EXHIBIT 10.1
SALARY CONTINUATION AGREEMENT BETWEEN CFBANK AND XXXXX X. XXXXXX
CFBANK
SALARY CONTINUATION AGREEMENT
THIS SALARY CONTINUATION AGREEMENT (the "AGREEMENT") is adopted as of this
25th day of May, 2004, by and between CFBANK, a federally-chartered savings
association located in Fairlawn, Ohio (the "COMPANY"), and Xxxxx X. Xxxxxx (the
"EXECUTIVE").
The purpose of this Agreement is to provide specified benefits to the
Executive, a member of a select group of management or highly compensated
employees who contribute materially to the continued growth, development and
future business success of the Company. This Agreement shall be unfunded for tax
purposes and for purposes of Title I of the Employee Retirement Income Security
Act of 1974 ("ERISA"), as amended from time to time. The Company will pay the
benefits from its general assets.
The Company and the Executive agree as provided in this Agreement.
ARTICLE 1
DEFINITIONS
Whenever used in this Agreement, the following words and phrases shall have the
meanings specified:
1.1 "ACCRUAL BALANCE" means the liability that should be accrued by the
Company, under Generally Accepted Accounting Principles ("GAAP"), for the
Company's obligation to the Executive under this Agreement, by applying
Accounting Principles Board Opinion Number 12 ("APB 12") as amended by
Statement of Financial Accounting Standards Number 106 ("FAS 106") and the
Discount Rate. Any one of a variety of amortization methods may be used to
determine the Accrual Balance, in the sole discretion of the Board of
Directors of the Company. However, once chosen, the method must be
consistently applied. The Accrual Balance shall be reported by the Company
to the Executive on SCHEDULE A.
1.2 "BENEFICIARY" means each designated person, or the estate of the deceased
Executive, entitled to benefits, if any, upon the death of the Executive,
as determined under Article 4.
1.3 "BENEFICIARY DESIGNATION FORM" means the form established from time to
time by the Plan Administrator that the Executive completes, signs and
returns to the Plan Administrator to designate one or more
Beneficiaries.
1.4 "CHANGE OF CONTROL" means:
1.4.1 the transfer of shares of the Company's voting common stock such
that one entity or one person acquires (or is deemed to acquire when
applying Section 318 of the Code) more than 50% of the Company's
outstanding voting common stock followed within 12 months by the
Executive's Termination of Employment for reasons other than death,
Disability or retirement; or
1.4.2 such definition of Change of Control hereafter promulgated by the
Secretary of the Treasury or other authorized regulatory body in
which case such definition shall
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supersede any other definition of Change of Control in this
Agreement and shall control the terms of this Agreement.
1.5 "CLAIMANT" means an Executive or Beneficiary who has not received benefits
under the Agreement that he or she believes should be paid.
1.6 "CODE" means the Internal Revenue Code of 1986, as amended.
1.7 "COMPANY" means Central Federal Corporation, a Delaware corporation.
1.8 "DISABILITY" means:
1.8.1 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, and the Executive must submit proof to the
Plan Administrator of the carrier's or Social Security
Administration's determination upon the request of the Plan
Administrator; or
1.8.2 any definition of Disability published by the Secretary of the
Treasury or any other authorized regulatory body, in which case such
definition shall supersede any other definition of Disability in
this Agreement and shall control the terms of this Agreement.
1.9 "DISCOUNT RATE" means the rate used by the Plan Administrator for
determining the Accrual Balance. The initial Discount Rate is six percent
(6%). However, the Plan Administrator, in its sole discretion, may adjust
the Discount Rate to maintain the rate within reasonable standards
according to GAAP.
1.10 "EARLY TERMINATION" means the Termination of Employment before Normal
Retirement Age for reasons other than death, Disability, Termination for
Cause or following a Change of Control. Further, the term "EARLY
TERMINATION DATE" means the month, day and year in which such Early
Termination occurs.
1.11 "EFFECTIVE DATE" means June 1, 2004.
