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

 

**EMPLOYMENT CONTRACT**

 

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day ofJanuary 2003, 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, reducing the level of non—performing loans from onefar in excess of state averages to one which is far below state averages, andbecoming the only Chief Executive Officer in the Bank’s history whose tenuregenerated net profits; and

 

WHEREAS, the latest Employment Agreement between Executive and Bankexpired as of December 31, 2002; 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 agreementshereinafter contained, and other good and valuable consideration, it****is hereby agreed by and between theparties hereto as follows:

 

A.            TERM OFEMPLOYMENT

 

1.             Term.Bank hereby agrees to continue to employ Executive, and Executive herebyaccepts employment with Bank, for the period of three (3) years, commencing onJanuary 1, 2003, subject however, to prior termination of this Agreement ashereinafter provided (the “Term”).  Whenused herein, “Term” shall refer to the entire period of employment of Executiveby Bank hereunder commencing January 1, 2003 (the “Effective Date”), whether forthe period provided above, or whether terminated earlier as hereinafterprovided.

 

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 of Bank and in Bank’s shareholders, and shall serve as aDirector of Bank if elected by the shareholders.  During the Term, Executive shall perform exclusively the servicesherein contemplated to be performed by Executive with due care, faithfully,diligently, to the best of Executive’s ability and in compliance with allapplicable laws, policies adopted by the Board of Directors, and Bank’sArticles of Incorporation and Bylaws.

 

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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 passivenature in any business or venture, provided however, that such business orventure is neither in competition or conflict,

 

3.             Uniqueness  of Executive’s  Services. The Executive hereby represents that the servicesto be performed by him under the terms of this contract are of a special,unique, unusual, extraordinary, and intellectual character, which give them apeculiar value, the loss of which cannot be reasonably or adequatelycompensated in damages in an action at law. The Executive therefore expresslyagrees that the Bank, in addition to any other rights or remedies which theBank may possess, shall be entitled to injunctive and other equitable relief toprevent 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 $180,000during 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, if theBoard 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.                                   EXECUTIVE BENEFITS

 

1.             Vacation.Executive shall be entitled to a vacation leave of four (4) weeks during eachyear of the Term, of which two (2) weeks must be taken consecutively in eachcalendar year.  Executive shall beentitled to vacation pay, in lieu of up to two (2) weeks of vacation during eachcalendar 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 shall pay all operating expenses of any nature whatsoever withregard to such automobile.

 

 

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Executive shall use reasonableefforts to furnish to Bank substantially adequate records and other documentaryevidence required by federal and state statutes and regulations issued by theappropriate taxing authorities substantiating the extent to which such paymentsare deductible business expenses of Bank and not deductible additionalcompensation to Executive.  Bank shallalso procure, pay for and maintain in force adequate insurance coverage forsuch automobile. Bank and Executive agree that the value of Executive’spersonal use of the automobile is twenty (20%) of the annual cost of theautomobile lease, repairs, and gasoline which shall be treated for tax purposesas additional compensation to Executive, subject to appropriate withholding.

 

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 Bank generally.  Life insurance benefits shall be provided toExecutive, at Bank’s expense to the extent not prohibited by Bank policy duringthe term hereof in an amount not less than $200,000, with Executive todesignate 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 the Bankuntil normal retirement, commencing age 65.  The Salary Continuation Plan shall provide the following with regard tothe division of death proceeds should Mr. Chrietzberg die before hissixty-fifth (65th) birthday; his beneficiary(ies) shall be entitledto an amount equal to $2,940,000 or the net at risk insurance portion of theproceeds, whichever amount is less.  Thenet at risk insurance portion is the total proceeds less the cash value of thepolicy.  Should Mr. Chrietzberg die onor subsequent to his sixty-fifth (65th) birthday, hisbeneficiary(ies) shall be entitled to an amount equal to $1,000,000 plus thepresent value of the remaining retirement benefits due to Mr. Chrietzberg orthe net at risk insurance portion of the proceeds, whichever is less, and theBank shall be entitled to the remainder of such proceeds.

