Exhibit 10.15
SUPPLEMENTAL RETIREMENT AGREEMENT
This Supplemental Retirement Agreement is made this ____ day of
____________, 1997, by and between [OFFICER] (the "Officer") and [COMPANY]
(the "Company").
W I T N E S S E T H:
WHEREAS, __________________ and the Officer have heretofore entered
into one or more agreements (the "Prior Agreements") providing
supplemental retirement, deferred compensation or similar benefits, which
Prior Agreements are identified in Appendix A hereto; and
WHEREAS, the Company and the Officer wish to enter into this
Agreement, which shall amend, restate, supersede and replace the Prior
Agreements;
NOW, THEREFORE, the parties agree that the Prior Agreements are
hereby amended and restated as follows:
ARTICLE I
SCOPE OF AGREEMENT
1.1 Effect on Prior Agreements. This Agreement shall supersede and
replace the Prior Agreements, effective as of the date of this Agreement,
and the parties shall thereafter have no further rights or obligations
under the Prior Agreements.
1.2 Effect on Change of Control Agreements. If the Officer is a
party to an agreement which is binding on the Company (or on Interstate
Energy Corporation, which is the Company's parent corporation) and which
takes effect in the event of a change in control, such agreement shall
supersede and control over the provisions of this Agreement in the event
of any conflict between the two.
1.3 No Contract of Employment. This Agreement does not constitute
an employment agreement between the Officer and the Company. Nothing in
this Agreement shall affect the Company's right to terminate the Officer's
employment or position as an officer at any time, with or without cause.
1.4 Effect on Other Benefits. Nothing in this Agreement shall
modify, impair or otherwise affect the rights of the Officer to
participate in or receive benefits under any other employee benefit plan
of the Company, it being understood that the rights of the Officer to
participate in or receive benefits under any such plan shall be determined
in accordance with the provisions of such plan and shall not be affected
by the provisions of this Agreement.
ARTICLE II
DEFINITIONS
2.1 Board of Directors means the Board of Directors of Interstate
Energy Corporation or any committee of the Board which is designated by
the Board of Directors, or permitted by the Bylaws of the Interstate
Energy Corporation, to act on behalf of the Board of Directors.
2.2 Continuous Employment means the Officer's last continuous period
of employment with the Company immediately preceding the Officer's
retirement. If the Officer has been continuously employed by the Company
since the merger of IES Industries Inc., WPL Holdings, Inc. and Interstate
Power Company, the Officer's Continuous Employment shall also include his
or her last continuous period of employment with IES Industries Inc., WPL
Holdings, Inc. or Interstate Power Company, and their respective
subsidiaries, immediately preceding the date of such merger. If the
Officer's Supplemental Benefit is computed by using the Officer's Prior
Employer Benefit as set forth in Paragraph 3.1, the Officer's service with
such prior employers shall also be treated as Continuous Employment.
2.3 Dependent Child or Children means any child of the Officer who,
on the date of any payment under this Agreement, is 18 years of age or
under, is 24 years of age or under and is a "student" as defined in
Section 151(c)(4) of the Internal Revenue Code, or is a "substantially
handicapped person" as that term is defined in Chapter 161-8.26 of the
Iowa Administrative Code, as amended. The term "child" includes any
naturally born or legally adopted child; provided, in the case of an
adopted child, that the adoption became final prior to such child's 18th
birthday.
2.4 Disabled means the Officer has satisfied (and continues to
satisfy) the requirements for receiving disability benefits under the
terms of the Company's long-term disability plan.
2.5 Earnings means the Officer's base salary, bonus and/or annual
incentive pay for personal services rendered to the Company. The
Officer's base salary shall be treated as Earnings in the calendar year in
which it is paid, regardless of when it is earned. The Officer's bonus
and/or annual incentive pay shall be treated as Earnings in the calendar
year in which it is earned, regardless of when it is paid.
2.6 Final Average Earnings means the Officer's average monthly
Earnings for the three consecutive calendar years out of the Officer's
last ten calendar years of employment with the Company that yields the
highest average. If the Officer has been employed by the Company for
fewer than three calendar years, the Officer's Final Average Earnings
shall be the Officer's average monthly Earnings for all of his or her
completed calendar years of employment with the Company.
2.7 Internal Revenue Code means the Internal Revenue Code of 1986,
as amended.
