CHANGE IN CONTROL,
SEVERANCE AND EMPLOYMENT AGREEMENT
FOR XXXXX XXXXXXXXX
THIS CHANGE IN CONTROL SEVERANCE AND EMPLOYMENT AGREEMENT (the
"Agreement"), is made this 16th day of August, 1999, among XXXXXX UNITED BANCORP
("Bancorp"), a New Jersey corporation which maintains its principal office at
1000 MacArthur Boulevard., Mahwah, New Jersey, XXXXXX UNITED BANK (the "Bank"),
a New Jersey chartered commercial bank, with an office at 0000 XxxXxxxxx
Xxxxxxxxx., Xxxxxx, Xxx Xxxxxx (Bancorp and the Bank collectively are referred
to herein as the "Company") and Xxxxx Xxxxxxxxx (the "Executive").
BACKGROUND
WHEREAS, the Executive has been employed by Bancorp and the Bank for
many years, most recently as Executive Vice President.
WHEREAS, the Executive throughout her tenure has worked
diligently in her position in the business of Bancorp and the Bank;
WHEREAS, the Board of Directors of Bancorp and the Bank believe that
the future services of the Executive are of great value to Bancorp and the Bank
and that it is important for the growth and development of Bancorp and the Bank
that the Executive continue in her position;
WHEREAS, if Bancorp receives any proposal from a third person
concerning a possible business combination with, or acquisition of equities
securities of, the Company, the Board
of Directors of Bancorp (the "Board") believes it is imperative that Bancorp and
the Bank and the Board be able to rely upon the Executive to continue in her
position, and that they be able to receive and rely upon her advice, if they
request it, as to the best interests of the Company and its shareholders,
without concern that the Executive might be distracted by the personal
uncertainties and risks created by such a proposal;
WHEREAS, to achieve that goal, and to retain the Executive's
services prior to any such activity, the Board of Directors and the Executive
have agreed to enter into ther Agreement to provide the Executive with continued
employment or certain termination benefits in the event of a Change in Control,
as hereinafter defined;
WHEREAS, due to the uncertainties created in certain contracts by
the requirement that an executive have "good reason" before any resignation, it
is the intention of the Board that, among other things, the Executive is given
the right hereunder to resign at any time and for any reason and to receive the
payments and benefits provided hereunder if he works for the Company for 90 days
following a Change in Control.
NOW, THEREFORE, to assure the Company that it will have the
continued dedication of the Executive and the availability of her advice and
counsel notwithstanding the possibility, threat or occurrence of a bid to take
over control of the Company, and to induce the Executive to remain in the employ
of the Company, and for other good and valuable consideration, the Company and
the Executive, each intending to be legally bound hereby agree as follows:
1. Definitions
a. Cause. For purposes of this Agreement "Cause" with respect
to the termination by the Company of Executive's employment shall mean (i)
willful and continued failure by the Executive to materially perform her duties
for the Company under this Agreement after at
least one warning in writing from the Company's Board of Directors identifying
specifically any such material failure and offering a reasonable opportunity to
cure such failure; (ii) the willful engaging by the Executive in material
misconduct which causes material injury to the Company as specified in a written
notice to the Executive from the Board of Directors; or (iii) conviction of a
crime (other than a traffic violation), habitual drunkenness, drug abuse, or
excessive absenteeism other than for illness, after a warning (with respect to
drunkenness or absenteeism only) in writing from the Board of Directors to
refrain from such behavior. No act or failure to act on the part of the
Executive shall be considered willful unless done, or omitted to be done, by the
Executive not in good faith and without reasonable belief that the action or
omission was in the best interest of the Company. The Company shall have the
burden of proving cause by clear and convincing evidence.
b. Change in Control.