1.12 "EXCESS PARACHUTE PAYMENT" has the meaning described in Section 280G of
the Code, as amended from time to time.
1.13 "NORMAL RETIREMENT AGE" means the Executive's 66th birthday.
1.14 "NORMAL RETIREMENT DATE" means the later of the Executive reaching his
Normal Retirement Age or the Termination of Employment of the Executive.
1.15 "PLAN ADMINISTRATOR" means the plan administrator described in Article 8.
1.16 "PLAN YEAR" means each 12-month period commencing on the Effective Date.
1.17 "SPECIFIED EMPLOYEE" is, for purposes of Section 2.2.3, a key employee (as
defined in section 416(i) of the Code, as amended) of a corporation the
stock in which is publicly traded on an established securities market or
otherwise.
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1.18 "TERMINATION FOR CAUSE" has that meaning set forth in Article 5.
1.19 "TERMINATION OF EMPLOYMENT" means that the Executive ceases to be employed
by the Company for any reason, voluntary or involuntary, other than by
reason of a leave of absence approved by the Company.
ARTICLE 2
BENEFITS DURING LIFETIME
2.1 Normal Retirement Benefit. Upon Termination of Employment on or after the
Normal Retirement Age for reasons other than death, the Company shall pay
to the Executive the benefit described in this Section 2.1 in lieu of any
other benefit under this Article.
2.1.1 Amount of Benefit. The annual benefit under this Section 2.1 is
$25,000.
2.1.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing on the first
day of the month following the Executive's Normal Retirement Date
and continuing on the first day of the month thereafter until paid
in full. The annual benefit, as provided hereunder, shall be paid to
the Executive for a period of twenty (20) years and shall be paid
without interest.
2.2 Early Termination Benefit. Upon Early Termination, the Company shall pay
to the Executive the benefit described in this Section 2.2 in lieu of any
other benefit under this Article.
2.2.1 Amount of Benefit. The annual benefit under this Section 2.2 is the
Early Termination Benefit set forth on Schedule A for the Plan Year
during which the Early Termination Date occurs. This benefit, as
provided in Schedule A, is determined by vesting the Executive in
100% of the then existing Accrual Balance for the Plan Year during
which the Early Termination Date occurs in accordance with Schedule
A.
2.2.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in 12 consecutive equal monthly installments commencing
with the first day of the month following the Executive's Normal
Retirement Age and continuing on the first day of the month
thereafter until paid in full. The annual benefit, as provided
hereunder, shall be paid to the Executive for a period of twenty
(20) years and shall be paid without interest.
2.2.3 Restriction on Timing of Payment. Notwithstanding any provision of
this Agreement to the contrary, if the Executive is considered a
Specified Employee, payment under this Section 2.2 may not be made
earlier than six months after the date of the Early Termination.
2.3 Disability Benefit. Upon Termination of Employment due to Disability prior
to Normal Retirement Age, the Company shall pay to the Executive the
benefit described in this Section 2.3 in lieu of any other benefit under
this Article.
2.3.1 Amount of Benefit. The annual benefit under this Section 2.3 is the
Disability Benefit set forth on Schedule A for the Plan Year during
which the Termination of Employment occurs. This benefit, as
provided in Schedule A, is determined by vesting the Executive in
100% of the then existing Accrual Balance for the Plan Year during
which the Termination of Employment occurs in accordance with
Schedule A.
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2.3.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in 12 consecutive equal monthly installments commencing
with the first day of the month following the Executive's Normal
Retirement Age and continuing on the first day of the month
thereafter until paid in full. The annual benefit, as provided
hereunder, shall be paid to the Executive for a period of twenty
(20) years and shall be paid without interest.
2.4 Change of Control Benefit. Upon a Change of Control, the Company shall pay
to the Executive the benefit described in this Section 2.4 in lieu of any
other benefit under this Article.
