EXHIBIT 10.13
National Technical Systems, Inc.
2006 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
PURPOSE
The purpose of the National Technical Systems, Inc. 2006 Supplemental Executive
Retirement Plan is to retain the services of a select group of officers and
highly compensated employees of National Technical Systems, Inc. (the
"Corporation"), its subsidiaries and any successors thereto, and to motivate
them to contribute to the growth and profits of the Corporation This Plan is
intended to comply with the provisions of Section 409A of the Internal Revenue
Code of 1986, as amended (the "Code"), and shall be interpreted in a manner
consistent with that intention.
ARTICLE 2-- DEFINITIONS
For purposes hereof, unless otherwise clearly apparent from the context, where
the following terms appear as proper nouns, they shall have the meanings
indicated below.
2.1. Additions: Interest on Annual Credits, compounded monthly at an annualized
rate of 5.5%. Additions shall be attributed to each Participant's Employer
Credit Account from the date upon which the Employer Credit Account first
has a positive balance until the date upon which the Corporation
determines the final payment of benefits to a Participant or his
Beneficiary pursuant to Article 5. The Committee may elect to utilize a
different interest rate in future years in its discretion.
2.2. Annual Credit: The amount the Corporation will credit on behalf of a
Participant for each year of his participation in the Plan. The Annual
Credit shall be based upon a Participant's salary and years to Retirement
from the Corporation based upon the Participant's date of entry in the
Plan. The amount of the Base Credit and the date upon which it will be
attributed to the Employer Credit Account are specified in Schedule A.
This amount may vary from Participant to Participant and from year to year
as determined by the Committee. Furthermore, since the value of the Base
Credit is predicated upon the value of the Participant's annual salary
when he joined the Plan and adjusted by an assumed rate of inflation of
3.5 percent per year, the Committee may deem it appropriate to
re-calculate the benefit for one or more Participants if it deems, in its
discretion, that the Participant's salary has been substantially modified.
2.3. Beneficiary: Any person or persons (including, without limitation, the
trustees of any testamentary or inter vivos trust), as designated from
time to time in writing pursuant to Article 5, to whom any benefits may be
payable upon the death of a Participant.
2.4. Cause: Behavior of a Participant which constitutes any of the following:
a. Willfully engaging in gross misconduct with regard to the
Corporation which is materially injurious to the Corporation,
b. Gross negligence in the performance of the Participant's duties and
responsibilities which is materially injurious to the Corporation,
c. Refusal to follow proper and achievable written direction of the
Board of Directors, provided that this shall not be Cause if the
Participant in good faith believed the direction to be illegal,
unethical or immoral and provides written notification of such
belief to the Board of Directors,
d. Being convicted of (or pleading nolo contendere to) a felony
involving financial impropriety (or any other crime which would
materially interfere with his service),
e. Willfully breaching any material obligations under any agreement
with the Corporation without proper justification,
f. Material fraud or dishonesty with regard to the Corporation (other
than good faith expense account disputes),
g. Refusal to attempt to perform the Participant's responsibilities and
duties after written notice, and
h. Entering into competition with the Corporation in any line of
business in which the Corporation was involved during the
Participant's employment.
2.5. Change of Control: A change in the ownership of the Corporation, a change
in the effective control of the Corporation or a change in the ownership
of a substantial portion of the assets of the Corporation as provided
under Section 409A of the Code, as amended from time to time, and any
Internal Revenue Service guidance, including Notice 2005-1, and
regulations issued in connection with Section 409A of the Code.
2.6. Committee: The Compensation Committee of the Board of Directors of the
Corporation, or such other persons as may be selected by the Compensation
Committee or the Board of Directors to administer the Plan. The Committee
may assign some of the routine administrative functions to any department
of the Corporation or another organization as approved by the board.
2.7. Corporation: National Technical Systems, Inc., a California corporation,
and any successor thereof, including any affiliated company that adopts
this Plan with the consent of the Board of Directors of the Corporation.
2.8. Effective Date of the Plan: September 7, 2006
2.9. Employer Credit Account: The sum of Annual Credits which are described in
Schedule A, attached hereto and incorporated herein by reference, and
attributable to a Participant plus Additions and less withdrawals and
distributions on such amounts. The Corporation shall maintain a
bookkeeping account to reflect and track each Participant's Employer
Credit Account, as adjusted from time to time.