(i) Definition. For purposes of this Agreement, a
"Change in Control" shall mean the occurrence of any of the following
events with respect to Bancorp:
(A) The acquisition of the beneficial
ownership, as defined under the Exchange Act, of 25% or more of
Bancorp's voting securities or all or substantially all of the
assets of Bancorp by a single person or entity or group of
affiliated persons or entities;
(B) The merger, consolidation or combination
of Bancorp with an unaffiliated corporation in which the directors
of Bancorp as applicable immediately prior to such merger,
consolidation or combination constitute less than a majority of the
board of directors of the surviving, new or combined entity unless
one-half of the board of directors of the surviving, new or
combined entity were directors of Bancorp immediately prior to such
transaction and Bancorp's chief executive officer immediately prior
to such transaction continues as the chief executive officer of the
surviving, new or combined entity; or
(C) During any period of two consecutive
calendar years, individuals who at the beginning of such period
constitute the Board of Directors of Bancorp cease for any reason to
constitute at least two-thirds thereof, unless the election or
nomination for the election by Bancorp's stockholders of each new
director was approved by a vote of at least two-thirds of the
directors then still in office who were directors at the beginning
of the period; or
(D) The transfer of all or substantially all
of Bancorp's assets or all or substantially all of the assets of its
primary subsidiaries.
(ii) Time of Change in Control. For purposes of this
Agreement, a Change in Control of Bancorp shall be deemed to occur on the
earlier of:
(A) The first date on which a single person
or entity or group of affiliated persons or entities acquire the
beneficial ownership of 25% or more of Bancorp's voting securities;
or
(B) Forty-five (45) days prior to the date
Bancorp enters into a definitive agreement to merge, consolidate,
combine or sell the assets of Bancorp; provided however, that for
purposes of any resignation by the Executive, the Change in Control
shall not be deemed to occur until the consummation of the merger,
consolidation, combination or sale, as the case may
be, except if this Agreement is not expressly assumed in writing by
the acquiring company, then the Change in Control shall be deemed to
occur the day before the consummation; and further provided that if
any definitive agreement to merge, consolidate, combine or sell
assets is terminated without consummation of the acquisition, then
no Change in Control shall have been deemed to have occurred; or
(C) The date upon which the election of
directors occurs qualifying under Section b(i)(C) above.
c. Contract Period. "Contract Period" shall mean the period
commencing the day immediately preceding a Change in Control and ending on the
earlier of (i) two years after the consummation of any event giving rise to the
Change in Control or (ii) the date the Executive would attain age 65.
d. Exchange Act. "Exchange Act" means the Securities Exchange
Act of 1934, as amended.
e. Good Reason. When used with reference to a voluntary
termination by Executive of her employment with the Company, "Good Reason" shall
mean any of the following, if taken without Executive's express written consent:
(i) The assignment to Executive of any duties
inconsistent with, or the reduction of authority, powers or
responsibilities associated with, Executive's position, title, duties,
responsibilities and status with the Company immediately prior to a Change
in Control; any removal of Executive from, or any failure to re-elect
Executive to, any position(s) or office(s) Executive held immediately
prior to such Change in Control. A change in position, title, duties,
responsibilities and status or position(s) or office(s) resulting
from a Change in Control or from a merger or consolidation of the Company
into or with another bank or company shall not meet the requirements of
this paragraph if, and only if, the Executive's new title, duties and
responsibilities are accepted in writing by the Executive, in the sole
discretion of the Executive.
(ii) A reduction by the Company in Executive's annual
base compensation as in effect immediately prior to a Change in Control or
the failure to award Executive any annual increases in accordance
herewith;
(iii) A failure by the Company to continue any bonus
plan in which Executive participated immediately prior to the Change in
Control or a failure by the Company to continue Executive as a participant
in such plan on at least the same basis as Executive participated in such
plan prior to the Change in Control;
(iv) The Company's transfer of Executive to another
geographic location outside of New Jersey or more than 25 miles from her
present office location, except for required travel on Company's business
to an extent substantially consistent with Executive's business travel
obligations immediately prior to such Change in Control;
(v) The failure by the Company to continue in effect any
employee benefit plan, program or arrangement (including, without
limitation the Company's 401(k) plan, the Company's pension plan, life
insurance plan, health and accident plan, disability plan, or stock option
plan) in which Executive is participating immediately prior to a Change in
Control (except that the Company may institute or continue plans, programs
or arrangements providing Executive with substantially similar benefits);
the taking of any action by the Company which would adversely affect
Executive's participation in or materially reduce Executive's benefits
under, any of such plans, programs or arrangements;
the failure to continue, or the taking of any action which would deprive
Executive, of any material fringe benefit enjoyed by Executive immediately
prior to such Change in Control; or the failure by the Company to provide
Executive with the number of paid vacation days to which Executive was
entitled immediately prior to such Change in Control;
(vi) The failure by the Company to obtain an assumption
in writing of the obligations of the Company to perform this Agreement by
any successor to the Company and to provide such assumption to the
Executive prior to any Change in Control; or
(vii) Any purported termination of Executive's
employment by the Company during the term of this Agreement which is not
effected pursuant to all of the requirements of this Agreement; and, for
purposes of this Agreement, no such purported termination shall be
effective.