2.4.1 Amount of Benefit. The benefit under this Section 2.4 is the Change
of Control Benefit set forth on Schedule A for the Plan Year during
which Termination of Employment occurs. This benefit, as provided in
Schedule A, is determined by vesting the Executive in 100% of the
Normal Retirement Benefit amount described in Section 2.1.1.
2.4.2 Payment of Benefit. The Company shall pay the annual benefit to the
Executive in 12 equal monthly installments commencing with the first
day of the month following the Executive's Normal Retirement Age and
continuing on the first day of the month thereafter until paid in
full. The annual benefit, as provided hereunder, shall be paid to
the Executive for a period of twenty (20) years and shall be paid
without interest.
2.4.3 Parachute Payments. Notwithstanding any provision of this Agreement
to the contrary, to the extent the amount or timing of any
payment(s), if made, under this Section 2.4 would be treated as an
Excess Parachute Payment, the Company shall either reduce or delay,
in the sole discretion of the Board of Directors, the payment(s)
under this Section 2.4 to the extent it would not be an Excess
Parachute Payment.
ARTICLE 3
DEATH BENEFITS
3.1 Death During Active Service. If the Executive dies while in the active
service of the Company, the Company shall pay to the Beneficiary(ies) the
benefit described in this Section 3.1. This benefit shall be paid in lieu
of the benefits under Article 2.
3.1.1 Amount of Benefit. The benefit under this Section 3.1 is the Normal
Retirement Benefit amount described in Section 2.1.1.
3.1.2 Payment of Benefit. The Company shall pay the annual benefit to the
Beneficiary(ies) in 12 equal monthly installments commencing on the
first day of the month following the Executive's death and
continuing on the first day of the month thereafter until paid in
full. The annual benefit, as provided hereunder, shall be paid to
the Executive for a period of twenty (20) years and shall be paid
without interest.
3.2 Death During Payment of a Benefit. If the Executive dies after any benefit
payments have commenced under Article 2 of this Agreement but before
receiving all such payments, the Company shall pay the remaining benefits
to the Beneficiary(ies) at the same time and in the same amounts they
would have been paid to the Executive had the Executive survived.
3.2 Death After Termination of Employment But Before Payment of a Benefit
Commences. If the Executive is entitled to any benefit payments under
Article 2 of this Agreement, but dies prior to the commencement of said
benefit payments, the Company shall pay the same benefit payments to
the Beneficiary(ies) that the Executive was entitled to prior to death
except that the benefit
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payments shall commence on the first day of the month following the
date of the Executive's death.
ARTICLE 4
BENEFICIARIES
4.1 Beneficiary Designation. The Executive shall have the right, at any time,
to designate a Beneficiary(ies) to receive any benefits payable under this
Agreement upon the death of the Executive. The Beneficiary(ies) designated
under this Agreement may be the same as or different from the beneficiary
designation under any other benefit plan of the Company in which the
Executive participates.
4.2 Beneficiary Designation: Change. The Executive shall designate a
Beneficiary by completing and signing the Beneficiary Designation Form,
and delivering it to the Plan Administrator or its designated agent. 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 or
otherwise terminated by court order. The Executive shall have the right to
change a Beneficiary by completing, signing and otherwise complying with
the terms of the Beneficiary Designation Form and the Plan Administrator's
rules and procedures, as in effect from time to time. Upon the acceptance
by the Plan Administrator of a new Beneficiary Designation Form, all
Beneficiary designations previously filed shall be cancelled. The Plan
Administrator shall be entitled to rely on the last Beneficiary
Designation Form filed by the Executive and accepted by the Plan
Administrator prior to the Executive's death.
4.3 Acknowledgment. No designation or change in designation of a Beneficiary
shall be effective until received, accepted and acknowledged in writing by
the Plan Administrator or its designated agent.
4.4 No Beneficiary Designation. If the Executive dies without a valid
beneficiary designation, or if all designated Beneficiaries predecease the
Executive, then the Executive's spouse shall be the designated
Beneficiary. If the Executive has no surviving spouse, the benefits shall
be made to the personal representative of the Executive's estate.
