Exhibit 10.3
EMPLOYMENT AGREEMENT
This sets forth the terms of the Employment Agreement made effective as of
August 2, 2004 between (i) COMMUNITY BANK SYSTEM, INC., a Delaware corporation
and registered bank holding company, and COMMUNITY BANK, N.A., a national
banking association, both having offices located in Dewitt, New York
(collectively, the "Employer"), and (ii) SCOTT A. KINGSLEY, an individual
currently residing at 961 Ashbrooke Way, Hudson, Ohio ("Employee"). This
Agreement is effective as of August 2, 2004.
W I T N E S S E T H
IN CONSIDERATION of the promises and mutual agreements and covenants
contained herein, and other good and valuable consideration, the parties agree
as follows:
1. Employment.
(a) Term. Employer shall employ Employee, and Employee shall serve,
as Chief Financial Officer of Community Bank System, Inc. and Community Bank,
N.A. for a term commencing on August 2, 2004 and ending on December 31, 2007
("Period of Employment"), subject to termination as provided in paragraph 3
hereof.
(b) Salary. Through December 31, 2004, Employer shall pay Employee
base salary at the annual rate of $235,000.00 ("Base Salary"). Employee's Base
Salary for calendar
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years after 2004 shall be reviewed and adjusted in accordance with Employer's
regular payroll practices for executive employees.
(c) Incentive Compensation. Employee shall be entitled to annual
incentive compensation opportunities pursuant to the terms of the Management
Incentive Plan which has been approved by the Board of Directors of Employer to
cover Employee and other key personnel of Employer. Upon termination of
Employee's employment pursuant to subparagraph 3(a), 3(b), 3(c) or 6, Employee
shall be entitled to a pro rata portion (based on Employee's complete months of
active employment in the applicable year) of the annual incentive award that is
payable with respect to the year during which the termination occurs or, in the
case of a termination upon Employee's disability pursuant to subparagraph 3(c),
the date the Disability Period began.
2. Duties during the Period of Employment. Employee shall have full
responsibility, subject to the control of Employer's Board of Directors or the
authorized designee of the Board of Directors, for the supervision of all
assigned aspects of Employer's business and operations, including all finance,
accounting, and investor relations activities, and the discharge of such other
duties and responsibilities to Employer as may from time to time be reasonably
assigned to Employee by Employer's Board of Directors or the authorized designee
of the Board of Directors. Employee shall report to the President and Chief
Executive Officer of Employer. Employee shall devote Employee's best efforts to
the affairs of Employer, serve faithfully and to the best of Employee's ability
and devote all of Employee's working time and attention, knowledge, experience,
energy and skill to the business of Employer, except that Employee may affiliate
with professional associations, business and civic organizations. Employee shall
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serve on the Board of Directors of, or as an officer of Employer's affiliates,
without additional compensation if requested to do so by the Board of Directors
of Employer. Employee shall receive only the compensation and other benefits
described in this Agreement for Employee's duties as a Director of Employer.
3. Termination. Employee's employment by Employer shall be subject to
termination as follows:
(a) Expiration of the Term. This Agreement shall terminate
automatically at the expiration of the Period of Employment unless the parties
enter into a written agreement extending Employee's employment, except for the
continuing obligations of the parties as specified hereunder.
(b) Termination Upon Death. This Agreement shall terminate upon
Employee's death. In the event this Agreement is terminated as a result of
Employee's death, Employer shall continue payments of Employee's Base Salary for
a period of 90 days following Employee's death to the beneficiary designated by
Employee on the "Beneficiary Designation Form" attached to this Agreement as
Appendix A. Employee's beneficiary shall be free to dispose of any restricted
stock previously granted to Employee by Employer. Additionally, Employer shall
treat as immediately exercisable all unexpired stock options issued by Employer
and held by Employee that are not exercisable or that have not been exercised,
so as to permit the Beneficiary to purchase the balance of Community Bank
System, Inc. ("CBSI") Stock not yet purchased pursuant to said options until the
end of the full exercise period provided in the original grant of the option
right, determined without regard to Employee's death or termination of
employment.