2.8 Normal Retirement Date means the later of the Officer's 65th
birthday or the date on which the Officer completes 10 years of Continuous
Employment.
2.9 Pension Plan means any defined benefit pension plan of the
Company, Interstate Energy Corporation, or their respective subsidiaries
which is qualified under Section 401(a) of the Internal Revenue Code and
from which the Officer is entitled to a benefit.
2.10 Prior Employer Benefit means the monthly amounts payable to the
Officer or the Officer's Surviving Spouse from any of the Officer's prior
employers' qualified or non-qualified defined benefit pension or similar
type of plans, which are attributable to the prior employers'
contributions to such plans.
2.11 Supplemental Benefit means the benefit described in Paragraph
3.1 and payable to the Officer pursuant to Articles III, IV or V.
2.12 Surviving Spouse means the individual, if any, who is legally
married to the Officer at the time of the Officer's death.
ARTICLE III
NORMAL RETIREMENT BENEFIT
3.1 Supplemental Benefit.
Subject to the following provisions of this Article III, if the Officer
remains a full-time employee and an eligible officer of the Company until
his or her Normal Retirement Date, the Officer shall receive a
Supplemental Benefit equal to 60% of the Officer's Final Average Earnings,
reduced by the sum of:
(i) the monthly benefit payable to the Officer from the
Pension Plan; plus
(ii) the monthly amount of the Officer's Prior Employer
Benefit.
The Supplemental Benefit shall be paid in equal monthly installments,
commencing on the first day of the month following the Officer's
retirement from the Company as both an officer and an employee and ending
when 216 monthly payments have been made to the Officer.
(a) For the purposes of Subparagraph (a), the amount of the
Officer's monthly benefit from the Pension Plan shall be determined as
follows:
(i) If the Officer receives a joint and survivor annuity
from the Pension Plan and the Officer's Surviving Spouse is the
joint annuitant, the Officer's monthly benefit from the Pension
Plan shall be the monthly amount payable to the Officer under
such joint and survivor annuity.
(ii) If the Officer receives a single life annuity from the
Pension Plan, the Officer's monthly benefit from the Pension
Plan shall be the monthly amount payable to the Officer under
such single life annuity.
(iii) If the Officer receives any other form of payment
from the Pension Plan, such other form of payment shall be
converted to an actuarially equivalent single life annuity,
using the actuarial assumptions then in use for such purpose
under the Pension Plan, and the Officer's monthly benefit from
the Pension Plan shall be the monthly amount that would be
payable to the Officer under such single life annuity.
(iv) If a portion of the Officer's benefits under the
Pension Plan have been awarded to an Alternate Payee pursuant to
a qualified domestic relations order, as defined in Section
414(p) of the Internal Revenue Code, the Officer's monthly
benefit from the Pension Plan shall be deemed to be the amount
that would have been payable to the Officer if no such order had
been entered.
(v) The Officer's monthly benefit from the Pension Plan
shall be determined as though it had commenced on the same date
as the Officer's Supplemental Benefit, regardless of when the
Officer's Pension Plan benefit actually commences.
(vi) Any increase in the monthly amount of the Officer's
Pension Plan benefit shall correspondingly reduce the monthly
amount of the Officer's Supplemental Benefit unless the Board of
Directors provides by resolution that the Supplemental Benefit
shall not be so reduced.
(b) For the purposes of Subparagraph (a), the monthly amount of
the Officer's Prior Employer Benefit shall be determined, and shall be
included in the computation of the Supplemental Benefit, in the sole and
absolute discretion of the Board of Directors.
3.2 Officer's Death After Receiving Twelve Years of Benefit
Payments. If the Officer dies after receiving at least 144 monthly
Supplemental Benefit payments, the Officer's Supplemental Benefit shall
terminate upon the Officer's death (with the full monthly payment being
made for the month in which such death occurs), and the Company shall have
no further obligation to make any payments under this Article.
3.3 Officer's Death Prior to Receiving Twelve Years of Benefit
Payments.
(a) If the Officer dies after the commencement of Supplemental
Benefit payments but prior to receiving 144 monthly payments, the
Officer's Surviving Spouse (if any) shall continue to receive the monthly
payments determined under Paragraph 3.1 until the date on which the
Officer and such Surviving Spouse have received a total of 144 monthly
payments. If both the Officer and the Officer's Surviving Spouse die
before they have received a total of 144 monthly payments, the monthly
payments determined under Paragraph 3.1 shall continue to be paid to the
Officer's Dependent Children until a total of 144 monthly Supplemental
Benefit payments have been made to the Officer, the Officer's Surviving
Spouse, and the Officer's Dependent Children.
