**Exhibit 10(ii) A(1)**

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**EMPLOYMENT CONTRACT**

** **

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day of January 2005,between MONTEREY COUNTY BANK, a California corporation **(**Bank”), and CHARLES T. CHRIETZBERG,JR. (“Executive”)

 

WITNESSETH

 

WHEREAS, Executive has served as the Chairman and Chief ExecutiveOfficer of Bank since 1987 with distinction, leading the Bank to a “PremierPerforming” rating in 1992, “Super Premier Performing” rating in 2003, reducingthe level of non—performing loans from one far in excess of state averages toone which is far below state averages, and becoming the only Chief ExecutiveOfficer in the Bank’s history whose tenure generated net profits; and

 

WHEREAS, the latest Employment Agreement between Executive and Bankexpires as of December 31, 2005; and

 

WHEREAS, Bank desires that Executive continue to be employed as Bank’sChairman, President and Chief Executive Officer, and to document the terms ofsuch employment; and

 

WHEREAS, Executive is willing to be employed as Bank’s Chairman,President and Chief Executive Officer under the terms and conditions hereinstated.

 

NOW,THEREFORE, in consideration of the mutual covenants and agreements hereinaftercontained, and other good and valuable consideration, it****is hereby agreed by and betweenthe parties hereto as follows:

 

A.                                    TERMOF EMPLOYMENT

 

1.                                     Term.Bank hereby agrees to continue to employ Executive, and Executive herebyaccepts employment with Bank, for the period of three (3) years,commencing on January 1, 2005, subject however, to prior termination ofthis Agreement as hereinafter provided (the “Term”).  When used herein, “Term” shall refer to theentire period of employment of Executive by Bank hereunder commencing January 1,2005 (the “Effective Date”), whether for the period provided above, or whetherterminated earlier as hereinafter provided.

 

B.                                      DUTIES OFEXECUTIVE

 

1.                                       Duties.Executive shall perform the duties of Chairman of the Board, President andChief Executive Officer of Bank, subject to the powers by law vested in theBoard of Directors                    ofBank and in Bank’s shareholders, and shall serve as a Director of Bank ifelected by the shareholders.  During theTerm, Executive shall perform exclusively the services herein contemplated tobe performed by Executive with due care, faithfully, diligently, to the best ofExecutive’s ability and in compliance with all applicable laws, policiesadopted by the Board of Directors, and Bank’s Articles of

 

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Incorporation and Bylaws.

 

2.                                     Exclusivity.Executive shall devote Executive’s entire productive time, ability andattention to the business of Bank during the Term. Executive shall not directlyor indirectly render any services of a business, commercial or professionalnature to any other person, firm or corporation, whether for compensation orotherwise, without prior consent evidenced by a resolution duly adopted by theBoard of Directors of the Bank, or the Executive Committee thereof.Notwithstanding the foregoing, Executive may make investments of a passive naturein any business or venture, provided however, that such business or venture isneither in competition or conflict,

 

3.                                     Uniqueness  of Executive’s  Services. The Executive hereby representsthat the services to be performed by him under the terms of this contract areof a special, unique, unusual, extraordinary, and intellectual character, whichgive them a peculiar value, the loss of which cannot be reasonably oradequately compensated in damages in an action at law. The Executive thereforeexpressly agrees that the Bank, in addition to any other rights or remedieswhich the Bank may possess, shall be entitled to injunctive and other equitablerelief to prevent a breach of this contract by the Executive.

 

4.                                     PhysicalExamination. Executive shall take an annual physical examination duringeach year during the Term of this contract. Said physical examination(s) shallbe conducted at the expense of the Bank.

