Exhibit 10.3
Form of Supplemental Executive Retirement Plan Agreement between the
Farmers National Bank of Emlenton and Six Officers
The Farmers National Bank of Emlenton
Supplemental Executive Retirement PLAN AGREEMENT
THIS AGREEMENT is made effective this ___________ day of
___________________, 2002 (the "Effective Date"), by and between The Farmers
National Bank of Emlenton (the "Bank"), a national bank located in Emlenton,
Pennsylvania and Xxxxx Xxx (the "Executive"), intending to be legally bound
hereby.
INTRODUCTION
To encourage the Executive to remain an employee of the Bank, the Bank is
willing to provide supplemental retirement benefits to the Executive. The Bank
will pay the benefits from its general assets.
AGREEMENT
Article 1
Definitions
1.1 Definitions. Whenever used in this Agreement, the following words and
phrases shall have the meanings specified:
1.1.1 "Change in Control" means any of the following:
(A) any person (as such term is used in Sections 13d and 14d-2 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than
the Corporation, a subsidiary of the Corporation, an employee benefit plan (or
related trust) of the Corporation or a direct or indirect subsidiary of the
Corporation, or Affiliates of the Corporation (as defined in Rule 12b-2 under
the Exchange Act), becomes the beneficial owner (as determined pursuant to Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the
Corporation representing more than 25% of the combined voting power of the
Corporation's then outstanding securities (other than a person owning 10% or
more of the voting power of stock on the date hereof); or
(F) the liquidation or dissolution of the Corporation or the occurrence of,
or execution of an agreement providing for a sale of all or substantially all of
the assets of the Corporation to an entity which is not a direct or indirect
subsidiary of the Corporation; or
(G) the occurrence of, or execution of an agreement providing for a
reorganization, merger, consolidation or other similar transaction or connected
series of transactions of the Corporation as a result of which either (a) the
Corporation does not survive or (b) pursuant to which shares of the Corporation
common stock ("Common Stock") would be converted into cash, securities or other
property, unless, in case of either (a) or (b), the holders of the Corporation
Common Stock immediately prior to such transaction will, following the
consummation of the transaction, beneficially own, directly or indirectly, more
than 50% of the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the corporation
surviving, continuing or resulting from such transaction; or
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(H) the occurrence of, or execution of an agreement providing for a
reorganization, merger, consolidation or similar transaction of the Corporation,
or before any connected series of such transactions, if upon consummation of
such transaction or transactions, the persons who are members of the Board of
Directors of the Corporation immediately before such transaction or transactions
cease or, in the case of the execution of an agreement for such transaction or
transactions, it is contemplated in such agreement that upon consummation such
persons would cease to constitute a majority of the Board of Directors of the
Corporation or, in the case where the Corporation does not survive in such
transaction, of the corporation surviving, continuing or resulting from such
transaction or transactions; or
(I) any other event which is at any time designated as a "Change in
Control" for purposes of this Plan by a resolution adopted by the Board of
Directors of the Corporation with the affirmative vote of a majority of the
non-employee directors in office at the time the resolution is adopted; in the
event any such resolution is adopted, the Change in Control event specified
thereby shall be deemed incorporated herein by reference and thereafter may not
be amended, modified or revoked without the written agreement of the Executive;
or
(F) during any period of two consecutive years during the term of this
Plan, individuals who at the beginning of such period constitute the Board of
Directors of the Bank or Corporation cease for any reason to constitute at least
a majority thereof, unless the election of each director who was not a director
at the beginning of such period has been approved in advance by directors
representing at least two-thirds of the directors then in office who were
directors at the beginning of the period, provided however this provision shall
not apply in the event two-thirds of the Board of Directors at the beginning of
a period no longer are directors due to death, normal retirement, or other
circumstances not related to a Change in Control.
Notwithstanding anything else to the contrary set forth in this Plan, if
(i) an agreement is executed by the Corporation providing for any of the
transactions or events constituting a Change in Control as defined herein, and
the agreement subsequently expires or is terminated without the transaction or
event being consummated, and (ii) Executive's employment did not terminate
during the period after the agreement and prior to such expiration or
termination, for purposes of this Plan it shall be as though such agreement was
never executed and no Change in Control event shall be deemed to have occurred
as a result of the execution of such agreement.