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(c) Termination Upon Disability. Employer may terminate this
Agreement upon Employee's disability. For the purpose of this Agreement,
Employee's inability to perform Employee's duties hereunder by reason of
physical or mental illness or injury for a period of 26 successive weeks (the
"Disability Period") shall constitute disability. The determination of
disability shall be made by a physician selected by Employer and a physician
selected by Employee; provided, however, that if the two physicians so selected
shall disagree, the determination of disability shall be submitted to
arbitration in accordance with the rules of the American Arbitration Association
and the decision of the arbitrator shall be binding and conclusive on Employee
and Employer. During the Disability Period, Employee shall be entitled to 100%
of Employee's Base Salary otherwise payable during that period, reduced by any
other benefits to which Employee may be entitled for the Disability Period on
account of such disability (including, but not limited to, benefits provided
under any disability insurance policy or program, worker's compensation law, or
any other benefit program or arrangement). Upon termination pursuant to this
disability provision, Employee shall be free to dispose of any restricted stock
granted to Employee. Additionally, Employer shall treat as immediately
exercisable all unexpired stock options issued by Employer and held by Employee
that are not exercisable or that have not been exercised, so as to permit the
Employee to purchase the balance of CBSI Stock not yet purchased pursuant to
said options until the end of the full exercise period provided in the original
grant of the option right, determined without regard to Employee's disability or
termination of employment.
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(d) Termination for Cause. Employer may terminate Employee's
employment immediately for "cause" by written notice to Employee. For purposes
of this Agreement, a termination shall be for "cause" if the termination results
from any of the following events:
(i) Material breach of this Agreement;
(ii) Documented misconduct as an executive or director of
Employer, or any subsidiary or affiliate of Employer for which Employee is
performing services hereunder including, but not limited to, misappropriating
any funds or property of any such company, or attempting to obtain any personal
profit (x) from any transaction to which such company is a party or (y) from any
transaction with any third party in which Employee has an interest which is
adverse to the interest of any such company, unless, in either case, Employee
shall have first obtained the written consent of the Board of Directors of
Employer;
(iii) Unreasonable neglect or refusal to perform the duties
assigned to Employee under or pursuant to this Agreement, unless cured within 60
days;
(iv) Conviction of a crime involving moral turpitude;
(v) Adjudication as a bankrupt, which adjudication has not
been contested in good faith, unless bankruptcy is caused directly by Employer's
unexcused failure to perform its obligations under this Agreement;
(vi) Documented failure to follow the reasonable, written
instructions of the Board of Directors of Employer, provided that the
instructions do not require Employee to engage in unlawful conduct; or
(vii) Any documented violation of the rules or regulations of
the Office of the Comptroller of the Currency or of any other regulatory agency.
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Notwithstanding any other term or provision of this Agreement or any
other agreement to the contrary, if Employee's employment is terminated for
cause, Employee shall forfeit all rights to payments and benefits otherwise
provided pursuant to this Agreement; provided, however, that Base Salary shall
be paid through the date of termination.
(e) Termination For Reasons Other Than Cause. In the event Employer
terminates Employee prior to December 31, 2007 for reasons other than cause,
Employee shall be entitled to a severance benefit equal to the greater of (i)
the sum of the annual Base Salary in effect at the time of termination and the
most recent payment to Employee under the Management Incentive Plan, payable in
equal monthly or semi-monthly installments over the 12-month period following
Employee's termination, or (ii) amounts of Base Salary and expected Management
Incentive Plan payments that otherwise would have been payable through the
balance of the unexpired term of this Agreement, payable in monthly or
semi-monthly installments through the balance of the unexpired term of this
Agreement. In addition, Employer shall: (iii) permit Employee to dispose of any
restricted stock granted to Employee; (iv) treat as immediately exercisable all
unexpired stock options held by Employee that are not exercisable or that have
not been exercised, so as to permit Employee to purchase the balance of CBSI
Stock not yet purchased pursuant to said options until the end of the full
exercise period provided in the original grant of the option right determined
without regard to Employee's termination of employment; (v) fully fund the
grantor trust created pursuant to paragraph 1(i) of the separate "Supplemental
Retirement Plan Agreement" between Employee and Employer, as amended, for
benefits payable pursuant to that separate agreement; and (vi) cover Employee
and his eligible
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dependents under all Employer benefit plans and programs available to Employer's
retired employees.
Notwithstanding the foregoing, if Employer terminates Employee
prior to December 31, 2007 for reasons other than cause and under circumstances
that entitle Employee to payments and benefits under paragraph 6 of this
Agreement (regarding "Change of Control"), then amounts payable under clauses
(i) or (ii) of this paragraph 3(e) shall be reduced by payments made to Employee
under paragraphs 6(a)(i) and (ii).
