EXHIBIT 10.44
EXECUTIVE SALARY CONTINUATION AGREEMENT
This Agreement is made and entered into this 4th day of June, 2002, by and
between Plumas Bank, a corporation organized under the laws of the State of
California (the "Employer"), and Xxxxxx X. Xxxx, an individual residing in the
State of California (hereinafter referred to as the "Executive").
RECITALS
WHEREAS, the Executive is an employee of the Employer and is serving as its
Executive Vice President/Chief Credit Officer;
WHEREAS, the Executive's experience and knowledge of the affairs of the Employer
and the banking industry are extensive and valuable;
WHEREAS, it is deemed to be in the best interests of the Employer to provide the
Executive with certain salary continuation benefits, on the terms and conditions
set forth herein, in order to reasonably induce the Executive to remain in the
Employer's employment; and
WHEREAS, the Executive and the Employer wish to specify in writing the terms and
conditions upon which this additional compensatory incentive will be provided to
the Executive, or to the Executive's spouse or the Executive's designated
beneficiaries, as the case may be;
NOW, THEREFORE, in consideration of the services to be performed in the future,
as well as the mutual promises and covenants contained herein, the Executive and
the Employer agree as follows:
AGREEMENT
1. Terms and Definitions.
1.1. Administrator. The Employer shall be the "Administrator" and,
solely for the purposes of ERISA, the "fiduciary" of this Agreement where a
fiduciary is required by ERISA.
1.2. Annual Benefit. The term "Annual Benefit" shall mean an annual
sum of Sixty-two Thousand Dollars ($62,000) multiplied by the Applicable
Percentage (defined below) and then reduced to the extent required: (i) under
the other provisions of this Agreement; (ii) by reason of the lawful order of
any regulatory agency or body having jurisdiction over the Employer; and (iii)
in order for the Employer to properly comply with any and all applicable state
and federal laws, including, but not limited to, income, employment and
disability income tax laws (e.g., FICA, FUTA, SDI).
1.3. Applicable Percentage. The term "Applicable Percentage" shall
mean that percentage listed on Schedule "A" attached hereto which is adjacent to
the number of complete years (with a "year" being the performance of personal
services for or on behalf of the Employer as an employee for a period of 365
days) which have elapsed starting from the Effective Date of this Agreement and
ending on the date payments are to first begin under the terms of this
Agreement. In the event that Executive's employment with Employer is terminated
other than by reason of death, disability, Retirement or voluntary termination
on the part of Executive, Executive shall be deemed for purposes of determining
the number of complete years to have completed a year of service in its entirety
for any partial year of service after the last anniversary date of the Effective
Date during which the Executive's employment is terminated.
1.4. Beneficiary. The term "beneficiary" or "designated
beneficiary" shall mean the person or persons whom the Executive shall designate
in a valid Beneficiary Designation, a copy of which is attached hereto as
Exhibit "B", to receive the benefits provided hereunder. A Beneficiary
Designation
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shall be valid only if it is in the form attached hereto and made a part hereof
and is received by the Administrator prior to the Executive's death.
1.5. The Code. The "Code" shall mean the Internal Revenue Code of
1986, as amended (the "Code").
1.6. Disability/Disabled. The term "Disability" or "Disabled" shall
have the same meaning given such term in the principal disability insurance
policy covering the Executive, which is incorporated herein by reference. In the
event the Executive is not covered by a disability policy containing a
definition of "Disability" or "Disabled," these terms shall mean an illness or
incapacity which, having continued for a period of one hundred and eighty (180)
consecutive days, prevents the Executive from adequately performing the
Executive's regular employment duties. The determination of whether the
Executive is Disabled shall be made by an independent physician selected by
mutual agreement of the parties.
1.7. Early: Retirement Date. The term "Early Retirement Date" shall
mean the Retirement (as defined below) of the Executive on a date which occurs
after the date upon which the Executive has, measured in the aggregate and from
the date of this Agreement to the date of the Executive's Retirement, been
employed by the Employer for no less than seven (7) years.
1.8. Effective Date. The term "Effective Date" shall mean the date
upon which this Agreement was entered into by the parties, as first written
above.
1.9 ERISA. The term "ERISA" shall mean the Employee Retirement
Income Security Act of 1974, as amended.