 

C.                                    COMPENSATION

 

1.                                     Salary.For Executive’s services hereunder, Bank shall pay or cause to be paid asannual gross base salary to Executive the amount of not less than $240,000during each of the years of the Term, beginning with the Effective Date.Executive shall also, so long as he serves on the Board of Directors, beentitled to director’s fees on the same basis as paid to outside directors, ifthe Board of Directors does not exclude him from such directors fees.  The Board of Directors shall also, from timeto time, and at least once each calendar year grant such additional “merit”increases, if any, in the base salary as are determined after review to beappropriate in the discretion of the Board of Directors.  Executive’s salary shall be payable in equalinstallments in conformity with Bank’s normal payroll periods as in effect fromtime to time.

 

D.                                   EXECUTIVEBENEFITS

 

1.                                     Vacation.Executive shall be entitled to a vacation leave of four (4) weeks duringeach year of the Term, of which two (2) weeks must be taken consecutivelyin each calendar year.  Executive shallbe entitled to vacation pay, in lieu of up to two (2) weeks of vacationduring each calendar year, with the consent of the Board of Directors.

 

2.                                     AutomobileAllowance. During the term hereunder, Bank shall provide Executive, forExecutive’s sole use, a suitable full—size automobile, or if the Executivedesires to use his own automobile, Bank shall pay Executive a comparable autoallowance (not less than $750 per month) as determined by the Board ofDirectors. Bank

 

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shall pay all operating expenses of any nature whatsoever with regardto such automobile.  Executive shall usereasonable efforts to furnish to Bank substantially adequate records and otherdocumentary evidence required by federal and state statutes and regulationsissued by the appropriate taxing authorities substantiating the extent to whichsuch payments are deductible business expenses of Bank and not deductibleadditional compensation to Executive. Bank shall also procure, pay for and maintain in force adequateinsurance coverage for such automobile. Bank and Executive agree that the valueof Executive’s personal use of the automobile is twenty (20%) of the annualcost of the automobile lease, repairs, and gasoline which shall be treated fortax purposes as additional compensation to Executive, subject to appropriatewithholding.

 

3.                                     GroupMedical and Life Insurance Benefits. Bank shall provide for Executive, atBank’s expense to the extent permitted by Bank policy, participation in acomprehensive major medical, dental, and optical plan, with accident benefits,equivalent to either (i) the maximum available from time to time under theCalifornia Bankers Association Group Insurance Program for an employee ofExecutive’s salary level; or (ii) the benefits under an insurance programadopted on a non—discriminatory basis for the employees of the Bankgenerally.  Life insurance benefits shallbe provided to Executive, at Bank’s expense to the extent not prohibited byBank policy during the term hereof in an amount not less than $200,000, withExecutive to designate beneficiary thereunder.

 

4.                                       SalaryContinuation Plan.  Bank shallprovide for Executive a Salary Continuation Plan that provides for payments of$90,000 per year, for Mr. Chrietzberg’s lifetime, if he remains with theBank until normal retirement, commencing age 65.   The Salary Continuation Plan shall providethe following with regard to the division of death proceeds should Mr. Chrietzbergdie before his sixty-fifth (65th) birthday; his beneficiary(ies)shall be entitled to an amount equal to $2,940,000 or the net at risk insuranceportion of the proceeds, whichever amount is less.  The net at risk insurance portion is thetotal proceeds less the cash value of the policy.  Should Mr. Chrietzberg die on orsubsequent to his sixty-fifth (65th) birthday, his beneficiary(ies)shall be entitled to an amount equal to $1,000,000 plus the present value ofthe remaining retirement benefits due to Mr. Chrietzberg or the net atrisk insurance portion of the proceeds, whichever is less, and the Bank shallbe entitled to the remainder of such proceeds.

 

5.                                     Bonus.For the calendar year 2005, and for each full calendar year of the Termcompleted by Executive pursuant to this Agreement, he shall be entitled to anIncentive Bonus determined in accordance with this paragraph.  The Incentive Bonus shall equal the lesser of(i) $250,000, or (ii) the sum of the ROA Bonus and the ROE Bonus,determined in accordance with the Exhibit D-4.  This bonus shall be payable in January ofthe year following completion of the year on which it is based, or as soonthereafter as is practical after the Bank’s certified public accountants havedelivered their report on the Bank’s condition and results of operations forthe year.