(f) Expiration of Term Without Renewal. In the event that Employee's
employment ends on December 31, 2007 solely because Employer chooses not to
renew or extend this Agreement beyond December 31, 2007 for reasons other than
cause, then Employee shall be entitled to a severance benefit equal to the sum
of (i) 175 percent of the annual Base Salary in effect at the time of
termination, and (ii) the most recent payment to Employee under the Management
Incentive Plan, such sum to be payable in equal biweekly installments over the
six-month period following Employee's termination of employment. Amounts payable
under this paragraph 3(f) shall be reduced by any payments made to Employee
under paragraphs 6(a)(i) and (ii).
(g) Employer shall have the right of first refusal to purchase from
Employee or Employee's estate, shares of CBSI stock acquired pursuant to the
exercise of stock options after the date of Employee's termination of employment
for any reason, in the event Employee or Employee's estate elects to dispose or
transfer such acquired shares. Such right of first refusal shall expire ten
years from the date of termination.
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4. Fringe Benefits.
(a) Benefit Plans. During the Period of Employment, Employee shall
be eligible to participate in any employee pension benefit plans (as that term
is defined under Section 3(2) of the Employee Retirement Income Security Act of
1974, as amended), Employer-paid group life insurance plans, medical plans,
dental plans, long-term disability plans, business travel insurance programs and
other fringe benefit programs maintained by Employer for the benefit of its
executive employees. Participation in any of Employer's benefit plans and
programs shall be based on, and subject to satisfaction of, the eligibility
requirements and other conditions of such plans and programs. Employer may
require Employee to submit to an annual physical, to be performed by a physician
of his own choosing. Employee shall be reimbursed for related expenses not
covered by Employer's health insurance plan, or any other plan in which Employee
is enrolled. Employee shall not be eligible to participate in Employer's
Severance Pay Plan maintained for other employees not covered by employment
agreements.
(b) Expenses. Upon submission to Employer of vouchers or other
required documentation, Employee shall be reimbursed for Employee's actual
out-of-pocket travel and other expenses reasonably incurred and paid by Employee
in connection with Employee's duties hereunder. Reimbursable expenses must be
submitted to the President and Chief Executive Officer of Employer for review on
a quarterly basis.
(c) Other Benefits. During the Period of Employment, Employee also
shall be entitled to receive the following benefits:
(i) Paid vacation of 4 weeks during each calendar year (with
no carry over of unused vacation to a subsequent year) and any holidays that may
be provided to all employees of Employer in accordance with Employer's holiday
policy;
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(ii) Reasonable sick leave;
(iii) Employer paid memberships for Employee at a golf club
and a social club in the Syracuse, New York area, subject to the approval of the
President and Chief Executive Officer of Employer and subject to nondeductible
tax treatment by Employer or a reimbursement to Employee for taxes owed by
Employee in connection with such benefit;
(iv) Reimbursement of the purchase price of a cellular
telephone and all Employer-related business charges incurred in connection with
the use of such telephone; and
(v) Reimbursement for the following relocation expenses,
subject to the approval of Employer's President and Chief Executive Officer (or
his designee) and contingent upon the completion of Employee's relocation to the
Syracuse, New York area within 90 days following the effective date of this
Agreement:
(A) the cost of moving Employee's normal household
goods from Employee's current residence in Hudson,
Ohio to the Syracuse, New York area, subject to
Employee obtaining (and providing Employer with
copies of) at least two quotes for such service;
(B) up to $2,000 per month for reasonable interim
housing in the Syracuse, New York area, if
necessary, for a period of up to 90 days following
the effective date of this Agreement;
(C) the reasonable costs of up to three two-day house
hunting trips for Employee and his spouse to the
Syracuse, New York area;
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(D) the reasonable closing costs on the sale of
Employee's Hudson, Ohio residence, which for this
purpose shall mean legal fees, appraisal costs,
and licensed real estate broker's commission up to
six percent of the gross selling price of
Employee's Hudson, Ohio residence;
(E) the reasonable closing costs on the purchase of a
residence in the Syracuse, New York area, which
for this purpose shall mean legal fees, abstract
and title fees, city, county and state stamps,
survey fee, loan application fees, termite
inspection fee, engineering inspection fee, title
search fee, mortgage recording tax and title
insurance premium; and
(F) a tax gross-up payment with respect to
reimbursements described in (A) - (E) above which
are taxable to Employee.