2.10. Participant: Any officer or highly compensated employee of the Corporation
designated by the Committee to be eligible for participation in the Plan,
who has executed an application for participation pursuant to Section 3.1,
and who is participating in this Plan from time to time.
2.11. Plan: The National Technical Systems, Inc. 2006 Supplemental Executive
Retirement Plan
effective September 7, 2006 and as from time to time amended and in
effect.
2.12. Plan Year: January 1 through December 31, provided that the first Plan
Year shall be from the Effective Date of the Plan through December 31,
2006.
2.13. Retirement: The Termination of Service of a Participant on or after his
attainment of age sixty-five.
2.14. Specified Employee: A person who is a specified employee as defined in the
regulations issued under Section 409A of the Code.
2.15. Termination of Service: The termination (by death, Retirement, or
otherwise) of a Participant's service as an employee of the Corporation;
provided that no Termination of Service will be deemed to have occurred
unless it constitutes a "separation from service" within the meaning of
Code Section 409A and the regulations thereunder.
ARTICLE 3 -- DEFERRED COMPENSATION
3.1. Eligibility and Participation: Eligibility to commence participation in
this Plan shall be restricted to those officers or highly compensated
employees selected by the Committee in its sole discretion who qualify as
"select management or highly compensated employees" as defined in Sections
201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974 and amendments thereto ("ERISA"), provided, however,
that any such person shall timely complete all forms necessary for
participation in the Plan under this Section.
Any individual so selected shall first become a Participant in the Plan by
filing with the Corporation a written application for participation in a
form satisfactory to the Corporation, within thirty days of the date that
he or she is first eligible to participate in the Plan (after taking into
account the aggregation of "plan" principles set forth in Section 409A of
the Code). If such application is not filed within such thirty-day period,
such individual shall not thereafter be permitted to participate in the
Plan until the next calendar year following the date upon which he first
became eligible to participate. Upon selecting an individual to become a
Participant in the Plan, the Committee shall notify the individual in
writing of the date of eligibility and shall provide the individual with a
written application for participation.
3.2. Termination Event: A Participant shall continue to be eligible to
participate in the Plan until the earliest date on which any of the
following events ("a Termination Event") occurs:
(a) There occurs a Change of Control as defined in Section 2.5.
(b) There occurs a Termination of Service as defined in Section 2.15.
(c) The Participant becomes disabled to the extent that, by reason of
any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a
continuous period of not less than 12 months, the Participant is (i)
unable to engage in any substantial gainful activity, or (ii)
receiving income replacement benefits for a period of not less than
three months under an accident and health plan covering employees of
the Corporation. For purposes of the
Plan, the determination of a Participant's disability shall be made
by the Committee with the Participant's participation or the
participation of his legal representative. The Committee shall make
the final and conclusive determination of disability based upon all
the evidence presented to it and after due consideration of the
information presented by the Participant or his legal
representative. OR
(d) The Plan is terminated in a manner that fully complies with the
accelerated payment provisions of Section 409A of the Code and the
regulations promulgated thereunder, including the requirements that
all similar arrangements be terminated and that all payments be made
within 24 months of the termination date.
For purposes of this Plan, a Participant will not be deemed to have
"terminated" his or her Service unless he or she has "separated from
service" within the meaning of Section 409A(a)(2)(A)(i) of the Code and
the regulations thereunder.
ARTICLE 4 -- BENEFITS
4.1. Benefit: Should a Participant have a Termination Event, other than for
Cause, he shall be entitled to receive the vested value of his Employer
Credit Account (a "Termination Benefit"), adjusted as necessary for a
Termination of Service prior to Retirement, Death or Disability.