f. Voting Securities. "Voting securities" means Bancorp's
common stock, together with any preferred stock entitled to vote generally in
elections for directors or other matters. With respect to preferred stock, in
determining the percentage of beneficial ownership of voting securities, the
number of votes to which the holder is entitled in the election of directors
with the common holders, and not the number of shares, shall be the basis of the
calculation.
2. Employment. During the Contract Period, the Company hereby agrees
to employ the Executive, and the Executive hereby accepts employment upon the
terms and conditions set forth herein.
3. Position. During the Contract Period the Executive shall be
employed as the Executive Vice President of Bancorp and the Bank, or such other
corporate or divisional profit center as shall then be the principal successor
to the business, assets and properties of the Company,
with substantially the same title and the same duties and responsibilities as
before the Change in Control. The Executive shall devote her full time and
attention to the business of the Company, and shall not during the Contract
Period be engaged in any other business activity. This paragraph shall not be
construed as preventing the Executive from managing any investments of her which
do not require any substantial service on her part in the operation of such
investments.
4. Cash Compensation. The Company shall pay to the Executive
compensation for her services during the Contract Period as follows:
a. Annual Salary. An annual salary equal to the annual salary
in effect as of the Change in Control. The annual salary shall be payable in
installments in accordance with the Company's usual payroll method. The annual
salary shall not be reduced during the Contract Period.
b. Annual Bonus. An annual cash bonus equal to the highest of
the bonuses paid to the Executive for the three fiscal years prior to the Change
in Control. The bonus shall be payable at the time and in the manner which the
Company paid such bonuses prior to the Change in Control.
c. Annual Review. The Board of Directors of the Company during
the Contract Period shall review annually, or at more frequent intervals which
the Board determines is appropriate, the Executive's compensation and shall
award her additional compensation to reflect the Executive's performance, the
performance of the Company and competitive compensation levels, all as
determined in the discretion of the Board of Directors.
5. Expenses and Fringe Benefits.
a. Expenses. During the Contract Period, the Executive shall
be entitled to reimbursement for all business expenses incurred by her with
respect to the business of
the Company in the same manner and to the same extent as such expenses were
previously reimbursed to her immediately prior to the Change in Control.
b. Supplemental Executive Retirement Plan. During the Contract
Period, if the Executive was entitled to benefits under the Company's
Supplemental Executive Retirement Plan ("SERP") prior to the Change in Control,
the Executive shall be entitled to continued benefits under the SERP after the
Change in Control and such SERP may not be modified to reduce or eliminate the
accrual of or vesting of such benefits during the Contract Period.
c. Club Membership and Automobile. If prior to the Change in
Control, the Executive was entitled to membership in a country club and/or the
use of an automobile, she shall be entitled to the same membership and/or use of
an automobile at least comparable to the automobile provided to her prior to the
Change in Control during the Contract Period.
d. Other Benefits. The Executive also shall be entitled to
vacations and sick days, in accordance with the practices and procedures of the
Company, as such existed immediately prior to the Change in Control. During the
Contract Period, the Executive also shall be entitled to hospital, health,
medical and life insurance, and any other benefits enjoyed, from time to time,
by senior officers of the Company, all upon terms as favorable as those enjoyed
by other senior officers of the Company. Notwithstanding anything in this
paragraph 5(d) to the contrary, if the Company adopts any change in the benefits
provided for senior officers of the Company, and such policy is uniformly
applied to all officers of the Company (and any successor or acquirer of the
Company, if any), including the chief executive officer of such entities, then
no such change shall be deemed to be contrary to this paragraph.
6. Termination for Cause. The Company shall have the right to
terminate the Executive for Cause, upon written notice to her of the termination
which notice shall specify the reasons for the termination and provide, if
practical, an opportunity for the Executive to cure such Cause. In the event of
a valid termination for Cause the Executive shall not be entitled to any further
benefits under this Agreement.