4.5 Facility of Payment. If the Plan Administrator determines in its
discretion that a benefit is to be paid to a minor, to a person declared
incompetent, or to a person incapable of handling the disposition of that
person's property, as determined in the sole discretion of the Plan
Administrator, the Plan Administrator may direct payment of such benefit
to the guardian, legal representative or person having the care or custody
of such minor, incompetent person or incapable person. The Plan
Administrator may obtain or require proof of incompetence, minority or
guardianship as it may deem appropriate prior to distribution of the
benefit. Any payment of a benefit shall be a payment for the account of
the Executive and the Executive's Beneficiary(ies), as the case may be,
and shall be a complete discharge of any liability under the Agreement for
such payment amount.
ARTICLE 5
GENERAL LIMITATIONS
5.1 Termination for Cause. Notwithstanding any provision of this Agreement to
the contrary, the Company shall not pay any benefit under this Agreement
if the Company's Board of Directors terminates the Executive's employment
for:
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(a) Gross negligence or gross neglect of duties to the Company;
(b) Commission of a felony or of a gross misdemeanor involving moral
turpitude;
(c) Fraud, disloyalty, dishonesty or Willful violation of any law or
significant Company policy committed in connection with the
significant Company policy committed in connection with the
Executive's employment and resulting in a material adverse effect on
the Company; or
(d) Issuance of an order for removal of the Executive by the Company's
banking regulators.
5.2 Suicide or Misstatement. The Company shall not pay any benefit under this
Agreement if the Executive commits suicide within two (2) years after the
Effective Date. In addition, the Company shall not pay any benefit under
this Agreement if the Executive has made any material misstatement of fact
on any application for life insurance owned by the Company on the
Executive's life or otherwise provides any information which invalidates
any life insurance policy owned by the Company on the Executive's life.
ARTICLE 6
CLAIMS AND REVIEW PROCEDURES
6.1 Claims Procedure. A Claimant shall make a claim as follows for benefits
that he or she believes should have been paid:
6.1.1 Initiation - Written Claim. The Claimant initiates a claim by
submitting to the Plan Administrator a written claim for the
benefits.
6.1.2 Timing of Plan Administrator Response. The Plan Administrator shall
respond to the Claimant within 90 days after receiving the claim. If
the Plan Administrator determines that special circumstances require
additional time for processing the claim, the Plan Administrator 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 Plan
Administrator expects to render its decision.
6.1.3 Notice of Decision. If the Plan Administrator denies part or all of
the claim, the Plan Administrator shall notify the Claimant in
writing of the denial. The Plan Administrator shall write the
notification in a manner calculated to be understood by the
Claimant. The notification shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A description of any additional information or material
necessary for the Claimant to perfect the claim and an
explanation of why it is needed;
(d) An explanation of the Agreement's review procedures and the
time limits applicable to such procedures; and
(e) A statement of the Claimant's right to bring a civil action
under ERISA Section 502(a) following an adverse benefit
determination on review.
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6.2 Review Procedure. If the Plan Administrator denies part or all of the
claim, the Claimant shall have the opportunity for a full and fair review
by the Plan Administrator of the denial, as follows:
6.2.1 Initiation - Written Request. To initiate the review, the Claimant,
within 60 days after receiving the Plan Administrator's notice of
denial, must file with the Plan Administrator a written request for
review.
6.2.2 Additional Submissions - Information Access. The Claimant shall then
have the opportunity to submit written comments, documents, records
and other information relating to the claim. The Plan Administrator
shall also provide the Claimant, upon request and free of charge,
reasonable access to, and copies of, all documents, records and
other information relevant (as defined in applicable ERISA
regulations) to the Claimant's claim for benefits.
6.2.3 Considerations on Review. In considering the review, the Plan
Administrator shall take into account all materials and information
the Claimant submits relating to the claim, without regard to
whether such information was submitted or considered in the initial
benefit determination.
