Benefit Age 65 Age 65
--- ---- ------- ------ ------- ------- ------ ------
59 1 83,525 100.00% 83,525 10,466 134,058 16,798
60 2 175,339 100.00% 175,339 21,971 256,012 32,080
61 3 276,265 100.00% 276,265 34,618 366,955 45,982
62 4 387,209 100.00% 387,209 48,520 467,882 58,629
63 5 509,163 100.00% 509,163 63,802 559,696 70,134
64 6 643,220 100.00% 643,220 80,600 643,220 80,600