 

5.             Bonus.For the calendar year 2003, 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 lesserof (i) $220,000, or (ii) the sum of the ROA Bonus and the ROE Bonus, determinedin accordance with the Exhibit D-4. This bonus shall be payable in January of the year following completionof the year on which it is based, or as soon thereafter as is practical afterthe Bank’s certified public accountants have delivered their report on theBank’s condition and results of operations for the year.

 

6.             SickLeave.            Executive shall beentitled to days of  paid sick leave inaccordance with Bank policy.

 

 

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E.                                       BUSINESS EXPENSESAND REIMBURSEMENT.

 

1.             BusinessExpenses. Executive shall be entitled to reimbursement by Bank for anyordinary and necessary business expenses incurred by Executive in theperformance of Executive’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 shallfurnish to Bank adequate records and other documentary evidence required byfederal and state statutes and regulations issued by the appropriate taxingauthorities for the substantiation of such payments as deductible businessexpenses of Bank and not as deductible compensation to Executive; provided,however, that reimbursement of such expenses shall not be dependent on provingdeductibility of such expenses for tax purposes if such expenses are otherwisedetermined by the Board of Directors, in its sole discretion, to beappropriate.

 

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)           Amaterial breach by Executive of any of the terms or provisions of thisAgreement;

 

(b)           Executiveis convicted of illegal activity by a court of competent jurisdiction or pleadsguilty to or nolo contendere to, illegal activity, which activity materiallyadversely affects Bank’s reputation in the community or which evidences thelack of Executive’s fitness or ability to perform Executive’s duties, asdetermined by the 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 orcommits a 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 of theAmerican Arbitration Association.  Anytermination pursuant to this subsection (d) shall not affect the continuedoperation of any disability income continuation plan, which may be establishedfor the benefit of Executive;

 

(f)            Anorder under 12 U.S.C. 1818(b) or (e) or any

 

 

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similar statute is issuedagainst Executive or Bank which calls for his suspension or removal fromoffice; or

 

(g)           TheSuperintendent of Banks, or other supervisory or regulatory authority havingjurisdiction takes possession of the property and business of Bank pursuant toapplicable statute 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) IfExecutive’s employment with Bank is terminated by Bank pursuant to Section F.1.hereof or by Executive pursuant to Section F.2. hereof, Executive shall thenonly be entitled to receive salary through the effective date of suchtermination (without pro-ration of the Incentive Bonus described in Section D.4above) and shall receive any incurred but not reimbursed business expenses(subject to the provisions 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 the effectivedate of such termination; any incurred but not reimbursed business expenses(subject to the provisions of Section E.1. hereof); plus Executive’s salary (asin effect immediately prior to termination) for the “Severance Period”, whichshall be the greater of two (2) years from the effective date of termination orthe remainder of the Term to be paid in equal installments in conformity withBank’s normal payroll periods as in effect from time to time.  However, if Executive’s employment isterminated by the Bank pursuant to Section F.2 within one year (1) after theannouncement or consummation, or during the pendency, of a Change in ControlTransaction, the Severance Period shall be the greater of 24 months from the effectivedate of termination, or the remainder of the Term.  A “Change in Control Transaction” shall be limited to anacquisition by a person, or group of persons acting in concert, of shareshaving the power to elect a majority of the directors of the Bank, or a mergeror other acquisition of the Bank or its assets and business, in which the powerto elect a majority of the directors of the surviving corporation is in thehands of persons who were not shareholders of the Bank as of one of the datehereof or a date two years prior to such merger or other acquisition.  In addition to compensation for theSeverance Period, Executive shall be entitled to a lump sum payment of hisIncentive Bonus (when calculated in accordance with the timing set forth inSection D.4) for any calendar year in which his employment is terminated by theBank pursuant Section F.2 in an amount equal to a pro—rated portion of theIncentive Bonus provided in Section D.4

 

 

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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 copies thereof ofthe accounts of customers, and any other records and books relating in anymanner whatsoever to the customers of Bank, and all other files, books andrecords and other materials owned by Bank or used by it in connection with theconduct of its business, whether prepared by Executive or otherwise coming intohis 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 ofcustomers of Bank, including knowledge of their financial condition, theirfinancial needs, 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 end ofthe 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 agreed to bythe parties) . Such arbitration shall be conducted in the following manner:

 

a.             TheParty desiring to resolve the dispute through arbitration shall serve upon theParty a written notice of intent to exercise rights under this

 

 

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arbitration provision.  One arbitrator shall be required, and thatarbitrator shall be selected by the arbitration service, in a manner determinedby the AAA.  The arbitrator shall befurnished with a statement of issues in dispute and a summary of each party’sposition.