6.2.4 Timing of Plan Administrator Response. The Plan Administrator shall
respond in writing to the Claimant within 60 days after receiving
the request for review. If the Plan Administrator determines that
special circumstances require additional time for processing the
claim, the Plan Administrator can extend the response period by an
additional 60 days by notifying the Claimant in writing, prior to
the end of the initial 60-day period, that an additional period is
required. The notice of extension must set forth the special
circumstances and the date by which the Plan Administrator expects
to render its decision.
6.2.5 Notice of Decision. The Plan Administrator shall notify the Claimant
in writing of its decision on review. The Plan Administrator shall
write the notification in a manner calculated to be understood by
the Claimant. The notification shall set forth:
(a) The specific reasons for the denial;
(b) A reference to the specific provisions of the Agreement on
which the denial is based;
(c) A statement that the Claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies
of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimant's
claim for benefits; and
(d) A statement of the Claimant's right to bring a civil action
under ERISA Section 502(a).
ARTICLE 7
AMENDMENTS AND TERMINATION
This Agreement may be amended or terminated only by a written agreement signed
by the Company and the Executive; provided, however, that if the Company's Board
of Directors determines that the Executive is no longer a member of a select
group of management or highly compensated employees, as that phrase applies to
ERISA, for reasons other than death, Disability or retirement or determines this
Agreement must be amended to comply with any federal, state or local law or
regulation concerning the subject matter hereof, the Company may amend or
terminate this Agreement without the written agreement of the
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Executive. Upon such amendment or termination, the Company shall pay benefits to
the Executive as if Early Termination occurred on the date of such amendment or
termination, regardless whether Early Termination actually occurs. Additionally,
the Company may amend this Agreement to conform with written directives to the
Company from its banking regulators.
ARTICLE 8
ADMINISTRATION OF AGREEMENT
8.1 Plan Administrator Duties. This Agreement shall be administered by a Plan
Administrator which shall consist of the Board of Directors of the
Company, at any time, or such committee or person(s) as the Board of
Directors shall appoint. The Executive may not vote as a member of the
Plan Administrator. The Plan Administrator shall also have the discretion
and authority to:
8.1.1 make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Agreement; and
8.1.2 decide or resolve any and all questions including interpretations of
this Agreement, as may arise in connection with the Agreement.
8.2 Agents. In the administration of this Agreement, the Plan Administrator
may employ agents and delegate to them such administrative duties as it
sees fit, (including acting through a duly appointed representative), and
may from time to time consult with counsel who may be counsel to the
Company.
8.3 Binding Effect of Decisions. The decision or action of the Plan
Administrator with respect to any question arising out of or in connection
with the administration, interpretation and application of the Agreement
and the rules and regulations promulgated hereunder shall be final and
conclusive and binding upon all persons having any interest in the
Agreement. No Executive or Beneficiary shall be deemed to have any right,
vested or non-vested, regarding the continued use of any previously
adopted assumptions, including but not limited to the Discount Rate.
8.4 Indemnity of Plan Administrator. The Company shall indemnify and hold
harmless the members of the Plan Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or
failure to act with respect to this Agreement, except in the case of
willful misconduct by the Plan Administrator or any of its members.
8.5 Company Information. To enable the Plan Administrator to perform its
functions, the Company shall supply, and the Executive hereby authorizes
the release of, full and timely information to the Plan Administrator on
all matters relating to the date and circumstances of the retirement,
Disability, death, or Termination of Employment of the Executive and such
other pertinent information as the Plan Administrator may reasonably
require.
8.6 Annual Statement. The Plan Administrator shall provide to the Executive,
within 120 days after the end of each Plan Year, a statement setting forth
the benefits payable under this Agreement.
ARTICLE 9
MISCELLANEOUS
9.1 Binding Effect. This Agreement shall bind the Executive and the Company,
and their beneficiaries, survivors, executors, successors, administrators
and transferees.
9.2 No Guarantee of Employment. This Agreement is not an employment policy or
contract. It does
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not give the Executive the right to remain an employee of the Company, nor
does it interfere with the Company'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.