(b) Payments under this Paragraph 3.3 shall be made only to the
Officer's Surviving Spouse and Dependent Children, and in no event shall
such payments be made to the estate or heirs of the Officer, to the
estates or heirs of the Officer's Surviving Spouse or Dependent Children,
or to any persons other than the Officer's Surviving Spouse or Dependent
Children. If a payment to Dependent Children is due on a date when there
is more than one Dependent Child, such payment shall be equally divided
among those persons who qualify as Dependent Children on the date the
payment is due. If the Officer is deceased and there are no individuals
who qualify as the Officer's Surviving Spouse or Dependent Children on the
date a payment is due, the Company shall have no further obligation to
make payments under this Article.
ARTICLE IV
EARLY RETIREMENT BENEFIT
4.1 Supplemental Benefit. If the Officer retires at or after age 55
but prior to his or her Normal Retirement Date with 10 or more years of
Continuous Employment, the Officer shall receive the Supplemental Benefit
described in Article III commencing on the first day of the month
following the Officer's retirement from the Company as both an Officer and
an employee. If the Officer's Supplemental Benefit begins prior to age
62, the monthly amount shall be reduced by one quarter of one percent
(.25%) for each month by which the date on which the Officer retires
precedes his or her Normal Retirement Date.
4.2 Payment of Benefit. The amount payable under this Article IV
shall be calculated and paid in the same manner, and shall be subject to
the same conditions and limitations, as the benefit described in Article
III.
ARTICLE V
DISABILITY BENEFIT
5.1 Supplemental Benefit. If the Officer becomes Disabled prior to
his or her termination of employment with the Company, and continues to be
Disabled until he or she would have been entitled to a Supplemental
Benefit under Articles III or IV, the Officer shall be eligible to receive
a Supplemental Benefit commencing on the first day of the month following
the date on which the Officer ceases to be entitled to disability benefits
under the Company's long-term disability plan. The amount payable under
this Article V shall be calculated and paid in the same manner, and shall
be subject to the same conditions and limitations, as the benefit
described in Article III (if the Officer ceases to be entitled to
disability benefits at or after his or her Normal Retirement Date) or in
Article IV (if the Officer ceases to be entitled to disability benefits
prior to his or her Normal Retirement Date but after becoming entitled to
a Supplemental Benefit under Article IV).
5.2 Cessation of Disability. If the Officer becomes Disabled while
employed as an eligible officer the Company, but ceases to be Disabled
prior to the date on which he or she would have been entitled to a
Supplemental Benefit under Section 5.1, the period during which the
Officer was Disabled shall be included in the Officer's period of
Continuous Employment if (and only if):
(a) the Officer resumes full-time employment with the Company
as an eligible officer within 30 days after he or she ceased to be
Disabled; and
(b) the Officer continues in such employment until he or she
becomes entitled to a Supplemental Benefit under Articles III or IV.
ARTICLE VI
PRERETIREMENT DEATH BENEFIT
6.1 Death Benefit.
(a) If the Officer dies prior to termination of his or her
employment with the Company, the Officer's Surviving Spouse (if any) shall
receive a death benefit equal to 60% of the Officer's Final Average
Earnings, reduced by the sum of:
(i) the monthly benefit payable to the Officer's Surviving
Spouse under the Pension Plan; plus
(ii) the monthly amount of Officer's Prior Employer
Benefit.
The death benefit payable under this Article VI shall be paid in equal
monthly installments, commencing within 30 days after the Officer's death
and ending when 144 monthly payments have been made to the Officer's
Surviving Spouse.
(b) For the purposes of Subparagraph (a), the amount of the
Surviving Spouse's monthly benefit from the Pension Plan shall be
determined as follows:
(i) The Surviving Spouse's monthly benefit from the
Pension Plan shall be the monthly amount payable to the
Surviving Spouse in the form of a single life annuity. If the
Surviving Spouse receives any other form of payment under the
Pension Plan, such other form of payment shall be converted to
an actuarially equivalent single life annuity, using the
actuarial assumptions then in use for such purpose under the
Pension Plan, and the Surviving Spouse's monthly benefit from
the Pension Plan shall be the monthly amount that would be
payable to the Surviving Spouse under such single life annuity.