1.10 Plan Year. The term "Plan Year" shall mean the Employer's
calendar year.
1.11. Retirement. The term "Retirement" or "Retires" shall refer to
the date which the Executive acknowledges in writing to Employer to be the last
day he will provide any significant personal services, whether as an employee,
director or independent consultant .or contractor, to Employer or to, for, or on
behalf of, any other business entity conducting, performing or making available
to any person or entity banking or other financial services of any kind. For
purposes of this Agreement, the phrase "significant personal services" shall
mean more than ten (10) hours of personal services rendered to one or more
individuals or entities in any thirty (30) day period.
1.12. Surviving Spouse. The term "Surviving Spouse" shall mean the
person, if any, who shall be legally married to the Executive on the date of the
Executive's death.
2. Scope, Purpose and Effect.
2.1. Contract of Employment. Although this Agreement is intended to
provide the Executive with an additional incentive to remain in the employ of
the Employer, this Agreement shall not be deemed to constitute a contract of
employment between the Executive and the Employer nor shall any provision of
this Agreement restrict or expand the right of the Employer to terminate the
Executive's employment. This Agreement shall have no impact or effect upon any
separate written Employment Agreement which the Executive may have with the
Employer, it being the parties' intention and agreement that unless this
Agreement is specifically referenced in said Employment Agreement (or any
modification thereto), this Agreement (and the Employer's obligations hereunder)
shall stand separate and apart and shall have no effect upon, nor be affected
by, the terms and provisions of said Employment Agreement.
2.2. Fringe Benefit. The benefits provided by this Agreement are
granted by the Employer as a fringe benefit to the Executive and are not a part
of any salary reduction plan or any arrangement
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deferring a bonus or a salary increase. The Executive has no option to take any
current payments or bonus in lieu of the benefits provided by this Agreement.
3. Payments Upon or After Retirement.
3.1. Payments Upon Retirement. If the Executive shall remain in the
continuous employment of the Employer until attaining sixty- five (65) years of
age, the Executive shall be entitled to be paid the Annual Benefit, as defined
above, for a period of fifteen (15) years, in One Hundred Eighty (180) equal
monthly installments, with each installment to be paid on the first day of each
month, beginning with the month following the month in which the Executive
Retires or upon such later date as may be mutually agreed upon by the Executive
and the Employer in advance of said Retirement date. At the Employer's sole and
absolute discretion, the Employer may increase the Annual Benefit as and when
the Employer determines the same to be appropriate in order to reflect a
substantial change in the cost of living. Notwithstanding anything contained
herein to the contrary, the Employer shall have no obligation hereunder to make
any such cost-of-living adjustment.
3.2. Payments in the Event of Death After Retirement. The Employer
agrees that if the Executive Retires, but shall die before receiving all of the
One Hundred Eighty (180) monthly payments described in paragraph 3.1 above, the
Employer will make the remaining monthly payments, undiminished and on the same
schedule as if the Executive had not died, to the Executive's designated
beneficiary. If a valid Beneficiary Designation is not in effect, then the
remaining amounts due to the Executive under the term of this Agreement shall be
paid to the Executive's Surviving Spouse. If the Executive leaves no Surviving
Spouse, the remaining amounts due to the Executive under the terms of this
Agreement shall be paid to the duly qualified personal representative, executor
or administrator of the Executive's estate.
4. Payments in the Event of Death or Disability Occurs Prior to
Retirement.
4.1. Payments in the Event of Death Prior to Retirement. In the
event the Executive should die while actively employed by the Employer at any
time after the Effective Date of this Agreement, but prior to attaining sixty
(60) years of age or if the Executive chooses to work after attaining sixty (60)
years of age, but dies before Retirement, the Employer agrees to pay the Annual
Benefit for a period of fifteen (15) years in One Hundred Eighty (180) equal
monthly installments, with each installment to be paid on the first of each
month beginning with the month following Executive's death, to the Executive's
designated beneficiary with the Applicable Percentage determined by the
applicable years of service, including years of service with Employer prior to
execution of this Agreement, at the time of death, as set forth on Schedule "A".
If a valid Beneficiary Designation is not in effect, then the amounts due to the
Executive under the terms of this Agreement shall be paid to the Executive's
Surviving Spouse as set forth above. If the Executive leaves no Surviving
Spouse, the amounts due to the Executive under the terms of this Agreement shall
be paid to the duly qualified personal representative, executor or administrator
of the Executive's estate as set forth above.