4.2. Payment Amount and Timing. Distributions of the Termination Benefit will
be paid as follows:
a) Retirement. Pursuant to the Retirement of the Participant, the
Termination Benefit shall be paid in fifteen substantially equal
annual installments beginning on the 90th day following the
Retirement or the first business day thereafter if the 90th day is
not a business day; provided, however, that if the installments are
to be paid to a Specified Employee due to a Retirement, the first
installment shall be delayed six months from Participant's
Retirement. On the day following the end of such six-month period,
the Corporation shall make a catch-up payment to the Participant
equal to the total amount of such payments that would have been made
during the six-month period but for this Section 4.2(a). Thereafter,
each subsequent installment shall be paid on the annual anniversary
of the initial payment or the first business day thereafter if the
anniversary is not a business day.
b) Death or Disability. Pursuant to the Death or Disability of the
Participant, the Termination Benefit shall be paid in a lump sum on
the 90th day following the Death or Disability or the first business
day thereafter if the 90th day is not a business day; provided,
however that if the lump sum payment is to be paid to a Specified
Employee due to a death or Disability, the payment shall be delayed
until the first day of the month immediately following the lapse of
six months after the date of the death or Disability.
c) Other Termination Event. Pursuant to a Termination Event other than
the Retirement, Death or Disability of the Participant, the
Termination Benefit shall be paid in five substantially equal annual
installments beginning on the 90th day following the Termination
Event or the first business day thereafter if the 90th day is not a
business
day; provided, however, that if the installments are to be paid to a
Specified Employee due to a Termination Event other than the
Retirement, death or Disability of a Participant, the first
installment shall be delayed six months from Participant's
Termination Event. On the day following the end of such six-month
period, the Corporation shall make a catch-up payment to the
Participant equal to the total amount of such payments that would
have been made during the six-month period but for this Section
4.2(a). Thereafter, each subsequent installment shall be paid on the
annual anniversary of the initial payment or the first business day
thereafter if the anniversary is not a business day.
4.3. Cause: Should a Participant have a Termination Event for Cause, he shall
forfeit any Termination Benefit.
4.4. Vesting: Each Year's Annual Credit and Additions will be subject to its
own vesting schedule and shall vest at a rate of 20% for each full year
following the contribution date of the Annual Credit. For example, Annual
Credits attributed to a Participant's Employer Credit Account on August 1,
2006 will be 20 percent vested on July 31, 2007, 40 percent vested on July
31, 2008, 60 percent vested on July 31, 2009, 80 percent vested on July
31, 2010 and 100 percent vested on July 31, 2011. If a Termination Event
occurs, Participants will forfeit any unvested benefits accrued as of the
date of the applicable Termination Event, except that all unvested
benefits shall become fully vested if the Termination Event is due to
Retirement, death, or Disability of a Participant. Additionally, all
unvested benefits shall become fully vested for Participants with ten or
more years of service with the Company upon a Change of Control. In the
event the Plan is terminated due to Section 6.1 hereof, no further vesting
shall occur after the date of termination of the Plan.
ARTICLE 5 -- BENEFICIARY
5.1 Designation: At the time participation in the Plan commences, or at any
later date, each Participant shall designate a Beneficiary on the
Designation Beneficiary Form (attached hereto as Exhibit B) to receive any
benefits which may become payable hereunder in the event of his death
(Beneficiary Designation). A Participant can change any such Beneficiary
Designation at any time prior to his death upon written notice to the
Corporation.
5.2 Subsequent Beneficiary Designations: If the Participant shall have made
more than one Beneficiary Designation, the Beneficiary Designation most
recently filed with the Corporation prior to the time of the Participant's
death shall govern.
5.3 No Beneficiary Designation: If any amounts under the Plan become payable
following a Participant's death at a time when no Beneficiary Designation
is applicable or when no Beneficiary is in existence, such payments shall
be made in a lump sum to such Participant's surviving spouse, or if none,
such amounts shall be paid to such Participant's estate.
ARTICLE 6 -- MISCELLANEOUS
6.1 Amendment and Termination: The Corporation, acting through the Committee,
reserves the right to amend, in whole or in part, in writing, or to
terminate this Plan at any time and in its sole discretion, with or
without notice; provided, however, that no such action shall reduce the
amount of a Participant's vested Termination Benefit prior to the date of
any such amendment or termination. Any provision herein to the contrary
notwithstanding,
amendment or termination of the Plan shall not accelerate, directly or
indirectly, the date on which distribution of any then vested benefit is
to be paid unless such acceleration complies with the requirements of Code
Section 409A and the regulations thereunder. In addition, notwithstanding
any provision herein to the contrary, if the Corporation determines, after
a review of the final regulations issued under Section 409A of the Code
and all applicable Internal Revenue Service guidance, that this Plan
should be amended to avoid triggering the tax and interest penalties
imposed by Section 409A of the Code, the Corporation may amend this Plan
to the extent necessary to avoid triggering the tax and interest penalties
imposed by Section 409A of the Code.