7. Disability. During the Contract Period if the Executive becomes
permanently disabled, or is unable to perform her duties hereunder for 4
consecutive months in any 12 month period, the Company may terminate the
employment of the Executive. In such event, the Executive shall be entitled to
the payments and benefits provided under Section 9 hereof as if the Executive
had been terminated hereunder without Cause upon such date.
8. Death Benefits. Upon the Executive's death during the Contract
Period, the Executive shall be deemed to terminate without cause as of the date
of death and her estate shall be entitled to the payments and benefits provided
under Section 9 hereof as if the Executive had been terminated without cause
upon such date.
9. Termination Without Cause or Resignation.
a. Termination Without Cause. The Company may terminate the
Executive without Cause during the Contract Period by written notice to the
Executive.
b. Resignation for Good Reason in First 90 Days After a Change
in Control. For the first 90 days after a Change in Control, the Executive may
resign for Good Reason during the Contract Period upon prior written notice to
the Company.
c. Resignation After First 90 Days. Commencing 90 calendar
days after a Change in Control and continuing thereafter during the Contract
Period, the Executive may
resign for any reason whatsoever and need not specify the reason, upon four
weeks written notice to the Company and, for these purposes, the effective date
of the resignation and not the date of the notice must be 90 calendar days after
the Change in Control.
d. Payments and Benefits. If the Company terminates the
Executive's employment during the Contract Period without Cause or if the
Executive resigns for Good Reason under paragraph 9(b) or for any reason under
paragraph 9(c), the Company shall, as promptly as practical but in no event
later than 10 business days after the termination of employment pay the
Executive a lump sum (the "Lump Sum") equal to 3.0 times the sum of (i) the
annual salary paid to the Executive immediately prior to the Change in Control
plus (ii) the highest annual incentive bonus paid to the Executive for any
fiscal year during each of the three fiscal years immediately prior to the
Change in Control. For these purposes, any deferral of salary or bonus by the
Executive under the Company's 401(k) plan or otherwise shall be included in
salary and bonus. The Company also shall continue to provide the Executive, her
spouse and eligible dependents for a period of three years following the
termination of employment, with health, hospitalization and medical insurance,
as were provided at the time of the Change in Control, at the Company's cost,
subject only to the responsibility of the Executive to continue to pay a portion
of the premium, as well as co-pays or deductibles in such amounts as were paid
by the Executive prior to the termination. The Lump Sum and the benefits
provided hereunder shall be subject to Section 10 hereof.
e. No Duty to Mitigate. The Executive shall not have a duty to
mitigate the damages suffered by her in connection with the termination by the
Company of her employment without Cause under paragraph 9(a) or a resignation
under paragraphs 9(b) and 9(c) during the Contract Period. The Company shall not
be entitled to offset from the payment due to the Executive hereunder any
amounts due from or claims against the Executive.
f. Legal Fees and Expenses. If the Company fails to pay the
Executive the Lump Sum due him under this Agreement or to provide her with the
health, hospitalization and medical insurance benefits due under this Agreement,
the Executive, after giving 10 days' written notice to the Company identifying
the Company's failure, shall be entitled to recover from the Company, monthly
upon demand, any and all of her legal fees and other expenses incurred in
connection with her enforcement against the Company of the terms of this
Agreement.
10. Certain Reduction of Payments and Benefits.
a. Reduction. Anything in this Agreement to the contrary
notwithstanding, prior to the payment of the Lump Sum or the benefits payable
hereunder in connection with the Executive's termination of employment, the
certified public accountants for the Company immediately prior to a Change in
Control (the "Certified Public Accountants"), shall determine as promptly as
practical and in any event within 20 business days following the termination of
employment of Executive whether any payment or distribution by the Company to or
for the benefit of the Executive (whether paid or payable or distributed or
distributable pursuant to the terms of this Agreement or otherwise) (a
"Payment") would more likely than not be nondeductible by Bancorp for Federal
income purposes because of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code"), and if it is then the aggregate present value of amounts
payable or distributable to or for the benefit of the Executive pursuant to this
Agreement in connection with the Executive's termination of employment (such
payments or distributions pursuant to this Agreement are hereinafter referred to
as "Agreement Payments") shall be reduced (but not below zero) to the Reduced
Amount. For purposes of this paragraph, the "Reduced Amount" shall be an amount
expressed in present value which maximizes the aggregate present value of
Agreement Payments without causing any Payment to be nondeductible by Bancorp
because of said Section 280G of the Code.