1.1.2 "Code" means the Internal Revenue Code of 1986, as amended.
1.1.3 "Corporation" means Emclaire Financial Corp.
1.1.4 "Disability" means the Executive's suffering a sickness, accident or
injury which has been determined by the carrier of any individual or group
disability insurance policy covering the Executive, or by the Social Security
Administration, to be a disability rendering the Executive totally and
permanently disabled. The Executive must submit proof to the Bank of the
carrier's or Social Security Administration's determination upon the request of
the Bank.
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1.1.5 "Early Termination" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for Cause
or following a Change in Control.
1.1.6 "Normal Retirement Age" means the Executive's 65th birthday.
1.1.7 "Normal Retirement Date" means the later of the Normal Retirement Age
or Termination of Employment.
1.1.8 "Plan Year" means each consecutive twelve (12) month period
commencing with the Effective Date of this Agreement.
1.1.9 "Termination of Employment" means that the Executive ceases to be
employed by the Bank for any reason whatsoever other than by reason of a leave
of absence, which is approved by the Bank. For purposes of this Agreement, if
there is a dispute over the employment status of the Executive or the date of
the Executive's Termination of Employment, the Bank shall have the sole and
absolute right to decide the dispute.
Article 2
Lifetime Benefits
2.1 Normal Retirement Benefit. The Bank shall pay to the Executive the
benefit described in this Section 2.1 in lieu of any other benefit under this
Agreement upon Termination of Employment on or after the Normal Retirement Age
for reasons other than death.
2.1.1 Amount of Benefit. The annual Normal Retirement Benefit under this
Section 2.1 is $24,000 (twenty-four thousand), subject to the vesting schedule
described in Section 2.4. The Bank may increase the annual benefit under this
Section 2.1 at the sole and absolute discretion of the Bank's Board of
Directors. Any increase in the annual benefit shall require the recalculation of
all the amounts on Schedule A attached hereto. The annual benefit amounts on
Schedule A are calculated by amortizing the Accrued Benefit using the interest
method of accounting, a 7.00% discount rate, monthly compounding and monthly
payments.
2.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in equal monthly installments payable on the first day of each month
commencing with the month following the Executive's Normal Retirement Date and
continuing for 239 additional months.
2.1.3 Benefit Increases. Commencing on the first anniversary of the first
benefit payment, and continuing on each subsequent anniversary, the Bank's Board
of Directors, in its sole discretion, may increase the benefit.
2.2 Early Termination Benefit. Upon Early Termination, the Bank shall pay
to the Executive the benefit described in this Section 2.2 in lieu of any other
benefit under this Agreement.
2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the
Accrued Benefit set forth in Schedule A for the Plan Year ended immediately
prior to the Early Termination Date, multiplied by the appropriate vesting
percentage as described in Section 2.4.
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2.2.2 Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in equal monthly installments commencing within 90 days after the date
of the Executive's Termination of Employment and continuing for 59 additional
months if Early Termination occurs before age 62. If Early Termination occurs on
or after age 62, the benefit will be in the form elected by the Executive in
Schedule B.
2.2.3 Benefit Increases. Benefit payments may be increased as provided in
Section 2.1.3.
2.3 Disability Benefit. If the Executive terminates employment due to
Disability prior to Normal Retirement Age, the Bank shall pay to the Executive
the benefit described in this Section 2.3 in lieu of any other benefit under
this Agreement.
2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the
Disability Benefit amount set forth in Schedule A for the Plan Year ended
immediately prior to the date in which Termination of Employment occurs.
2.3.2 Payment of Benefit. The Bank shall pay the annual benefit to the
Executive in equal monthly installments commencing within 90 days after the date
of the Executive's Normal Retirement Age and continuing for 239 additional
months.
2.3.3 Benefit Increases. Benefit payments may be increased as provided in
Section 2.1.3.