4.2. Payments in the Event of Disability Prior to Retirement. In
the event the Executive becomes Disabled while actively employed by the Employer
at any time after the date of this Agreement but prior to Retirement, the
Executive shall: (i) continue to be treated during such period of Disability as
being gainfully employed by the Employer but shall not add applicable years of
service for the purpose of determining the Annual Benefit; and (ii) be entitled
to be paid the Annual Benefit, as set forth on Schedule" A ", for fifteen ( 15 )
years, as determined by the applicable years of service at the time of
disability, as defined above, in One Hundred Eighty (180) equal monthly
installments, with each installment to be paid on the first day of each month,
beginning with the month following the earlier of (1) the month in which the
Executive attains sixty-five (65) years of age; or (2) the date upon which the
Executive is no longer entitled to receive Disability benefits under the
Executive's principal Disability insurance policy and does not, at such time,
return to and thereafter fulfill the responsibilities associated with the
employment position held with the Employer prior to becoming Disabled by reason
of such Disability continuing. Notwithstanding the foregoing, in the event
Executive should die while actively or
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gainfully employed by the Employer at any time after the Effective Date of this
Agreement and prior to attaining the age of sixty-five (65) years of age, the
payments provided in Paragraph 4.1 shall be paid in lieu of the payments
provided in this Paragraph 4.2, provided that Executive or his legal
representative shall have not elected to take the benefits provided by Paragraph
5.
5. Payments in the Event Employment is Terminated Other than by Death,
Disability, Retirement.
5.1 Payments in the Event Employment is Terminated Other than by Death,
Disability, Retirement or a Change of Control of the Employer.
As indicated in Paragraph 2 above, the Employer reserves the right to terminate
the Executive's employment, with or without cause but subject to any written
employment agreement which may then exist, at any time prior to the Executive's
Retirement. In the event that the employment of the Executive shall be
terminated, for any reason, including voluntary termination by the Executive,
but other than by reason of Disability except as provided in paragraph 4.2,
death, Retirement or a change of control of the Employer as set forth in
Paragraph 5.2, the Executive or his legal representative shall be entitled to be
paid the Annual Benefit, as set forth in Schedule A for a period of fifteen (15)
years, as determined by the applicable years of service at the time of the
Executive's termination of employment with the Employer, in One Hundred Eighty
(180) equal monthly installments, with each installment to be paid on the first
day of each month, beginning with the month following the month in which the
Executive terminates employment and attains sixty-five (65) years of age or, if
earlier, beginning with the month following the Executive's death.
5.2 Termination of Employment in the Event of a Change of Control.
A "Terminating Event" shall be defined as anyone of the following events: (i)
merger or consolidation of the Employer where the Employer's shareholders
immediately prior to the merger or consolidation will not own at least a
majority of the outstanding voting shares of the Employer (or Employer's
successor, if the Employer is not the surviving entity in the merger or
consolidation) immediately after such merger or consolidation, (ii) a transfer
of a controlling interest of the Employer (consisting of at least a majority of
the outstanding voting shares of the Employer) to another corporation,
individual or individuals acting in concert, or (iii) a sale or transfer of
substantially all of the assets of the Employer to another entity.
In the event the Executive's employment terminates with the Employer or
Employer's successor within five years of a Terminating Event and the Executive
gives written notice to the Employer or Employer's successor within 30 calendar
days of such termination of employment that the termination is for the reason
that a Terminating Event has occurred, the Executive shall be entitled to be
paid the Annual Benefit with the Applicable Percentage equal to 100 percent, for
a period of fifteen (15) years, in One Hundred Eighty (180) equal monthly
installments, with each installment to be paid on the first day of each month,
beginning with the month following the month in which the Executive's employment
is terminated.