(d) Supplemental Retirement Benefits. The terms and conditions for
the payment of supplemental retirement benefits shall be set forth in a separate
written agreement between the parties.
5. Stock Options. Employer shall cause the Compensation Committee of the
Board of Directors of Employer to grant to Employee an option to purchase 15,000
shares of common stock of CBSI pursuant to (and subject to) the terms of the
Community Bank System, Inc. 2004 Long-Term Incentive Compensation Program. Such
option grant shall be effective as of the first
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day of the Period of Employment and, subject to Employee's continued employment
by Employer, shall become exercisable in cumulative 20 percent increments on
each of the first five anniversaries of the date of grant. In addition, Employer
shall cause the Compensation Committee of the Board of Directors of Employer to
review whether Employee should be granted options to purchase shares of common
stock of CBSI. Such review may be conducted pursuant to the terms of the
Community Bank System, Inc. 2004 Long-Term Incentive Compensation Program, a
successor plan, or independently, as the Compensation Committee shall determine.
Reviews shall be conducted no less frequently than annually.
6. Change of Control.
(a) If Employee's employment with Employer (as an employee) shall
cease for any reason, including Employee's voluntary termination for "good
reason" (as defined in paragraph 6(c) below), but not including Employee's
termination for "cause" (as described in paragraph 3(d)) or Employee's voluntary
termination without "good reason," within 2 years following a "Change of
Control" that occurs during the Period of Employment, Employer shall:
(i) Retain the services of Employee, on an independent
contractor basis, as a consultant to Employer for a period of no less than 36
months at an annual consulting fee rate equal to the total of Employee's Base
Salary in effect at the time of Employee's termination plus an amount equal to
the Management Incentive paid to the Employee in the year prior to the "Change
of Control";
(ii) Provide Employee with fringe benefits, or the cash
equivalent of such benefits, identical to those described in paragraph 4(a) for
the period during which Employee is retained as a consultant pursuant to (i)
above. To the extent the benefits provided to
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Employee in this paragraph 6(a)(ii) are deemed taxable benefits, Employer shall
reimburse Employee for taxes owed by Employee on the benefits and tax
reimbursement; and
(iii) Treat as immediately exercisable all unexpired stock
options issued by Employer and held by Employee that are not otherwise
exercisable or that have not been exercised (so as to permit Employee to
purchase the balance of CBSI Stock not yet purchased pursuant to said options
until the end of the full exercise period provided in the original grant of the
option right, determined without regard to Employee's termination of employment)
and permit Employee to dispose of any restricted stock granted to Employee.
(iv) Subject to Employer's right to make the single lump sum
payment described in paragraph 6(a)(v) below, if any portion of the amounts paid
to, or value received by, Employee following a "Change of Control" (whether paid
or received pursuant to this paragraph 6 or otherwise) constitutes an "excess
parachute payment" within the meaning of Internal Revenue Code Section 280G,
then the parties shall negotiate a restructuring of payment dates and/or methods
(but not payment amounts) to minimize or eliminate the application of Internal
Revenue Code Section 280G. If an agreement to restructure payments cannot be
reached within 60 days of the date the first payment is due under this paragraph
6, then payments shall be made without restructuring. Subject to paragraph
6(a)(v), Employee shall be responsible for all taxes that are payable by
Employee as a result of Employee's receipt of an "excess parachute payment."
(v) Notwithstanding the foregoing of this paragraph 6(a), the
Board of Directors of Employer may elect, in its sole discretion, to pay all
benefits due Employee pursuant to this paragraph 6 in a single lump sum payment
within 90 days following a Change of Control
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and Employee's termination of employment with Employer. In the event a single
lump sum payment is made pursuant to the foregoing sentence, the amount of the
payment shall be increased to the extent necessary to hold Employee harmless
from all income and excise tax liability attributable to such single lump sum
payment.