b. Executive Selection of Reductions. If under paragraph (a)
of this section the Certified Public Accountants determine that any payment
would more likely than not be nondeductible by Bancorp because of Section 280G
of the Code, Bancorp shall promptly give the Executive notice to that effect and
a copy of the detailed calculation thereof and of the Reduced Amount, and the
Executive may then elect, in her sole discretion, which and how much of the
Agreement Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Agreement Payments equals the
Reduced Amount), and shall advise Bancorp in writing of her election within 5
business days of her receipt of notice. If no such election is made by the
Executive within such 5-day period, Bancorp may elect which and how much of the
Agreement Payments shall be eliminated or reduced (as long as after such
election the aggregate present value of the Agreement Payments equals the
Reduced Amount) and shall notify the Executive promptly of such election. For
purposes of this paragraph, present value shall be determined in accordance with
Section 280G(d)(4) of the Code. All determinations made by the Certified Public
Accountants shall be binding upon Bancorp and the Executive and shall be made as
promptly as practical but in any event within 20 days of a termination of
employment of the Executive. Bancorp may suspend for a period of up to 30 days
after termination of employment the payment of the Lump Sum and any other
benefits due to the
Executive under this Agreement until the Certified Public Accounts finish the
determination and the Executive (or Bancorp, as the case may be) elect how to
reduce the Agreement Payments, if necessary. As promptly as practicable
following such determination and the elections hereunder, the Company shall pay
to or distribute to or for the benefit of the Executive such amounts as are then
due to the Executive under this Agreement and shall promptly pay to or
distribute for the benefit of the Executive in the future such amounts as they
become due to the Executive under this Agreement.
c. Overpayments and Underpayments. As a result of the
uncertainty in the application of Section 280G of the Code, it is possible that
Agreement Payments may have been made by the Company which should not have been
made ("Overpayment") or that additional Agreement Payments which will have not
been made by Bancorp could have been made ("Underpayment"), in each case,
consistent with the calculation of the Reduced Amount hereunder. In the event
that the Certified Public Accountants, based upon the assertion of a deficiency
by the Internal Revenue Service against Bancorp or Executive which said
Certified Public Accountants believe has a high probability of success,
determines that an Overpayment has been made, any such Overpayment shall be
treated for all purposes as a loan to Executive which Executive shall repay to
Bancorp together with interest at the applicable Federal rate provided for in
Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be
payable by Executive to Bancorp in and to the extent such payment would not
reduce the amount which is subject to taxation under Section 4999 of the Code.
In the event that the Certified Public Accountants, based upon controlling
precedent, determine that an Underpayment has occurred, any such Underpayment
shall be promptly paid by the Company to or for the benefit of
the Executive together with interest at the applicable Federal rate provided for
in Section 7872(f)(2)(A) of the Code.
11. Non-Disclosure of Confidential Information.
a. Non-Disclosure of Confidential Information. Except in the
course of her employment with the Company and in the pursuit of the business of
the Company or any of its subsidiaries or affiliates, the Executive shall not,
at any time during or following the Contract Period, disclose or use, any
confidential information or proprietary data of the Company or any of its
subsidiaries or affiliates. The Executive agrees that, among other things,
information concerning the identity of and the Company's relations with its
customers is confidential information.
b. Specific Performance. Executive agrees that the Company
does not have an adequate remedy at law for the breach of this section and
agrees that she shall be subject to injunctive relief and equitable remedies as
a result of the breach of this section. The invalidity or unenforceability of
any provision of this Agreement shall not affect the force and effect of the
remaining valid portions. No violation of this Section 11 shall entitle the
Company to withhold any payment or benefit due the Executive hereunder.
c. Survival. This section shall survive the termination of the
Executive's employment hereunder and the expiration of this Agreement.
12. Term and Effect Prior to Change in Control.
a. Term. Except as otherwise provided for hereunder, this
Agreement shall commence on the date hereof and shall remain in effect for a
period of 3 years from the date hereof (the "Initial Term") or until the end of
the Contract Period, whichever is later. The Initial Term shall be automatically
extended for an additional one year period on the anniversary date hereof (so
that the Initial Term is always 3 years) unless on or before such date the Board
of
Directors of Bancorp by resolution passed by a majority vote of the Directors
then in office, votes not to extend the Initial Term any further. The Company
shall promptly advise the Executive in writing of the passage of such resolution
and if it fails to do so the passage of such resolution shall be ineffective.
b. No Effect Prior to Change in Control. Prior to a Change in
Control, this Agreement shall not affect any rights of the Company to terminate
the Executive or the benefits payable to the Executive. The rights and
liabilities provided hereunder shall only become effective upon a Change in
Control. If the employment of the Executive by the Company is ended for any
reason whatsoever prior to a Change in Control, this Agreement shall thereafter
be of no further force and effect.