The Executive and Employer acknowledge that limitations on deductibility of the
Annual Benefit for federal income tax purposes may be imposed under, but not
limited to Section 280G of the Internal Revenue Code of 1986, as amended
("Code"), and any successor to Section 280G of the Code. The increase in the
Applicable Percentage pursuant to the application of this Paragraph 5.2 shall be
limited to such increase in the Applicable Percentage (which increase shall not
result in the Applicable Percentage being greater than 100 percent) that results
in the greatest amount of the Annual Benefit that is deductible by the Employer
for federal income tax purposes after taking into account all other compensation
payments to or for the benefit of the Executive that are included in determining
the deductibility of such payments under Section 280G of the Code or any
successor to Section 280G of the Code. In the event that prior to the
application of this Paragraph 5.2, all other compensation payments to or for the
benefit of Executive results in the limitation of the deductibility by Employer
of such payments under Section 280G or any successor to Section 280G of the
Code, then this Paragraph 5.2 shall not be applicable.
6. Payments in the Event the Executive Elects Early Retirement.
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The Executive shall have the right to elect to receive the Annual Benefit prior
to attaining sixty-five (65) years of age if he chooses to Retire on a date
which constitutes an Early Retirement Date as defined in subparagraph 1.7 above.
In the event the Executive elects to Retire on a date which constitutes an.
Early Retirement Date, the Executive shall be entitled to be paid the Annual
Benefit for a period of fifteen (15) years, as set forth on Schedule "A" and
determined by the applicable years of service at the time of early retirement,
as defined above, in One Hundred Eighty (180) equal monthly installments, with
each installment to be paid on the first day of each month, beginning with the
month following the month in which Early Retirement Date occurs.
7. Right To Determine Funding Methods.
The Employer reserves the right to determine, in its sole and absolute
discretion, whether, to what extent and by what method, if any, to provide for
the payment of the amounts which may be payable to the Executive, the
Executive's spouse or the Executive's beneficiaries under the terms of this
Agreement. In the event that the Employer elects to fund this Agreement, in
whole or in part, through the use of life insurance or annuities, or both, the
Employer shall determine the ownership and beneficial interests of any such
policy of life insurance or annuity. The Employer further reserves the right, in
its sole and absolute discretion, to terminate any such policy, and any other
device used to fund its obligations under this Agreement, at any time, in whole
or in part. Consistent with Paragraph 9 below, neither the Executive, the
Executive's spouse nor the Executive's beneficiaries shall have any right, title
or interest in or to any funding source or amount utilized by the Employer
pursuant to this Agreement, and any such funding source or amount shall not
constitute security for the performance of the Employer's obligations pursuant
to this Agreement. In connection with the foregoing, the Executive agrees to
execute such documents and undergo such medical examinations or tests which the
Employer may request and which may be reasonably necessary to facilitate any
funding for this Agreement including, without limitation, the Employer's
acquisition of any policy of insurance or annuity. Furthermore, a refusal by the
Executive to consent to, participate in and undergo any such medical
examinations or tests shall result in the immediate termination of this
Agreement and the immediate forfeiture by the Executive, the Executive's spouse
and the Executive's beneficiaries of any and all rights to payment hereunder.
8. Claims Procedure.
The Employer shall, but only to the extent necessary to comply with ERISA, be
designated as the named fiduciary under this Agreement and shall have authority
to control and manage the operation and administration of this Agreement.
Consistent therewith, the Employer shall make all determinations as to the
rights to benefits under this Agreement. Any decision by the Employer denying a
claim by the Executive, the Executive's spouse, or the Executive's beneficiary
for benefits under this Agreement shall be stated in writing and delivered or
mailed, via registered or certified mail, to the Executive, the Executive's
spouse or the Executive's beneficiary, as the case may be. Such decision shall
set forth the specific reasons for the denial of a claim. In addition, the
Employer shall provide the Executive, the Executive's spouse or the Executive's
beneficiary with a reasonable opportunity for a full and fair review of the
decision denying such claim.
9. Status of an Unsecured General Creditor.
Notwithstanding anything contained herein to the contrary: (i) neither the
Executive, the Executive's spouse or the Executive's beneficiary shall have any
legal or equitable rights, interests or claims in or to any specific property or
assets of the Employer; (ii) none of the Employer's assets shall be held in or
under any trust for the benefit of the Executive, the Executive's spouse or the
Executive's beneficiary or held in any way as security for the fulfillment of
the obligations of the Employer under this Agreement; (iii) all of the
Employer's assets shall be and remain the general unpledged and unrestricted
assets of the Employer; (iv) the Employer's obligation under this Agreement
shall be that of an unfunded and unsecured promise by the Employer to pay money
in the future; and (v) the Executive, the Executive's spouse and the Executive's
beneficiary shall be unsecured general creditors with respect to any benefits
which may be payable under the terms of this Agreement.