2.4 Vesting. Upon Termination of Employment under either Section 2.1 or
2.2, the Executive's benefit will be based on the Accrued Benefit detailed in
Schedule A multiplied by the vesting percentage determined under Section 2.4.1:
2.4.1 Normal Vesting Schedule. The Executive will not be vested in any
benefit until the end of the fifth Plan Year at which time the Executive will be
100% vested in the Accrued Benefit specified in Schedule A.
2.5 Change in Control Benefit. If Executive is in active service at the
time of a Change in Control, the Bank shall pay to the Executive the benefit
described in this Section 2.5 in lieu of any other benefit under this Agreement.
2.5.1 Amount of Benefit. The benefit under this Section 2.5 is the benefit
set forth in Schedule A for the Plan Year ended immediately prior to the
Executive's date of Termination of Employment. The Change in Control lump sum
benefit is equal to the present value of the Normal Retirement Benefit, using a
7.00% discount rate and monthly compounding of interest.
2.5.2 Payment of Benefit. The Bank shall distribute the appropriate lump
sum payment within 90 days of the Executive's date of termination.
Article 3
Death Benefits
3.1 Death During Active Service. If the Executive dies while in the active
service of the Bank, the Bank shall pay to the Executive's beneficiary the
benefit described in this Section 3.1. This benefit shall be paid in lieu of the
Lifetime Benefits of Article 2.
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3.1.1 Amount of Benefit. The annual benefit under this Section 3.1 is the
Normal Retirement Benefit described in Section 2.1.1.
3.1.2 Payment of Benefit. The Bank shall pay the annual benefit to the
beneficiary in equal monthly installments payable on the first day of each month
commencing within 90 days of the Executive's death and continuing for 239
additional months.
3.2 Death During Benefit Period. If the Executive dies after the benefit
payments have commenced under this Agreement but before receiving all such
payments, the Bank shall pay the remaining benefits to the Executive's
beneficiary at the same time and in the same amounts they would have been paid
to the Executive had the Executive survived.
3.3 Death Following Termination of Employment But Before Benefits Commence.
If the Executive is entitled to benefits under this Agreement, but dies prior to
receiving said benefits, the Bank shall pay to the Executive's beneficiary the
same benefits, in the same manner, they would have been paid to the Executive
had the Executive survived; however, said benefit payments will commence within
90 days of the Executive's death.
Article 4
Beneficiaries
4.1 Beneficiary Designations. The Executive shall designate a beneficiary
by filing a written designation with the Bank. The Executive may revoke or
modify the designation at any time by filing a new designation. However,
designations will only be effective if signed by the Executive and accepted by
the Bank during the Executive's lifetime. The Executive's beneficiary
designation shall be deemed automatically revoked if the beneficiary predeceases
the Executive, or if the Executive names a spouse as beneficiary and the
marriage is subsequently dissolved. If the Executive dies without a valid
beneficiary designation, all payments shall be made to the Executive's estate.
4.2 Facility of Payment. If a benefit is payable to a minor, to a person
declared incapacitated, or to a person incapable of handling the disposition of
his or her property, the Bank may pay such benefit to the guardian, legal
representative or person having the care or custody of such minor, incapacitated
person or incapable person. The Bank may require proof of incapacity, minority
or guardianship, as it may deem appropriate prior to distribution of the
benefit. Such distribution shall completely discharge the Bank from all
liability with respect to such benefit.
Article 5
General Limitations
5.1 Excess Parachute or Golden Parachute Payment. If the payments and
benefits pursuant to this Agreement, either alone or together with other
payments and benefits which the Executive has the right to receive from the
Bank, would constitute a "parachute payment" under Section 280G of the Code, the
payments and benefits pursuant to this Agreement shall be reduced, in the manner
determined by the Executive, by the amount, if any, which is the minimum
necessary to result in no portion of the payments and benefits under this
Agreement being non-deductible to the Bank pursuant to Section 280G of the Code
and subject to the excise tax imposed under Section 4999 of the Code.