(ii) If a portion of the Officer's or the Surviving
Spouse's Pension Plan benefit has been awarded to an Alternate
Payee pursuant to a qualified domestic relations order, as
defined in Section 414(p) of the Internal Revenue Code, the
Surviving Spouse's monthly benefit from the Pension Plan shall
be deemed to be the amounts that would have been payable to the
Surviving Spouse if no such order had been entered.
(iii) The Surviving Spouse's monthly benefit from the
Pension Plan shall be determined as though it had commenced on
the same date as the Surviving Spouse's death benefit,
regardless of when such benefit payments actually begin.
(iv) Any increase in the monthly amount of the Surviving
Spouse's Pension Plan benefit shall correspondingly reduce the
monthly amount of the Surviving Spouse's death benefit unless
the Board of Directors provides by resolution that the death
benefit shall not be so reduced.
(c) For the purposes of Subparagraph (a), the monthly amount of
the Officer's Prior Employer Benefit shall be determined, and shall be
included in the computation of the Surviving Spouse's death benefit, in
the sole and absolute discretion of the Board of Directors.
6.2 Surviving Spouse's Death Prior to Receiving Twelve Years of
Benefit Payments.
(a) If there is no Surviving Spouse when the Officer dies, or
if the Officer's Surviving Spouse dies prior to the receipt of 144 monthly
payments, the monthly payments described in Paragraph 6.1 shall be paid
(or continue to be paid) to the Officer's Dependent Children until a total
of 144 monthly Supplemental Benefit payments have been made to the
Officer's Surviving Spouse and Dependent Children.
(b) Payments under this Article VI shall be made only to the
Officer's Surviving Spouse and Dependent Children, and in no event shall
such payments be made to the estate or heirs of the Officer's Surviving
Spouse and Dependent Children or to any persons other than the Officer's
Surviving Spouse and Dependent Children. If a payment to Dependent
Children is due on a date when there is more than one Dependent Child,
such payment shall be equally divided among those persons who qualify as
Dependent Children on the date the payment is due. If there are no
individuals who qualify as the Officer's Surviving Spouse and Dependent
Children on the date a payment is due, the Company shall have no further
obligation to make payments under this Article.
ARTICLE VII
POSTRETIREMENT DEATH BENEFIT
7.1 Death Benefit. If the Officer dies subsequent to the
commencement of Supplemental Benefit payments under Articles III, IV or V,
the Company shall pay a death benefit to the Officer's beneficiary. Such
benefit shall be in addition to the benefits paid to the Officer and the
Officer's Surviving Spouse or Dependent Children under Articles III, IV or
V; however, no death benefit shall be payable under this Article VII if
the Officer's death causes a beneficiary or the estate of the Officer to
receive a death benefit under the disability premium waiver provision of
the Company's group life insurance plan, or if the Officer dies before
retirement.
7.2 Amount of Death Benefit. The death benefit payable pursuant to
Paragraph 7.1 shall be an amount equal to 100% of the Officer's Final
Average Earnings, as determined for the purpose of calculating the amount
of the Officer's benefits under Article III, IV, or V, whichever is
applicable.
7.3 Payment of Death Benefit. The Postretirement Death Benefit
shall be paid to the beneficiary or beneficiaries designated in writing by
the Officer or, in default of such designation or the failure of the
designated beneficiaries to survive the Officer, to the Officer's estate.
The death benefit payable under this Article shall be paid in a single
sum, within 30 days after the date the proper beneficiary has been
identified.
ARTICLE VIII
TERMINATION OF EMPLOYMENT OR LOSS OF POSITION
8.1 Termination of Employment. If the Officer is discharged by the
Company for any reason, or if the Officer's employment with the Company
terminates prior to the date the Officer becomes entitled to a
Supplemental Benefit under Articles III or IV for any reason other than
the Officer's death or disability, the Officer (and his or her Surviving
Spouse, Dependent Children, or other beneficiaries) shall forfeit any and
all rights to receive benefits under this Agreement.