(b) For purposes of this paragraph 6, a "Change of Control" shall be
deemed to have occurred if:
(i) any "person," including a "group" as determined in
accordance with the Section 13(d)(3) of the Securities Exchange Act of 1934
("Exchange Act"), is or becomes the beneficial owner, directly or indirectly, of
securities of Employer representing 30% or more of the combined voting power of
Employer's then outstanding securities;
(ii) as a result of, or in connection with, any tender offer
or exchange offer, merger or other business combination (a "Transaction"), the
persons who were directors of Employer before the Transaction shall cease to
constitute a majority of the Board of Directors of Employer or any successor to
Employer;
(iii) Employer is merged or consolidated with another
corporation and as a result of the merger or consolidation less than 70% of the
outstanding voting securities of the surviving or resulting corporation shall
then be owned in the aggregate by the former stockholders of Employer, other
than (A) affiliates within the meaning of the Exchange Act, or (B) any party to
the merger or consolidation;
(iv) a tender offer or exchange offer is made and consummated
for the ownership of securities of Employer representing 30% or more of the
combined voting power of Employer's then outstanding voting securities; or
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(v) Employer transfers substantially all of its assets to
another corporation which is not controlled by Employer.
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(c) For purposes of this paragraph 6, "good reason" shall mean
action taken by Employer that results in:
(i) An involuntary and material adverse change in Employee's
title, duties, responsibilities, or total remuneration;
(ii) An involuntary and material relocation of the office from
which Employee is expected to perform his duties; or
(iii) An involuntary and material adverse change in the
general working conditions (including travel requirements and clerical support)
applicable to Employee.
7. Withholding. Employer shall deduct and withhold from compensation and
benefits provided under this Agreement all necessary income and employment taxes
and any other similar sums required by law to be withheld.
8. Covenants.
(a) Confidentiality. Employee shall not, without the prior written
consent of Employer, disclose or use in any way, either during his employment by
Employer or thereafter, except as required in the course of his employment by
Employer, any confidential business or technical information or trade secret
acquired in the course of Employee's employment by Employer. Employee
acknowledges and agrees that it would be difficult to fully compensate Employer
for damages resulting from the breach or threatened breach of the foregoing
provision and, accordingly, that Employer shall be entitled to temporary
preliminary injunctions and permanent injunctions to enforce such provision.
This provision with respect to injunctive relief shall not, however, diminish
Employer's right to claim and recover damages. Employee covenants to use his
best efforts to prevent the publication or disclosure of any trade secret or
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any confidential information concerning the business or finances of Employer or
Employer's affiliates, or any of its or their dealings, transactions or affairs
which may come to Employee's knowledge in the pursuance of his duties or
employment.
(b) No Competition. Employee's employment is subject to the
condition that during the term of his employment hereunder and for the period
specified in paragraph 8(c) below, Employee shall not, directly or indirectly,
own, manage, operate, control or participate in the ownership, management,
operation or control of, or be connected as an officer, employee, partner,
director, individual proprietor, lender, consultant or otherwise with, or have
any financial interest in, or aid or assist anyone else in the conduct of, any
entity or business (a "Competitive Operation") which competes in the banking
industry or with any other business conducted by Employer or by any group,
affiliate, division or subsidiary of Employer, in the states of New York and
Pennsylvania. Employee shall keep Employer fully advised as to any activity,
interest, or investment Employee may have in any way related to the banking
industry. It is understood and agreed that, for the purposes of the foregoing
provisions of this paragraph, (i) no business shall be deemed to be a business
conducted by Employer or any group, division, affiliate or subsidiary of
Employer unless 5% or more of Employer's consolidated gross sales or operating
revenues is derived from, or 5% or more of Employer's consolidated assets are
devoted to, such business; (ii) no business conducted by any entity by which
Employee is employed or in which he is interested or with which he is connected
or associated shall be deemed competitive with any business conducted by
Employer or any group, division or subsidiary of Employer unless it is one from
which 2% or more of its consolidated gross sales or operating revenues is
derived, or to which 2% or more of its consolidated assets are devoted; and
(iii) no business
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which is conducted by Employer at the Date of Termination and which subsequently
is sold by Employer shall, after such sale, be deemed to be a Competitive
Operation within the meaning of this paragraph. Ownership of not more than 5% of
the voting stock of any publicly held corporation shall not constitute a
violation of this paragraph.
(c) Non-Competition Period. If Employee's employment with Employer
shall cease for any reason during the Period of Employment as defined in
paragraph 1(a) of this Agreement, the "non-competition period" shall begin on
the date the first payment is made pursuant to the terms of this Agreement and
shall end on the date the final payment is made pursuant to the terms of this
Agreement; provided, however, that the non-competition period shall end on the
date Employee's employment ends in the event of Employee's termination for "good
reason" (as defined in paragraph 6(c)), or Employee's termination without cause
(as defined in paragraph 3(d)), within two years following a Change of Control
that occurs during the Period of Employment.