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5.2 Termination for Cause. Notwithstanding any provision of this Agreement
to the contrary, the Bank shall not pay any benefit under this Agreement, if the
Bank terminate the Executive's employment for cause. Termination of the
Executive's employment for "Cause" shall mean termination because of personal
dishonesty, willful misconduct, breach of fiduciary duty involving personal
profit, intentional failure to perform stated duties, willful violation of any
law, rule or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order or material breach of any provision of the
Agreement. For purposes of this paragraph, no act or failure to act on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by the Executive not in good faith and without reasonable belief that the
Executive's action or omission was in the best interest of the Bank.
5.3 Removal. Notwithstanding any provision of this Agreement to the
contrary, the Bank shall not pay any benefit under this Agreement if the
Executive is subject to a final removal or prohibition order issued by an
appropriate federal banking agency pursuant to Section 8(e) of the Federal
Deposit Insurance Act ("FDIA").
5.4 Competition after Termination of Employment. The Executive shall
forfeit his right to any further benefits if the Executive, without the prior
written consent of the Bank, violates any one of the following described
restrictive covenants.
5.4.1 Non-compete Provision. The Executive shall not, for the term of this
Plan and until all benefits have been distributed, directly or indirectly,
either as an individual or as a proprietor, stockholder, partner, officer,
director, employee, agent, consultant or independent contractor of any
individual, partnership, corporation or other entity (excluding an ownership
interest of three percent (3%) or less in the stock of a publicly traded
company):
(i) become employed by, participate in, or be connected in any manner
with the ownership, management, operation or control of any bank,
savings and loan or other similar financial institution if the
Executive's responsibilities will include providing banking or
other financial services within the twenty-five (25) miles of any
office maintained by the Bank as of the date of the termination
of the Executive's employment; or
(ii) participate in any way in hiring or otherwise engaging, or
assisting any other person or entity in hiring or otherwise
engaging, on a temporary, part-time or permanent basis, any
individual who was employed by the Bank as of the date of
termination of the Executive's employment; or
(iii) assist, advise, or serve in any capacity, representative or
otherwise, any third party in any action against the Bank or
transaction involving the Bank; or
(iv) sell, offer to sell, provide banking or other financial services,
assist any other person in selling or providing banking or other
financial services, or solicit or otherwise compete for, either
directly or indirectly, any orders, contract, or accounts for
services of a kind or nature like or substantially similar to the
financial services performed or financial products sold by the
Bank (the preceding hereinafter referred to as "Services"), to or
from any person or entity from whom the Executive or the Bank, to
the knowledge of the Executive provided banking or other
financial services, sold, offered to sell or solicited orders,
contracts or accounts for Services during the three (3) year
period immediately prior to the termination of the Executive's
employment; or
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(v) divulge, disclose, or communicate to others in any manner
whatsoever, any confidential information of the Bank, to the
knowledge of the Executive , including, but not limited to, the
names and addresses of customers or prospective customers, of the
Bank, as they may have existed from time to time, of work
performed or services rendered for any customer, any method
and/or procedures relating to projects or other work developed
for the Bank, earnings or other information concerning the Bank.
The restrictions contained in this subparagraph (v) apply to all
information regarding the Bank, regardless of the source who
provided or compiled such information. Notwithstanding anything
to the contrary, all information referred to herein shall not be
disclosed unless and until it becomes known to the general public
from sources other than the Executive.