 

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.  In consideringsuch arguments, the arbitrator may consider any evidence reasonably believed byhim to be credible and relevant to the determination which he is called upon tomake. The arbitrator may consider such hearsay and opinions of the parties ashe desires and may consider copies of any writings.  The best evidence rule will not apply nor any formalprerequisites required by the California Evidence Code for the introduction ofdocuments.  Nothing contained hereinshall prevent either party from arguing about the weight to be given anyevidence under the Evidence Code or otherwise. The arbitrator shall not be bound by either the Evidence Code, or theCode of Civil Procedure in determining the evidence to be presented, admittedby him, or the method by which evidence and arguments may be presented.  All methods of discovery permitted by theCode of Civil Procedure shall be permitted except use of requests foradmissions.  Furthermore, a party shallonly have fifteen (15) days from receipt of interrogatories, or request forproduction to respond to the propounding party.  Each party shall have the right to take the deposition of theother on twenty (20) days notice.  Thearbitrator shall determine a method for resolution of any discovery dispute,which may include selecting one arbitrator to resolve disputes by telephoneconference.  The arbitrator mayestablish such rules as he deems reasonable for the conduct of the arbitration,including requirements for the filing of memoranda 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 Sectionshall constitute a binding arbitration agreement between the Parties pursuantto Code of 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 party shall pay their own fees andattorneys’ 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.

 

**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**

 

 

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**LAW,AND YOU HEREBY AGREE TO WAIVE ANY RIGHTS YOU MAY POSSESS TO HAVE SUCH DISPUTELITIGATED AND 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.**

 

**THE PARTIES HEREBY ACKNOWLEDGE, UNDERSTAND AND AGREE TO,**THE**TERMSHEREOF AND TO THE SUBMISSION OF ANY DISPUTES TO ARBITRATION BY THE AAA, AS SETFORTH HEREIN.**

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

 

4.              Notices.       All notices required or permittedhereunder shall be in writing and shall be delivered in person or sent bycertified or registered mail, return receipt requested, postage prepaid asfollows:

 

| 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 oraddress as either of the parties may designate in a written notice served uponthe other party in the manner provided herein. All notices required or permitted hereunder shall be deemed duly givenand received on the date of delivery if delivered in person or on the secondday next succeeding the date of mailing if sent by certified or registeredmail, postage prepaid.

 

 

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5.              Successors.   This Agreement shall be binding upon, andshall inure to the benefit of, the successors 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 an agreement in writingexecuted by both of the parties hereto.

 

7.              GoverningLaw.   This Agreement shall beconstrued in accordance with the laws of the State of California.

 

8.              ExecutedCounterparts.   This Agreementmay be executed in one or more counterparts, all of which together shallconstitute a single agreement and each of which shall be an original for allpurposes.

 

9.              Section  Headings.   The various section headings are inserted for convenience ofreference only and shall not affect the meaning or interpretation of thisAgreement 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 thisAgreement are held to be unenforceable or invalid by any court of competentjurisdiction, the validity and enforceability of the remaining provisions orportions thereof, 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 ofinvestigation and other costs reasonably related to such proceeding, in suchamounts as may be determined in the discretion of the court or other body havingjurisdiction.

 

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

 
|   | **BANK:**      |                                | **MONTEREY COUNTY BANK** |
|--------|----------------|-------------------------------------|--------------------------|
|   |           |
|   | **By:**        | **/s/ Bruce 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**

 

## **CALCULATIONOF BONUS**

 

The ROA andROE Bonuses shall be based on the Bank’s pretax return on average assets andbeginning 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 |   |

 

MAXIMUMCOMBINED — $220,000, or $400,000 minus non—bonus salary excluding compensation,if any, for vacation not taken) for the year. The return’s shall be calculatedbefore deduction for any annual performance bonuses, but after deduction forcommissions and bonuses paid on a monthly basis.

 

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