8.2 Loss of Position as Officer. The Officer shall be eligible for
benefits under this Agreement only while holding the position of Vice
President or a higher senior office in the Company. Except as otherwise
provided in Article V (relating to Disability), if the Officer ceases to
hold such a position prior to the Officer's termination of employment, the
Officer (and his or her Surviving Spouse, Dependent Children, or other
beneficiaries) shall forfeit any and all rights to receive benefits under
this Agreement unless the Officer retires with a right to an immediate
benefit under Article III or IV within 30 days after the loss of such
position.
ARTICLE IX
FUNDING
9.1 Unsecured Obligation. The Company's obligations under this
Agreement are an unsecured promise to make benefit payments in the future,
and nothing herein shall be construed as giving the Officer or his or her
beneficiaries any right, title, interest or claim in or to any specific
asset, fund, reserve, account or property owned by the Company, or in
which the Company has any right, title or interest, either now or in the
future. The rights of the Officer and his or her beneficiaries to receive
payments under this Agreement shall be solely those of unsecured general
creditors of the Company.
9.2 "Rabbi" Trust. This Agreement is intended to be unfunded for
the purposes of the Internal Revenue Code and the Employee Retirement
Income Security Act of 1974, as amended. However, nothing in this
Agreement shall preclude the Company from establishing a trust (of the
type commonly known as a "rabbi trust") to assist it in meeting its
obligations under this Agreement. If a rabbi trust was established with
respect to the Officer's Prior Agreements, this Agreement shall be
substituted for the Prior Agreements for all purposes of such trust, and
any reference in such trust to the Prior Agreements shall be deemed to be
a reference to this Agreement.
ARTICLE X
ADMINISTRATION
10.1 Administration and Interpretation. The Board of Directors has
sole and exclusive discretion to interpret the provisions of this
Agreement, and any such interpretation shall be final and binding upon the
Officer unless it is found by a court of competent jurisdiction to have
been arbitrary and capricious. The Board of Directors may adopt such
rules and regulations relating to the administration of this Agreement as
it may deem necessary or advisable.
10.2 Claims Procedure. If the Officer or the Officer's beneficiary
(hereinafter referred to as a "Claimant") is denied any benefit under this
Agreement, he or she may file a claim with the Board of Directors. The
Board of Directors shall notify the Claimant within 90 days of its
allowance or denial of the claim, unless the Claimant receives written
notice from the Board of Directors prior to the end of such 90 day period
that special circumstances require an extension of the time for decision,
which extension shall not exceed an additional 90 days. The notice of the
Board of Directors' decision shall be in writing sent by mail to
Claimant's last known address and, if a denial of the claim, and shall
contain:
(a) the specific reasons for the denial;
(b) specific references to pertinent provisions of this
Agreement on which the denial is based; and
(c) if applicable, a description of any additional information
or material necessary to perfect the claim, an explanation of why
such information or material is necessary and an explanation of the
claim review procedure.
10.3 Review Procedure.
(a) A Claimant is entitled to request a review of any denial of
his or her claim for a benefit. The request for review must be submitted
to the Board of Directors in writing within 60 days of mailing of the
notice of the denial. Absent a request for review within the 60 day
period, the claim will be deemed to have been conclusively denied.
(b) The review shall be conducted by the Board of Directors,
which shall afford the Claimant a hearing and the opportunity to review
all pertinent documents and submit issues and comments orally and in
writing. The Board of Directors shall render a decision within 60 days
after receipt of a request for a review; provided, that in special
circumstances (such as the necessity of holding a hearing) the Board of
Directors may extend the time for decision by not more than 60 days upon
written notice to the Claimant. The Claimant shall receive written notice
of the Board of Directors' decision, together with specific reasons for
the decision and references to the pertinent provisions of this Agreement
which form the basis for the decision.
ARTICLE XI
AMENDMENT AND TERMINATION
11.1 By the Parties. Except as provided in Paragraph 11.2, this
Agreement may not be amended or terminated except by a written instrument
signed by both parties.