5.4.2 Judicial Remedies. In the event of a breach or threatened breach by
the Executive of any provision of these restrictions, the Executive recognizes
the substantial and immediate harm that a breach or threatened breach will
impose upon the Bank, and further recognizes that in such event monetary damages
may be inadequate to fully protect the Bank. Accordingly, in the event of a
breach or threatened breach of this Agreement, the Executive consents to the
Bank's entitlement to such ex parte, preliminary, interlocutory, temporary or
permanent injunctive, or any other equitable relief, protecting and fully
enforcing the Bank's rights hereunder and preventing the Executive from further
breaching any of his obligations set forth herein. The Executive expressly
waives any requirement, based on any statute, rule of procedure, or other
source, that the Bank post a bond as a condition of obtaining any of the
above-described remedies. Nothing herein shall be construed as prohibiting the
Bank from pursuing any other remedies available to the Bank at law or in equity
for such breach or threatened breach, including the recovery of damages from the
Executive. The Executive expressly acknowledges and agrees that: (i) the
restrictions set forth in Section 5.4.1 hereof are reasonable, in terms of
scope, duration, geographic area, and otherwise, (ii) the protections afforded
the Bank in Section 5.4.1 hereof are necessary to protect its legitimate
business interest, (iii) the restrictions set forth in Section 5.4.1 hereof will
not be materially adverse to the Executive's employment with the Bank, and (iv)
his agreement to observe such restrictions forms a material part of the
consideration for this Agreement.
5.4.3 Overbreadth of Restrictive Covenant. It is the intention of the
parties that if any restrictive covenant in this Agreement is determined by a
court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law
as to area, breadth and duration.
5.4.4 Change in Control. The non-compete provision detailed in Section
5.4.1 hereof shall not be enforceable following a Change in Control.
5.5 Suicide or Misstatement. No benefits shall be payable if the Executive
commits suicide within two years after the date of this Agreement, or if the
insurance company denies coverage for material misstatements of fact made by the
Executive on any application for life insurance purchased by the Bank, or any
other reason; provided, however that the Bank shall evaluate the reason for the
denial, and upon advice of legal counsel and in its sole discretion, consider
judicially challenging any denial.
Article 6
Claims and Review Procedures
11.2 Claims Procedure. An Executive or beneficiary ("claimant") who has not
received benefits under the Agreement that he or she believes should be paid
shall make a claim for such benefits as follows:
11.2.1 Initiation - Written Claim. The claimant initiates a claim by
submitting to the Bank a written claim for the benefits.
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11.2.2 Timing of Bank Response. The Bank shall respond to such claimant
within 90 days after receiving the claim. If the Bank determines that special
circumstances require additional time for processing the claim, the Bank can
extend the response period by an additional 90 days by notifying the claimant in
writing, prior to the end of the initial 90-day period, that an additional
period is required. The notice of extension must set forth the special
circumstances and the date by which the Bank expect to render their decision.
11.2.3 Notice of Decision. If the Bank denies part or all of the claim, the
Bank shall notify the claimant in writing of such denial. The Bank shall write
the notification in a manner calculated to be understood by the claimant. The
notification shall set forth:
11.2.3.1 The specific reasons for the denial,
11.2.3.2 A reference to the specific provisions of the Agreement on which
the denial is based,
11.2.3.3 A description of any additional information or material necessary
for the claimant to perfect the claim and an explanation of why it is needed,
11.2.3.4 An explanation of the Agreement's review procedures and the time
limits applicable to such procedures, and
11.2.3.5 A statement of the claimant's right to bring a civil action under
ERISA Section 502(a) following an adverse benefit determination on review.
Article 7
Amendments and Termination
No provisions of this Agreement may be modified, waived or discharged
unless such waiver, modification or discharge is agreed to in writing signed by
the Executive and such officer or officers as may be specifically designated by
the Boards of Directors of the Bank to sign on their behalf. No waiver by any
party hereto at any time of any breach by any other party hereto of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time.
Article 8
Miscellaneous
8.1 Administration. The Bank shall have powers, which are necessary to
administer this Agreement, including but not limited to:
8.1.1 Interpreting the provisions of the Agreement;
8.1.2 Establishing and revising the method of accounting for the Agreement;
8.1.3 Maintaining a record of benefit payments;
8.1.4 Establishing rules and prescribing any forms necessary or desirable
to administer the Agreement; and
8.1.5 Delegate any of the foregoing powers to any person or persons or
committee or committees.
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8.2 Applicable Law. The Agreement and all rights hereunder shall be
governed by the laws of the Commonwealth of Pennsylvania, except to the extent
preempted by the laws of the United States of America.