13. Compensation and Benefits Provided Not in Derogation of Other
Benefits. Anything to the contrary herein contained notwithstanding, the payment
or obligation to pay any monies, or granting of any benefits, rights or
privileges to Executive as provided in this Agreement shall not be in lieu or
derogation of the rights and privileges that the Executive now has or will have
under any plans or programs of or agreements with the Company, except that the
Executive shall not be entitled to the benefits of any other plan or program of
the Company or agreement with the Company expressly providing for severance or
termination pay or post-employment medical benefits. In furtherance of the
foregoing, this Agreement is not in derogation of, but rather supplemental to,
the rights and benefits of the Executive, if any, under any stock option plan,
restricted stock plan, pension plan, 401(k) plan and SERP.
14. Notice. During the Contract Period, any notice of termination of
the employment of the Executive by the Company or by the Executive to the
Company shall be communicated by written Notice of Termination to the other
party hereto. For purposes of this
Agreement, a "Notice of Termination" shall mean a dated notice which shall (i)
indicate the specific termination provision in this Agreement relied upon; (ii)
set forth, if necessary, in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the employment of the Executive or
from the Company under the provision so indicated; (iii) specify a date of
termination, which shall be not less than four weeks nor more than six weeks
after such Notice of Termination is given, except in the case of termination of
employment by the Company of the Executive for Cause pursuant to Section 6
hereof, in which case the Notice of Termination may specify a date of
termination as of the date such Notice of Termination is given; and (iv) be
given by personal delivery or, if the individual is not personally available, by
certified mail to the last known address of the individual. Upon the death of
the Executive, no Notice of Termination need be given.
15. Payroll and Withholding Taxes. All payments to be made or
benefits to be provided hereunder by the Company shall be subject to applicable
federal and state payroll or withholding taxes. Any Gross-Up Payment shall be
made in the form of withholding taxes and shall not be paid to the Executive,
but shall be sent to the IRS in the ordinary course of the Company's payroll
withholding.
16. Miscellaneous. This Agreement is the joint and several
obligation of Bancorp and the Bank. The terms of this Agreement shall be
governed by, and interpreted and construed in accordance with, the laws of New
Jersey. This Agreement supersedes all prior agreements and understandings with
respect to the matters covered hereby. The amendment or termination of this
Agreement may be made only in a writing executed by the Company and the
Executive, and no amendment or termination of this Agreement shall be effective
unless and until made in such a writing. This Agreement shall be binding upon
any successor (whether direct or indirect, by purchase, merger, consolidation,
liquidation or otherwise) to all or substantially all of
the assets of the Company. This Agreement is personal to the Executive and the
Executive may not assign any of her rights or duties hereunder but this
Agreement shall be enforceable by the Executive's legal representatives,
executors or administrators. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, and it shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart.
IN WITNESS WHEREOF, Bancorp and Xxxxxx United Bank each have caused
this Agreement to be signed by their duly authorized representatives pursuant to
the authority of their Boards of Directors, and the Executive has personally
executed this Agreement, all as of the day and year first written above.
ATTEST: XXXXXX UNITED BANCORP
X. XXXX VAN BORKULO-XXXXX By: XXXXXXX X. XXXXXXX
------------------------- ----------------------------
X. Xxxx Van Borkulo-Xxxxx Xxxxxxx X. Xxxxxxx,
Corporate Secretary Chairman, President & CEO
ATTEST: XXXXXX UNITED BANK
X. XXXX VAN BORKULO-XXXXX By: XXXXXXX X. XXXXXXX
------------------------- ----------------------------
X. Xxxx Van Borkulo-Xxxxx Xxxxxxx X. Xxxxxxx,
Corporate Secretary Chairman, President & CEO
WITNESS:
------------------------ XXXXX XXXXXXXXX
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Xxxxx Xxxxxxxxx