 

6.                                     SickLeave.     Executive shall be entitled to days ofpaid

 

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sick leave in accordance with Bank policy.

 

E.                                       BUSINESSEXPENSES AND REIMBURSEMENT.

 

1.                                     BusinessExpenses. Executive shall be entitled to reimbursement by Bank for any ordinaryand necessary business expenses incurred by Executive in the performance ofExecutive’s duties and in acting for Bank during the Term.  Types of expenses qualifying for suchreimbursement shall be determined by the Board of Directors. Executive shall furnishto Bank adequate records and other documentary evidence required by federal andstate statutes and regulations issued by the appropriate taxing authorities forthe substantiation of such payments as deductible business expenses of Bank andnot as deductible compensation to Executive; provided, however, thatreimbursement of such expenses shall not be dependent on proving deductibilityof such expenses for tax purposes if such expenses are otherwise determined bythe Board of Directors, in its sole discretion, to be appropriate.

 

F.                                      TERMINATION.

 

1.                                     TerminationWith Cause. Except as otherwise provided herein, this Agreement may beterminated by Bank, at Bank’s option with notice to Executive, upon theoccurrence of any of the following events:

 

(a)                               A materialbreach by Executive of any of the terms or provisions of this Agreement;

 

(b)                              Executiveis convicted of illegal activity by a court of competent jurisdiction or pleadsguilty to or nolo contendere to, illegal activity, which activity materially adverselyaffects Bank’s reputation in the community or which evidences the lack ofExecutive’s fitness or ability to perform Executive’s duties, as determined bythe Board of Directors in good faith; or

 

(c)                               Executivehas committed any illegal or dishonest act which would cause termination ofcoverage under Bank’s Bankers Blanket Bond as to Employee, as distinguishedfrom termination of coverage as to Bank as a whole; or

 

(d)                              Executivematerially fails to perform or habitually neglects Executive’s duties or commitsa material act of malfeasance or misfeasance in connection therewith; or

 

(e)                               Executivebecomes permanently disabled as such is defined in his or Bank’s disabilityinsurance policy and such disability makes Executive eligible for benefitsthereunder (or if no such definition, as defined by federal law or regulationpursuant to the Social Security Act or a rebated statute).  Any controversy concerning Executive’sdisability shall be settled by arbitration in accordance with the rules ofthe American Arbitration Association. Any termination pursuant to this subsection (d) shall notaffect the continued operation of any disability income continuation plan,which may be established for the benefit of Executive;

 

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(f)                                 Anorder under 12 U.S.C. 1818(b) or (e) or any similar statute is issuedagainst Executive or Bank which calls for his suspension or removal fromoffice; or

 

(g)                              The Superintendentof Banks, or other supervisory or regulatory authority having jurisdictiontakes possession of the property and business of Bank pursuant to applicablestatute or regulation.

 

2.                                       TerminationWithout Cause.

 

(a)                               Duringthe Term, this Agreement may be terminated by Bank without cause upon writtennotice to Executive.

 

(b)                              Duringthe Term, this Agreement may be terminated by Executive without cause uponsixty (60) days’ prior written notice to Bank. Executive and Bank agree that itwould be impractical or extremely difficult to fix the actual damage caused byExecutive’s breach of this Section F.2(b). Accordingly, the amount of damage suffered and recoverable by Bank inthe event of Executive’s breach of this provision shall be equal to the amountof Base Salary for Executive for two months. Bank and Executive agree such sumis a reasonable estimate of damage under the circumstances at the date thisAgreement is made.

 

3.                                     CompensationUpon Termination. (a) If Executive’s employment with Bank isterminated by Bank pursuant to Section F.1. hereof or by Executivepursuant to Section F.2. hereof, Executive shall then only be entitled toreceive salary through the effective date of such termination (withoutpro-ration of the Incentive Bonus described in Section D.4 above) andshall receive any incurred but not reimbursed business expenses (subject to theprovisions of Section E.1. hereof).