8.3 Binding Effect. This Agreement shall bind the Executive and the Bank,
and their beneficiaries, survivors, executors, successors, administrators and
transferees.
8.4 Entire Agreement. This Agreement constitutes the entire agreement
between the Bank and the Executive as to the subject matter hereof. No rights
are granted to the Executive by virtue of this Agreement other than those
specifically set forth herein.
8.5 Administrator. The Bank shall be the administrator under this
Agreement. The Bank may delegate to others certain aspects of the management and
operational responsibilities including the service of advisors and the
delegation of ministerial duties to qualified individuals.
8.6 Right of Offset. The Bank shall have the right to offset the benefits
against any unpaid obligation the Executive may have with the Bank.
8.7 No Guarantee of Employment. This Agreement is not an employment policy
or contract. It does not give the Executive the right to remain an employee of
the Bank, nor does it interfere with the Bank's right to discharge the
Executive. It also does not require the Executive to remain an employee nor
interfere with the Executive's right to terminate employment at any time.
8.8 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner.
8.9 Notice. For the purposes of this Agreement, notices and all other
communications provided for in this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by certified or
registered mail, return receipt requested, postage prepaid, addressed to the
respective addresses set forth below:
To the Bank: Secretary
The Farmers National Bank of Emlenton
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxxx 00000
To the Executive:
8.10 Facility of Payment. If the Executive is declared to be incompetent,
or incapable of handling the disposition of his or her property, the Bank may
pay such benefit to the duly appointed guardian, legal representative or person
having the care or custody of the Executive. The Bank may require proof of
incompetence, minority or guardianship as it may deem appropriate prior to
distribution of the benefit. Such distribution shall completely discharge the
Bank from all liability with respect to such benefit.
8.11 Reorganization. The Corporation shall not merge or consolidate into or
with another company, or reorganize, or sell substantially all of its assets to
another company, firm or person unless such succeeding or continuing company,
firm or person agrees to assume and discharge the obligations of the Corporation
hereunder.
8.12 Tax Withholding. The Bank shall withhold any taxes that are required
to be withheld from the benefits provided under this Agreement.
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8.13 Nature of Obligations. Except as described in Section 2.6, nothing
contained herein shall create or require the Bank to create a trust of any kind
to fund any benefits which may be payable hereunder, and to the extent that the
Executive acquires a right to receive benefits from the Bank hereunder, such
right shall be no greater than the right of any unsecured general creditor of
the Bank.
8.14 Headings. The section headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
8.15 Validity. The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other
provisions of this Agreement, which shall remain in full force and effect.
8.16 Counterparts. This Agreement may be executed in one or more
counterparts, each off which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
8.17 Regulatory Prohibition. Notwithstanding any other provision of this
Agreement to the contrary, any payments made to the Executive pursuant to this
Agreement, or otherwise, are subject to and conditioned upon their compliance
with Section 18(k) of the FDIA(12 U.S.C. ss.1828(k)) and any regulations
promulgated thereunder.
8.18 Recovery of Estate Taxes. If the Executive's gross estate for federal
estate tax purposes includes any amount determined by reference to and on
account of this Agreement, and if the beneficiary is other than the Executive's
estate, then the Executive's estate shall be entitled to recover from the
beneficiary receiving such benefit under the terms of the Agreement, an amount
by which the total estate tax due by the Executive's estate, exceeds the total
estate tax which would have been payable if the value of such benefit had not
been included in the Executive's gross estate. If there is more than one person
receiving such benefit, the right of recovery shall be against each such person.
In the event the beneficiary has a liability hereunder, the beneficiary may
petition the Bank for a lump sum payment in an amount not to exceed the
beneficiary's liability hereunder.
IN WITNESS WHEREOF, the Executive and duly authorized officers of the Bank
have signed this Agreement.
EXECUTIVE: BANK:
The Farmers National Bank of
Emlenton
By
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Title
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By execution hereof, Emclaire Financial Corp. consents to and agrees to be
bound by the terms and condition of this Plan document.
ATTEST: CORPORATION:
Emclaire Financial Corp.
By
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Title
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