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10. Covenant Not to Interfere.
The Executive agrees not to take any action which prevents the Employer from
collecting the proceeds of any life insurance policy which the Employer may
happen to own at the time of the Executive's death and of which the Employer is
the designated beneficiary.
11. Miscellaneous.
11.1. Opportunity to Consult with Independent Counsel. The Executive
acknowledges that he has been afforded the opportunity to consult with
independent counsel of his choosing regarding both the benefits granted to him
under the terms of this Agreement and the terms and conditions which may affect
the Executive's right to these benefits. The Executive further acknowledges that
he has read, understands and consents to all of the terms and conditions of this
Agreement, and that he enters into this Agreement with a full understanding of
its terms and conditions.
11.2. Arbitration of Disputes. All claims, disputes and other
matters in question arising out of or relating to this Agreement or the breach
or interpretation thereof, other than those matters which are to be determined
by the Employer in its sole and absolute discretion, shall be resolved by
binding arbitration before a representative member, selected by the mutual
agreement of the parties, of the Judicial Arbitration and Mediation Services,
Inc. ("JAMS"), presently located at 000 Xxxx Xxxxxx, Xxxxx 000, xx Xxx
Xxxxxxxxx, Xxxxxxxxxx. In the event JAMS is unable or unwilling to conduct the
arbitration provided for under the terms of this Paragraph, or has discontinued
its business, the parties agree that a representative member, selected by the
mutual agreement of the parties, of the American Arbitration Association
("AAA"), presently located at 000 Xxxxxxxxxx Xxxxxx, xx Xxx Xxxxxxxxx,
Xxxxxxxxxx, shall conduct the binding arbitration referred to in this Paragraph.
Notice of the demand for arbitration shall be filed in writing with the other
party to this Agreement and with JAMS (or AAA, if necessary). In no event shall
the demand for arbitration be made after the date when institution of legal or
equitable proceedings based on such claim, dispute or other matter in question
would be barred by the applicable statute of limitations. The arbitration shall
be subject to such rules of procedure used or established by JAMS, or if there
are none, the rules of procedure used or established by AAA. Any award rendered
by JAMS or AAA shall be final and binding upon the parties, and as applicable,
their respective heirs, beneficiaries, legal representatives, agents, successors
and assigns, and may be entered in any court having jurisdiction thereof. The
obligation of the parties to arbitrate pursuant to this clause shall be
specifically enforceable in accordance with, and shall be conducted consistently
with, the provisions of Title 9 of Part 3 of the California Code of Civil
Procedure. Any arbitration hereunder shall be conducted in Quincy, California,
unless otherwise agreed to by the parties.
11.3. Attorneys' Fees. In the event of any arbitration or litigation
concerning any controversy, claim or dispute between the parties hereto, arising
out of or relating to this Agreement or the breach hereof, or the interpretation
hereof, the prevailing party shall be entitled to recover from the losing party
reasonable expenses, attorneys' fees and costs incurred in connection therewith
or in the enforcement or collection of any judgment or award rendered therein.
The "prevailing party" means the party determined by the arbitrator(s) or court,
as the case may be, to have most nearly prevailed, even if such party did not
prevail in all matters, not necessarily the one in whose favor a judgment is
rendered.
11.4. Notice. Any notice required or permitted of either the
Executive or the Employer under this Agreement shall be deemed to have been duly
given, if by personal delivery, upon the date received by the party or its
authorized representative; if by facsimile, upon transmission to a telephone
number previously provided by the party to whom the facsimile is transmitted as
reflected in the records of the party transmitting the facsimile and upon
reasonable confirmation of such transmission; and if by mail, on the third day
after mailing via u.s. first class mail, registered or certified, postage
prepaid and return receipt requested, and addressed to the party at the address
given below for the receipt of notices, or such changed address as may be
requested in writing by a party.