 

(b)                              IfExecutive’s employment is terminated by Bank pursuant to Section F.2.hereof, Executive shall be entitled to receive Executive’s salary through theeffective date of such termination; any incurred but not reimbursed businessexpenses (subject to the provisions of Section E.1. hereof); plusExecutive’s salary (as in effect immediately prior to termination) for the “SeverancePeriod”, which shall be the greater of two (2) years from the effectivedate of termination or the remainder of the Term to be paid in equalinstallments in conformity with Bank’s normal payroll periods as in effect fromtime to time.  However, if Executive’semployment is terminated by the Bank pursuant to Section F.2 within oneyear (1) after the announcement or consummation, or during the pendency,of a Change in Control Transaction, the Severance Period shall be the greaterof 24 months from the effective date of termination, or the remainder of theTerm.  A “Change in Control Transaction”shall be limited to an acquisition by a person, or group of persons acting inconcert, of shares having the power to elect a majority of the directors of theBank, or a merger or other acquisition of the Bank or its assets and business,in which the power to elect a majority of the directors of the survivingcorporation is in the hands of persons who were not shareholders of the Bank asof one of the date hereof or a date two years prior to such merger or otheracquisition.  In addition to compensationfor the Severance Period, Executive shall be entitled to a lump sum payment ofhis Incentive Bonus (when calculated in accordance with the timing set forth inSection D.4) for any 

 

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calendar year in which his employment is terminated by the Bankpursuant Section F.2 in an amount equal to a pro—rated portion of theIncentive Bonus provided in Section D.4 above (calculated as though theperiod from the beginning of the year until the end of the month prior to thetermination were a full year)

 

G.   GENERAL PROVISIONS.

 

1.                                     Ownershipof Books and Records; Confidentiality. (a) All records or copiesthereof of the accounts of customers, and any other records and books relatingin any manner whatsoever to the customers of Bank, and all other files, booksand records and other materials owned by Bank or used by it in connection withthe conduct of its business, whether prepared by Executive or otherwise cominginto his possession, shall be the exclusive property of Bank regardless of whoactually prepared the original material, book or record.  All such books and records and othermaterials, together with all copies thereof, shall be immediately returned toBank by Executive on any termination of his employment.

 

(b)                              Duringthe Term, Executive will have access to and become acquainted with whatExecutive and Bank acknowledge are trade secrets, to wit, knowledge or dataconcerning Bank, including its operations and business, and the identity of customersof Bank, including knowledge of their financial condition, their financialneeds, as well as their methods of doing business.  Executive shall not disclose any of theaforesaid trade secrets, directly or indirectly, or use them in any way, eitherduring the Term or thereafter, except as required in the course of Executive’semployment with Bank.  Executive shallnot solicit any employee or customer of Bank to become an employee or customerof another institution until the later of six (6) months following the endof the Term or the end of the Severance Period.

 

2.                                     Assignmentand Modification. This Agreement, and the rights and duties hereunder, maynot be assigned by either party hereto without the prior written consent of theother, and the parties expressly agree that any attempt to assign the rights ofany party hereunder without such consent will be null and void; provided,however, that Bank’s rights and obligations hereunder shall be assignablewithout consent by operation of law in the event of a merger or similartransaction involving the Bank.

 

3.                                     FurtherAssurance. From time to time each party will execute and deliver such furtherinstruments and will take such other action as the other party reasonably mayrequest in order to discharge and perform the obligations and agreementshereunder.