6.2 Insurance: The Corporation may purchase one or more insurance policies on
the life of a Participant, as a means of providing, in whole or in part,
for the payment of benefits hereunder. However, in such event neither such
Participant, his designated Beneficiary, nor any other beneficiary shall
have any rights whatsoever therein or in the proceeds therefrom. The
Corporation (or any "Rabbi Trust" (as described in Section 6.6) formed in
connection with the Plan) shall be the sole owner and beneficiary of any
such insurance policy and shall possess and may exercise all incidents of
ownership therein. No such policy, policies or other property shall be
held in any trust for a Participant or any other person or as collateral
security for any obligation of the Corporation hereunder. This Plan shall
under no circumstances be deemed to constitute a contract of insurance.
6.3 No Contract of Employment: The Plan shall under no circumstance be deemed
to have any effect upon the terms or conditions of employment of any
employee of the Corporation whether or not he or she is a Participant
hereunder. Neither the offering of the Plan, the payment of any expenses,
costs or benefit amounts associated with the Plan, nor any documents
published in connection with the Plan shall be construed as having created
a contract of employment between the Participant and the Corporation. Nor
shall it affect any right that the Corporation may have to terminate the
service of such person at will.
6.4 Benefits not Transferable: Benefits under this Plan shall not be subject
in any manner to anticipation, alienation, sale, transfer, assignment,
pledge or encumbrance by any Participant or Beneficiary and any attempt to
do so shall be null and void. Benefits under this Plan shall not be
subject to or liable for the debts, contracts, liabilities, engagements or
torts of any Participant or any Beneficiary, nor may the same be subject
to attachment or seizure by any creditor of any Participant or any
Beneficiary under any circumstances.
6.5 Determination of Benefits:
(a) General. The Committee may require any person claiming benefits
under the Plan ("Claimant") to submit an application therefor in
writing to the Claims Administrator or to any officer of the
Corporation, together with such other documents and information as
the Committee may require.
(b) Claims. Claims for benefits, benefit determinations, appeals and
reviews of any adverse benefit determination and all associated
notifications shall, at a minimum, comply with Section 503 of ERISA
and the applicable provisions of 29 C.F.R. ss. 2560.503-1 ("ERISA
Regulations").
(c) Claims Administrator. The Claims Administrator shall be designated
by the Committee. The Committee reserves the right to change the
Claims Administrator from time to time and to designate a special
Claims Administrator when deemed necessary to avoid a conflict of
interest.
(d) Notification of Benefit Determination. The Claims Administrator will
notify the Claimant of a benefit determination in writing within a
reasonable time. Notification that a claim is wholly or partially
denied will normally be given no later than 90 days after receipt of
the claim. The notice shall (1) specify the reasons for the adverse
decision, (2) refer to the specific provisions of the Plan on which
the decision is based, (3) describe any additional material
necessary to complete the claim and the reasons that such material
is necessary, (4) describe the appeal and review procedures and the
applicable time limits, and (5) inform the claimant of the right to
bring a civil action following review. Should special circumstances
require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to
the expiration of the initial ninety-day period. The notice shall
indicate the special circumstances requiring an extension of time
and the date by which a final decision is expected to be rendered.
In no event shall the period of the extension exceed ninety days
from the end of the initial ninety-day period. Claims not acted upon
within the time prescribed herein shall be deemed denied for
purposes of proceeding to the review stage.
(e) Review. A claimant is entitled to have an adverse benefit
determination reviewed by the Committee (the "Named Fiduciary"). The
request for review must be in writing and filed with the Claims
Administrator no later than 60 days following the claimant's receipt
of the adverse determination. The claimant may submit written
comments and other information and documents relating to the claim,
and have reasonable access to and receive copies of all documents
and information relevant to the claim. The claimant may request a
hearing. The Claims Administrator will promptly forward the request
for review and the claim file to the Named Fiduciary. The decision
of the Named Fiduciary shall be made promptly, and not later than
sixty days after the Named Fiduciary's receipt of a request for
review, unless special circumstances require an extension of time
for processing. In such a case, a decision shall be rendered as soon
as possible, but not later than one hundred twenty days after
receipt of the request for review.