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If to the Employer: Plumas Bank, 00 X. Xxxxxx Xxx., Xxxxxx, XX
00000, Attn: Xx. Xxxxx X. Xxxx
If to the Executive: Xxxxxx X. Xxxx, XX Xxx 000, Xxxxxx XX 00000
11.5. Assignment. Neither the Executive, the Executive's spouse, nor
any other beneficiary under this Agreement shall have any power or right to
transfer, assign, hypothecate, modify or otherwise encumber any part or all of
the amounts payable hereunder, nor, prior to payment in accordance with the
terms of this Agreement, shall any portion of such amounts be: (i) subject to
seizure by any creditor of any such beneficiary, by a proceeding at law or in
equity, for the payment of any debts, judgments, alimony or separate maintenance
obligations which may be owed by the Executive, the Executive's spouse, or any
designated beneficiary; or (ii) transferable by operation of law in the event of
bankruptcy, insolvency or otherwise. Any such attempted assignment or transfer
shall be void and shall terminate this Agreement, and the Employer shall
thereupon have no further liability hereunder.
11.6. Binding Effect/Merger or Reorganization. This Agreement shall
be binding upon and inure to the benefit of the Executive and the Employer and,
as applicable, their respective heirs, beneficiaries, legal representatives,
agents, successors and assigns. Accordingly, the Employer shall not merge or
consolidate into or with another corporation, or reorganize or sell
substantially all of its assets to another corporation, firm or person, unless
and until such succeeding or continuing corporation, firm or person agrees to
assume and discharge the obligations of the Employer under this Agreement. Upon
the occurrence of such event, the term "Employer" as used in this Agreement
shall be deemed to refer to such surviving or successor firm, person, entity or
corporation.
11.7. Nonwaiver. The failure of either party to enforce at any time
or for any period of time anyone or more of the terms or conditions of this
Agreement shall not be a waiver of such term(s) or condition(s) or of that
party's right thereafter to enforce each and every term and condition of this
Agreement.
11.8. Partial Invalidity. If any term, provision, covenant or
condition of this Agreement is determined by an arbitrator or a court, as the
case may be, to be invalid, void, or unenforceable, such determination shall not
render any other term, provision, covenant or condition invalid, void or
unenforceable, and the Agreement shall remain in full force and effect
notwithstanding such partial invalidity.
11.9. Entire Agreement. This Agreement supersedes any and all other
agreements, either oral or in writing, between the parties with respect to the
subject matter of this Agreement and contains all of the covenants and
agreements between the parties with respect thereto. Each party to this
Agreement acknowledges that no other representations, inducements, promises or
agreements, oral or otherwise, have been made by any party, or anyone acting on
behalf of any party, which are not set forth herein, and that no other
agreement, statement or promise not contained in this Agreement shall be valid
or binding on either party.
11.10. Modifications. Any modification of this Agreement shall be
effective only if it is in writing and signed by each party or such party's
authorized representative.
11.11. Paragraph Headings. The paragraph headings used in this
Agreement are included solely for the convenience of the parties and shall not
affect or be used in connection with the interpretation of this Agreement.
11.12. No Strict Construction. The language used in this Agreement
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction will be applied against any
person.
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11.13. Governing Law. The laws of the State of California, other than
those laws denominated choice of law rules, and, where applicable, the rules and
regulations of: (i) the California Superintendent of Banks; (ii) the Board of
Governors of Federal Reserve System; (iii) the Federal Deposit Insurance
Corporation; or (iv) any other regulatory agency or governmental authority
having jurisdiction over the Employer, shall govern the validity,
interpretation, construction and effect of this Agreement.
IN WITNESS WHEREOF, the Employer and the Executive have executed this Agreement
on the date first above-written in the City of Quincy, Plumas County,
California.
THE EMPLOYER: THE EXECUTIVE:
PLUMAS BANK, A California Corporation
/s/ Xxxxx X. Xxxx /s/ Xxxxxx X. Xxxx
------------------------------ -----------------------
Xxxxx X. Xxxx,
Chairman of the Board Xxxxxx X. Xxxx
/s/ Xxxxxx X. Xxxx
------------------------------
Xxxxxx Xxxx,
Vice Chairman of the Board
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SCHEDULE A
NUMBER OF COMPLETE
YEARS OF SERVICE APPLICABLE
WHICH HAVE ELAPSED PERCENTAGE
------------------ ----------
1 15.00%
2 30.00%
3 45.00%
4 60.00%
5 75.00%
6(early retirement age - 60) 90.00%
7 92.00%
8 94.00%
9 96.00%
10 98.00%
11 or more 100.00%
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