 

4.                                     ARBITRATION- If the Parties hereto shall be unable to reach an agreement on materialprovisions of this Agreement or on other issues then such disputes shall besubmitted to the American Arbitration Association (“AAA”) of closest toMonterey, California for resolution, in accordance with the CommercialArbitration Rules of the AAA (or by some other arbitrator mutually agreedto by the parties) . Such arbitration shall be conducted in the followingmanner:

 

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a.                                       TheParty desiring to resolve the dispute through arbitration shall serve upon theParty a written notice of intent to exercise rights under this arbitrationprovision.  One arbitrator shall be required,and that arbitrator shall be selected by the arbitration service, in a mannerdetermined by the AAA.  The arbitratorshall be furnished with a statement of issues in dispute and a summary of eachparty’s position.

 

b.                                      Thearbitrator shall set a date for a hearing which shall be no less than thirty(30) days and no more than one hundred twenty (120) days after the arbitratoris selected.  At the arbitration, eachparty shall present to the arbitrator the reasons why the respective positionsof the parties should be upheld.  Inconsidering such arguments, the arbitrator may consider any evidence reasonablybelieved by him to be credible and relevant to the determination which he iscalled upon to make. The arbitrator may consider such hearsay and opinions ofthe parties as he desires and may consider copies of any writings.  The best evidence rule will not applynor any formal prerequisites required by the California Evidence Code for theintroduction of documents.  Nothingcontained herein shall prevent either party from arguing about the weight to begiven any evidence under the Evidence Code or otherwise.  The arbitrator shall not be bound by eitherthe Evidence Code, or the Code of Civil Procedure in determining the evidenceto be presented, admitted by him, or the method by which evidence and argumentsmay be presented.  All methods ofdiscovery permitted by the Code of Civil Procedure shall be permitted exceptuse of requests for admissions. Furthermore, a party shall only have fifteen (15) days from receipt ofinterrogatories, or request for production to respond to the propoundingparty.  Each party shall have the rightto take the deposition of the other on twenty (20) days notice.  The arbitrator shall determine a method forresolution of any discovery dispute, which may include selecting one arbitratorto resolve disputes by telephone conference. The arbitrator may establish such rules as he deems reasonable forthe conduct of the arbitration, including requirements for the filing ofmemoranda supporting the parties’ positions.

 

c.                                       Thedecision of the arbitrator shall be binding upon the Parties and shallconstituted a complete determination of the issues considered by thearbitrator.  The provisions this Section shallconstitute a binding arbitration agreement between the Parties pursuant to Codeof Civil Procedure Section 1321 et seq.

 

d.                                      Eachparty shall be responsible for one—half of all costs of the arbitration. Eachparty shall deposit with the AAA, one—half (1/2) of all required deposits.  The failure of either party to make suchdeposit within thirty (30) days of notice of such cost shall automaticallyentitle the other party to an arbitration determination favorable to the partymaking the required deposit.  Each partyshall pay their own fees and attorneys’ fees and costs for the arbitration.

 

e.                                       Noarbitrator shall have ever been employed by either party or their successors ininterest or any of their Shareholders, officers, directors, partners nor shallthey be related to any of such individuals by any relationship closer thanconsanguinity in the third degree.

 

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**NOTICE. BYINITIALING IN THE SPACE BELOW YOU ARE AGREEING TOHAVE ANY DISPUTE ARISING OUTOF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISIONS DECIDED BYNEUTRAL ARBITRATION, AS PROVIDED HEREIN AND BY CALIFORNIA LAW, AND YOU HEREBYAGREE TO WAIVE ANY RIGHTS YOU MAY POSSESS TO HAVE SUCH DISPUTE LITIGATEDAND RESOLVED IN A COURT OR JURY TRIAL.**

 

**BY INITIALING IN THE SPACE BELOW YOU HEREBYWAIVE YOUR JUDICIAL RIGHTS TO DISCOVERY AND APPEAL, UNLESS SUCH RIGHTS AREINCLUDED IN THIS ARBITRATION OF DISPUTES PROVISION.**

 

**IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTERAGREEING TO THISPROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THEAUTHORITY OF THE CALIFORNIA CODE OF CIVIL PROCEDURE. YOUR EXECUTION OF THISAGREEMENT AND YOUR APPROVAL, SPECIFICALLY OF THIS PARAGRAPH 16, ACKNOWLEDGESTHAT YOUR EXECUTION OF THIS PROVISION IS VOLUNTARY AND THAT PRIOR TO SUCHEXECUTION YOU HAVE CONSULTED WITH INDEPENDENT COUNSEL CONCERNING THE EFFECTS OFSUCH PROVISION TO THE EXTENT YOU HAVE DEEMED NECESSARY, PRIOR TO YOUR EXECUTIONOF THIS PROVISION.**

 

**THEPARTIES HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE TO,**THE**TERMS HEREOF AND TO THE SUBMISSION OF ANY DISPUTESTO ARBITRATION BY THE AAA, AS SET FORTH HEREIN.**

 
| /s/BNW                | ** **                 | /**s/CTC** | ** ** |
|-----------------------|----------------------------|------------|------------|
| Bank’s  Initials | Executive’s  Initials |

 

4.                                       Notices.      Allnotices required or permitted hereunder shall be in writing and shall bedelivered in person or sent by certified or registered mail, return receiptrequested, postage prepaid as follows:

 
| To Bank:      | Monterey County Bank             |
|---------------|----------------------------------|
|          | 601 Munras Ave                   |
|          | Monterey, California 93940       |
|          | Attn: Board of Directors         |
|          |                             |
|          |                             |
| To Executive: | Charles T. Chrietzberg, Jr. |
|          | P.O. Box 1344               |
|          | Carmel, CA 93921                 |

 

or to such other party or address as eitherof the parties may designate in a written notice served upon the other party inthe manner provided herein.  All noticesrequired or 

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permitted hereunder shall be deemed dulygiven and received on the date of delivery if delivered in person or on thesecond day next succeeding the date of mailing if sent by certified orregistered mail, postage prepaid.

 

5.                                       Successors.     ThisAgreement shall be binding upon, and shall inure to the benefit of, thesuccessors and assigns of the parties.

 

6.                                       Entire  Agreement. Except as provided herein,this Agreement constitutes the entire agreement between the parties, and allprior negotiations, representations, or agreements between the parties, whetheroral or written, are merged into this Agreement.  This Agreement may only be modified by anagreement in writing executed by both of the parties hereto.

 

7.                                       Governing Law.  This Agreement shall be construed in

 

accordance with the laws of the State ofCalifornia.

 

8.                                       ExecutedCounterparts.  This Agreement may beexecuted in one or more counterparts, all of which together shall constitute asingle agreement and each of which shall be an original for all purposes.

 

9.                                       Section Headings.  The various section headingsare inserted for convenience of reference only and shall not affect the meaningor interpretation of this Agreement or any section hereof.

 

10.                                 CalendarDays/Close of Business. Unless the context so requires, all periodsterminating on a given day, period of days or date shall terminate on the closeof business on that day or date and references to “days” shall refer tocalendar days.

 

11.                                 Severability.In the event that any of the provisions, or portions thereof, of this Agreementare held to be unenforceable or invalid by any court of competent jurisdiction,the validity and enforceability of the remaining provisions or portionsthereof, shall not be affected thereby.

 

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12.                                 Attorneys’  Fees. In the event that any party shallbring an action or arbitration in connection with the performance, breach orinterpretation hereof, then the prevailing party in such action as determinedby the court or other body having jurisdiction shall be entitled to recoverfrom the losing party in such action, as determined by the court or other bodyhaving jurisdiction, all reasonable costs and expenses of litigation orarbitration, including reasonable attorneys’ fees, court costs, costs of investigationand other costs reasonably related to such proceeding, in such amounts as maybe determined in the discretion of the court or other body having jurisdiction.