(f) Named Fiduciary. The Named Fiduciary shall not be the Claims
Administrator nor subordinate to the Claims Administrator. The Board
of Directors reserves the right to change the Named Fiduciary from
time to time, and to designate a special Named Fiduciary for appeals
when deemed necessary.
(g) Review Procedure. The Named Fiduciary has the discretion to decide
all questions regarding relevance and reasonable access. In
addition, the Named Fiduciary has the discretion as to whether a
hearing shall be held. The Named Fiduciary will afford no deference
to the Claims Administrator's decision, and will ensure a full and
fair review de novo.
(h) Notification of Benefit Determination on Review. The Named
Fiduciary's decision
will be in writing and sent to the Claims Administrator. The Claims
Administrator will then notify the claimant either by hand delivery
or by first class mail within a reasonable time, and normally not
later than 60 days after receipt of the claim for review. If the
Named Fiduciary issues an adverse benefit decision to the
Participant or his Beneficiary, the decision shall (1) specify the
reasons for the decision, (2) refer to specific plan provisions on
which the decision was based, (3) inform the claimant of the right
to review all information reviewed by the Named Fiduciary, even
information not relied on in making the decision, and (4) inform the
claimant of the right to bring a civil action.
(i) Exhaustion of Remedies. No legal action for benefits under the Plan
may be brought unless and until the Claimant has exhausted his
remedies under this Section 6.5.
6.6 No Trust: For tax purposes and for purposes of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), this Plan is
intended to qualify as an unfunded plan maintained primarily for the
purpose of providing deferred compensation for a select group of
management or highly compensated employees, and shall be interpreted
accordingly.
No action by the Corporation or its Board of Directors under this Plan
shall be construed as creating a trust, escrow or other secured or
segregated fund or other fiduciary relationship of any kind in favor of
any Participant or Beneficiary or any other persons otherwise entitled to
benefits under the Plan. The status of the Participant and any Beneficiary
with respect to any liabilities assumed by the Corporation hereunder shall
be solely that of unsecured creditors of the Corporation. The Plan
constitutes a mere promise by the Corporation to make benefit payments in
the future. Any insurance policy or any other asset acquired or held by
the Corporation in connection with liabilities assumed by it hereunder,
shall not be deemed to be held under any trust, escrow or other secured or
segregated fund or other fiduciary relationship of any kind for the
benefit of a Participant or Beneficiary or to be security for the
performance of the obligations of the Corporation, but shall be and remain
a general, unpledged, unrestricted asset of the Corporation at all times
subject to the claims of general creditors of the Corporation.
Notwithstanding the foregoing, the Corporation may transfer assets,
including any insurance policies to a grantor trust of the type known as a
"Rabbi Trust" with the Corporation as grantor and owner of such trust,
provided that the terms of such trust comply with Section 409A of the
Code.
6.7 Plan Administration: The Plan shall be administered by the Committee. The
Committee shall have the exclusive authority, sole discretion and
responsibility for all matters in connection with the operation and
administration of the Plan. The Committee's powers and duties shall
include, but not be limited to, the following: (a) responsibility for the
compilation and maintenance of all records necessary in connection with
the Plan; (b) authorizing the payment of all benefits under and expenses
of the Plan; (c) authority to engage such legal, accounting and other
professional services as it may deem proper; (d) discretionary authority
to interpret the Plan; and (e) discretionary authority to determine
eligibility for benefits under the Plan and to resolve all issues of fact
and law in connection with such determination. Decisions by the Committee
shall be final and binding upon all parties.
The Committee, from time to time, may allocate to other persons or
organizations any of its
rights, powers, and duties with respect to the operation and
administration of the Plan. Any such allocation shall be reviewed from
time to time by the Committee; shall, unless the Committee specifies
otherwise, carry such discretionary authority as the Committee possesses
regarding the matter; and shall be terminable upon such notice as the
Committee in its sole discretion, deems reasonable and prudent under the
circumstances.