9.3 Non-Transferability. Benefits under this Agreement cannot be sold,
transferred, assigned, pledged, attached or encumbered in any manner,
whether voluntarily or involuntarily.
9.4 Tax Withholding. The Company shall withhold any taxes that, in its
reasonable judgment, are required to be withheld from the benefits
provided under this Agreement. The Executive acknowledges that the
Company's sole liability regarding taxes is to forward any amounts
withheld to the appropriate taxing authority(ies).
9.5 Applicable Law. The Agreement and all rights hereunder shall be governed
by the laws of the State of Ohio, except to the extent preempted by the
laws of the United States of America.
9.6 Unfunded Arrangement. The Executive and Beneficiary(ies) are general
unsecured creditors of the Company for the payment of benefits under this
Agreement. The benefits represent the mere promise by the Company to pay
such benefits. The rights to benefits are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors, whether voluntary or involuntary.
Any insurance on the Executive's life is a general asset of the Company to
which the Executive and Beneficiary (ies) have no preferred or secured
claim. The Company shall retain complete control of any amounts due and
owing Executive hereunder and all funds, assets, accumulations and
increments shall continue to be part of the general funds of the Company
and subject to the general creditors of the Corporation. Executive shall
rely solely and exclusively on the unsecured, unfunded promise and
contractual obligation of the Company set forth herein.
9.7 Reorganization. The Company 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 Company under this Agreement. Upon the occurrence of such event, the
term "Company" as used in this Agreement shall be deemed to refer to the
successor or survivor company.
9.8 Entire Agreement. This Agreement constitutes the entire agreement between
the Company 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.
9.9 Interpretation. Wherever the fulfillment of the intent and purpose of this
Agreement requires, and the context will permit, the use of the masculine
gender includes the feminine and use of the singular includes the plural.
9.10 Alternative Action. In the event it shall become impossible for the
Company or the Plan Administrator to perform any act required by this
Agreement, the Company or Plan Administrator may in its discretion perform
such alternative act as most nearly carries out the intent and purpose of
this Agreement and is in the best interests of the Company.
9.11 Headings. Article and section headings are for convenient reference only
and shall not control or affect the meaning or construction of any of its
provisions.
9.12 Validity. In case any provision of this Agreement shall be illegal or
invalid for any reason, said
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illegality or invalidity shall not affect the remaining parts hereof, but
this Agreement shall be construed and enforced as if such illegal and
invalid provision has never been inserted herein.
9.13 Notice.
9.13.1 Any notice or filing required or permitted to be given to the
Company or Plan Administrator under this Agreement shall be
sufficient if in writing and hand-delivered, or sent by registered
or certified mail, to the address below:
SERP Plan Administrator
Board of Directors
CFBank
0000 Xxxxx Xxxx
Xxxxxxxx, Xxxx 00000
9.13.2 Any notice or filing required or permitted to be given to the
Executive under this Agreement shall be sufficient if in writing
and hand-delivered, or sent by mail, to the last known address of
the Executive.
9.13.3 Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on
the receipt for registration or certification.
IN WITNESS WHEREOF, the Executive and a duly authorized representative of
the Company have signed this Agreement.
EXECUTIVE: COMPANY:
CFBANK
/s/ Xxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxx
------------------- ---------------------------
Xxxxx X. Xxxxxx Name in Print: Xxxxxx X. Xxx
For the Board of Directors
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SCHEDULE A
ACCRUAL BALANCE
Accrual
Period Ending Balance
------------- ---------
May-05 $ 65,306
May-06 135,333
May-07 210,423
May-08 268,715
May-09 262,172
May-10 255,156
May-11 247,633
May-12 239,566
May-13 230,916
May-14 221,640
May-15 211,694
May-16 201,029
May-17 189,593
May-18 177,330
May-19 164,181
May-20 150,081
May-21 134,962
May-22 118,750
May-23 101,366
May-24 82,725
May-25 62,737
May-26 41,304
May-27 18,321
May-28 -
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