 

IN WITNESSWHEREOF, this Agreement is executed as of the day and year first above written.

 
| ** ** | **BANK:**      | **MONTEREY COUNTY BANK**            |
|------------|----------------|-------------------------------------|
|       |           |
| ** ** |           | **By:**                             | /s/Bruce N.  Warner |   |
| ** ** |           | ** **                          | **Bruce  Warner** |   |
| ** ** |           | ** **                          | **Executive  Vice President and** |
| ** ** |           | ** **                          | **Chief  Operating Officer** |   |
| ** ** |           | ** **                          | ** ** |   |
|       |           |
| ** ** | **EXECUTIVE:** | /s/Charles T. Chrietzberg, Jr. | ** ** |
| ** ** | ** **     | **CHARLES T. CHRIETZBERG, JR.**     | ** ** |
|            |                |                                     |  |  |  |  |

 

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# **EXHIBIT D-4**

# ** **

## **CALCULATION OF BONUS**

## ** **

The ROA and ROE Bonuses shall be based on the Bank’s pretax return onaverage assets and beginning equity using the following amounts.

 
| **ROA** | ** ** | **ROA BONUS** | ** ** | **ROE** | ** ** | **ROE BONUS** | ** ** |
|---------|------------|---------------|------------|---------|------------|---------------|------------|
| 1.1%    |       | $             | 10,000     |    | 11%        |          | $          | 10,000 |   |
| 1.2%    |       | $             | 20,000     |    | 12%        |          | $          | 20,000 |   |
| 1.3%    |       | $             | 30,000     |    | 13%        |          | $          | 30,000 |   |
| 1.4%    |       | $             | 40,000     |    | 14%        |          | $          | 40,000 |   |
| 1.5%    |       | $             | 50,000     |    | 15%        |          | $          | 50,000 |   |
| 1.6%    |       | $             | 60,000     |    | 16%        |          | $          | 60,000 |   |
| 1.7%    |       | $             | 70,000     |    | 17%        |          | $          | 70,000 |   |
| 1.8%    |       | $             | 80,000     |    | 18%        |          | $          | 80,000 |   |
| 1.9%    |       | $             | 90,000     |    | 19%        |          | $          | 90,000 |   |
| 2.0%    |       | $             | 100,000    |    | 20%        |          | $          | 100,000 |   |
| 2.1%    |       | $             | 110,000    |    | 21%        |          | $          | 110,000 |   |
| 2.2%    |       | $             | 120,000    |    | 22%        |          | $          | 120,000 |   |
| 2.3%    |       | $             | 130,000    |    | 23%        |          | $          | 130,000 |   |
| 2.4%    |       | $             | 140,000    |    | 24%        |          | $          | 140,000 |   |
| 2.5%    |       | $             | 150,000    |    | 25%        |          | $          | 150,000 |   |
| 2.6%    |       | $             | 160,000    |    | 26%        |          | $          | 160,000 |   |
| 2.7%    |       | $             | 170,000    |    | 27%        |          | $          | 170,000 |   |
| 2.8%    |       | $             | 180,000    |    | 28%        |          | $          | 180,000 |   |
| 2.9%    |       | $             | 190,000    |    | 29%        |          | $          | 190,000 |   |
| 3.0%    |       | $             | 200,000    |    | 30%        |          | $          | 200,000 |   |
| 3.1%    |       | $             | 210,000    |    | 31%        |          | $          | 210,000 |   |
| 3.2%    |       | $             | 220,000    |    | 32%        |          | $          | 220,000 |   |
| 3.3%    |       | $             | 230,000    |    | 33%        |          | $          | 230,000 |   |
| 3.4%    |       | $             | 240,000    |    | 34%        |          | $          | 240,000 |   |
| 3.5%    |       | $             | 250,000    |    | 35%        |          | $          | 250,000 |   |

 

MAXIMUM COMBINED — $250,000, or $490,000minus non—bonus salary excluding compensation, if any, for vacation not taken)for the year. The return’s shall be calculated before deduction for any annualperformance bonuses, but after deduction for commissions and bonuses paid on amonthly basis.

 

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