6.8 Satisfaction of Claims: Any payment to a Participant or Beneficiary or the
legal representative of either, in accordance with the terms of this Plan
shall to the extent thereof be in full satisfaction of all claims such
person may have against the Corporation. The Corporation may require such
payee, as a condition to such payment, to execute a receipt and release
therefore in such form as shall be determined by the Corporation.
6.9 Governing Law: The Plan shall be construed, administered, and governed in
all respects in accordance with ERISA and, to the extent not preempted by
ERISA, the laws of the State of California without regard to applicable
conflicts of law or choice of law 2principles. By electing to participate
in the Plan, each Participant on behalf of himself and his beneficiaries
irrevocably and unconditionally (a) submits to the exclusive personal
jurisdiction of the United States Federal courts and the State of
California state courts located in Los Angeles County, California
("California Courts") with respect to any lawsuit, claim or cause of
action arising under or with respect to this Plan; (b) agrees that the
California Courts shall have exclusive subject matter jurisdiction over
any such lawsuit, claim or cause of action; (c) agrees that venue with
respect to any such lawsuit, claim or cause of action is proper and most
convenient in such California Courts; and (d) agrees not to assert or
raise any objection to jurisdiction or venue in the California Courts. BY
ELECTING TO PARTICIPATE IN THE PLAN, EACH PARTICIPANT, ON BEHALF OF
HIMSELF AND HIS BENEFICIARIES, IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY
JURY IN ANY AND ALL ACTIONS OR PROCEEDINGS BROUGHT WITH RESPECT TO ANY
PROVISION OF THIS PLAN AND/OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF,
OR RELATED TO, THIS PLAN, to the extent not preempted by ERISA.
6.10 Gender and Number: Words used herein in the masculine, feminine or neuter
gender shall be construed as though they were also used in another gender
in all cases where they would so apply. Words used herein in the singular
or plural form shall be construed as though they were also used in the
other form in all cases where they would so apply.
6.11 Severability: In the event that a court of competent jurisdiction
determines that any provision of the Plan is in violation of any statute
or public policy, only those provisions of the Plan that violate such
statute or public policy shall be stricken. All provisions of the Plan
that do not violate any statute or public policy shall continue in full
force and effect. Further, any court order striking any provision of the
Plan shall modify the stricken terms as narrowly as possible to give as
much effect as possible to the intentions of the Corporation in
establishing the Plan.
6.12 Indemnification: The Corporation agrees to and shall indemnify and hold
harmless each Indemnified Person (as hereinafter defined), to the full
extent permitted by law and the Corporation's Articles of Incorporation
and Bylaws, from and against all claims, losses, damages, causes of
action, suits, and liability of every kind, including all expenses of
litigation, court costs and reasonable attorney's fees and expenses,
incurred in connection
with the Plan. "Indemnified Person" shall mean each director, officer,
Committee member, Claims Administrator or employee of the Corporation
acting as a fiduciary of the Plan.
6.13 Expenses: The expenses of administering the Plan and any grantor trust
described in Section 6.6 shall be borne by the Corporation.
6.14 Successors and Assigns: This Plan shall be binding on and inure to the
benefit of the Corporation and the Participants and their Beneficiaries,
and their respective heirs and assigns.
6.15 Captions. The captions of this Plan are descriptive only and do not affect
the intent or interpretation of the Plan.
6.16 Notices. Any notice required or permitted to be given hereunder shall be
in writing sent by either personal delivery, overnight delivery, or United
Sates, registered or certified mail, return receipt requested, all of
which shall be properly addressed with postage or delivery charges
prepaid, to the Committee or Participant at their respective addresses
described below, or at such other addresses as either the Corporation or
Participant may hereafter designate to the other in writing:
To the Committee: National Technical Systems, Inc. 2006
Supplemental Executive Retirement Plan
24007 Ventura Blvd. Suite 200
Calabasas, California 91302
To any Participant: To the Participant's last known address
as shown in the Corporation's Human
Resource Department records
Notices sent by personal delivery shall be deemed given upon
actual receipt. Notices sent by overnight delivery shall be
deemed given on the next business day. Notices sent via United
States registered or certified mail shall be deemed given two
business days from mailing.
ACKNOWLEDGED:
National Technical Systems, Inc.
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By Date