11.2 By the Company. At any time prior to the Officer's termination
of employment with a right to receive benefit payments under this
Agreement, this Agreement may be terminated or amended by action of the
Board of Directors in its sole and absolute discretion, without any notice
to or the consent or approval of the Officer; provided, that:
(a) this Agreement may not be amended or terminated by the
Board of Directors unless a similar amendment or termination is made
with respect to all similar agreements between the Company and its
eligible Officers; and
(b) this Agreement may not be amended or terminated in a manner
that would reduce or impair the Officer's right to receive payment of
his or her Accrued Benefit if the Officer subsequently retires under
circumstances that would have entitled the Officer to a benefit if
this Agreement had not been amended or terminated. For the purposes
of this Subparagraph (b), the Officer's "Accrued Benefit" is an
amount equal one-fifteenth of the Supplemental Benefit the Officer
would have been be entitled to receive at retirement if this
Agreement had not been amended or terminated, multiplied by the
Officer's years of Continuous Employment (up to a maximum of 15
years) on the date the Agreement is amended or terminated.
Subject to the foregoing, the right of the Board of Directors to amend or
terminate this Agreement shall include the absolute discretion to make any
amendment prospective or retroactive in application.
ARTICLE XII
RESTRICTIVE COVENANT
12.1 Covenant Not to Compete. Notwithstanding anything in this
Agreement to the contrary, it is expressly agreed that all payments under
this Agreement shall terminate, and that the Company shall have no further
obligation under this Agreement, upon any violation of the provisions of
Paragraph 12.2. Payments pursuant to this Agreement are intended to serve
as consideration for this covenant not to compete.
12.2 Scope of Covenant. If, during the period set forth herein and
within the service area in which the Company or any of its affiliated
companies provides utility services (or in the case of any non-utility
business, within the geographic area served by such business), the Officer
accepts employment with or becomes a consultant to, or the Officer or his
or her Surviving Spouse becomes a partner or shareholder in, any business
that is in competition with the business of the Company or any of its
affiliated companies, and the Officer or his or her Surviving Spouse fails
to terminate such position within 30 days after notice from the Board of
Directors of the violation of this covenant not to compete, the Officer
and the Officer's beneficiaries shall forfeit all rights to future
payments under this Agreement. However, the Officer and his or her
Surviving Spouse may hold up to a five percent interest in any company
that is traded on the New York Stock Exchange, American Stock Exchange or
other national or over-the-counter exchange without violating the
provisions of this Paragraph 12.2. Any violation of the provisions set
forth above during the period commencing on the date of the Officer's
termination of employment with the Company and ending on the third
anniversary of such date shall constitute a violation of this Article and
shall result in the termination of all future payments under this
Agreement. The determination of the Board of Directors as to whether a
business is in competition with the Company and whether the competition is
occurring in the geographic area designated above shall be controlling for
purposes of this Agreement.
12.3 Reasonableness of Restrictions. The Officer agrees that the
restrictions set forth in this Article XII including, but not limited to,
the time period and the geographical area of such restrictions are fair
and reasonable and are reasonably required for the protection of the
interests of the Company and its affiliated companies. In the event that,
notwithstanding the foregoing, any of the provisions of this Article XII
shall be held to be invalid or unenforceable, the remaining provisions
thereof shall nevertheless continue to be valid and enforceable as though
the invalid or unenforceable parts had not been included. In the event
that any provision of this Article XII relating to the time period and/or
the areas of restriction shall be declared by a court of competent
jurisdiction to exceed the maximum time period or areas such court deems
reasonable and enforceable, the time period and/or areas of restriction
deemed reasonable and enforceable by said court shall become and
thereafter be the maximum time period and/or areas.
ARTICLE XIII
GENERAL PROVISIONS
13.1 Assignability of Benefits. Neither the Officer nor his or her
beneficiaries shall have the power to transfer, assign, anticipate,
mortgage or otherwise encumber any right to receive a payment in advance
of such payment, and any attempted transfer, assignment, anticipation,
mortgage or encumbrance shall be void. No payment shall be subject to
seizure for payment of public or private debts, judgments, alimony or
separate maintenance, or be transferable by operation of law in the event
of bankruptcy, insolvency or otherwise.
13.2 Applicable Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Iowa, except to the
extent the same are superseded by applicable federal law.
13.3 Tax Withholding. The Company shall withhold all applicable
income and other taxes required on all payments under this Agreement.
13.4 Counterparts. This Agreement may be signed in counterparts,
which together shall constitute written evidence of the complete agreement
of the parties.
13.5 Headings. The headings in this Agreement are for convenience
only and shall not be used to interpret or construe its provisions.
IN WITNESS WHEREOF, the parties have hereto set their respective
hands on the day and year first above written.
------------------------------------
"OFFICER"
[COMPANY]
By__________________________________
"COMPANY"