(d) Termination of Payments. Upon the breach by Employee of any
covenant under this paragraph 8, Employer may offset and/or recover from
Employee immediately any and all amounts paid to Employee under this Agreement
in addition to any and all other remedies available to Employer under the law or
in equity.
9. Notices. Any notice which may be given hereunder shall be sufficient if
in writing and mailed by certified mail, return receipt requested, to Employee
at his residence and to Employer at 5790 Widewaters Parkway, Dewitt, New York
13214, or at such other addresses as either Employee or Employer may, by similar
notice, designate.
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10. Rules, Regulations and Policies. Employee shall abide by and comply
with all of the rules, regulations, and policies of Employer, including without
limitation Employer's policy of strict adherence to, and compliance with, any
and all requirements of the banking, securities, and antitrust laws and
regulations.
11. No Prior Restrictions. Employee affirms and represents that Employee
is under no obligations to any former employer or other third party which is in
any way inconsistent with, or which imposes any restriction upon, the employment
of Employee by Employer, or Employee's undertakings under this Agreement.
12. Return of Employer's Property. After Employee has received notice of
termination or at the end of the term hereof, whichever first occurs, Employee
shall promptly return to Employer all documents and other property in his
possession belonging to Employer.
13. Construction and Severability. The invalidity of any one or more
provisions of this Agreement or any part thereof, all of which are inserted
conditionally upon their being valid in law, shall not affect the validity of
any other provisions to this Agreement; and in the event that one or more
provisions contained herein shall be invalid, as determined by a court of
competent jurisdiction, the court shall have authority to modify such provision
in a manner that most closely reflects the intent of the parties and is valid.
14. Governing Law. This Agreement was executed and delivered in New York
and shall be construed and governed in accordance with the laws of the State of
New York.
15. Assignability and Successors. This Agreement may not be assigned by
Employee or Employer, except that this Agreement shall be binding upon and shall
inure to the benefit of the successor of Employer through merger or corporate
reorganization.
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16. Miscellaneous. This Agreement constitutes the entire understanding and
agreement between the parties with respect to the subject matter hereof and
shall supersede all prior understandings and agreements. This Agreement cannot
be amended, modified, or supplemented in any respect, except by a subsequent
written agreement entered into by the parties hereto. The services to be
performed by Employee are special and unique; it is agreed that any breach of
this Agreement by Employee shall entitle Employer (or any successor or assigns
of Employer), in addition to any other legal remedies available to it, to apply
to any court of competent jurisdiction to enjoin such breach. The provisions of
paragraphs 6 and 8 hereof shall survive the termination of this Agreement.
17. Counterparts. This Agreement may be executed in counterparts (each of
which need not be executed by each of the parties), which together shall
constitute one and the same instrument.
18. Jurisdiction, Venue and Fees. The jurisdiction of any proceeding
between the parties arising out of, or with respect to, this Agreement shall be
in a court of competent jurisdiction in New York State, and venue shall be in
Onondaga County. Each party shall be subject to the personal jurisdiction of the
courts of New York State. If Employee is the prevailing party in a proceeding to
collect payments due pursuant to this Agreement, Employer shall reimburse
Employee for reasonable attorneys' fees incurred by Employee in connection with
such proceeding.
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The foregoing is established by the following signatures of the parties.
COMMUNITY BANK SYSTEM, INC.
By:
-----------------------------
Its:
-----------------------------
COMMUNITY BANK, N.A.
By:
-----------------------------
Its:
-----------------------------
---------------------------------
SCOTT A. KINGSLEY
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APPENDIX A
BENEFICIARY DESIGNATION FORM
Pursuant to the Employment Agreement between (i) Community Bank System,
Inc. and Community Bank, N.A., and (ii) Scott A. Kingsley, dated as of August 2,
2004 ("Agreement"), I, Scott A. Kingsley, hereby designate ___________________,
my __________, as the beneficiary of amounts payable upon my death in accordance
with paragraph 3(b) of the Agreement. My beneficiary's current address is
_____________________________________.
Dated: _____________
------------------------------
Scott A. Kingsley
- -----------------------------
Witness
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