Exhibit
10.30 


 



PeoplesBank,
A Codorus Valley Company 


SALARY
CONTINUATION AGREEMENT


 


THIS
AGREEMENT is made this 1st day of October, 2002, by and between PeoplesBank, A Codorus Valley Company, a
Pennsylvania state-chartered bank located in York, Pennsylvania (the “Company”) and Matthew
Clemens (the “Executive”).


 


INTRODUCTION


 


To
encourage the Executive to remain an employee of the Company, the Company is willing to provide salary continuation benefits to
the Executive. The Company will pay the benefits from its general assets.


 


AGREEMENT


 


The
Executive and the Company agree as follows:


 


Article
1 


Definitions


 


1.1      Definitions.
Whenever used in this Agreement, the following words and phrases shall have the meanings specified:


 


1.1.1       “Change
of Control” means: A change in control of a nature that would be required to be reported in response to Item (6e) of
Schedule 14A of Regulation 14A and any successor rule or regulation promulgated under the Security Exchange Act of 1934 (the “Exchange
Act”); provided that, without limitation, such a change in control shall be deemed to have occurred if (a) any “person”
(as such term is used in Section 13(d) and 14(d) of the Exchange Act), other than the Corporation or any “person”
who on the date hereof is a director or officer of the Corporation is or becomes the “beneficial owner” (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent
(25%) or more of the combined voting power of the Corporation’s then outstanding securities, or (b) during any period of
two consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board
of Directors of the Company or Corporation cease for any reason to constitute at least a majority thereof, unless the election
of each director who was not a director at the beginning of such period has been approved in advance by directors representing
at least two-thirds of the directors then in office who were directors at the beginning of the period, or (c) the sale or transfer
of all or substantially all of the Company or Corporation’s assets.


 






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Exhibit
10.30 


1.1.2        “Date
of Change of Control” means any of the following:


 


(a)   the
first date on which a single person and/or entity, or group of affiliated persons and/or entities, acquire the beneficial ownership
of twenty-five percent (25%) or more of the Corporation’s voting securities; or


 


(b)   the
date of the transfer of all or substantially all of the Corporation or Corporation’s assets; or


 


(c)   the
date on which a merger, consolidation or combination is consummated, as applicable; or


 


(d)   the
date on which individuals who formerly constituted a majority of the Incumbent Board of Directors of the Corporation ceased to
be a majority thereof. For these purpose, “Incumbent Board” means the members of the Board of Directors of the Corporation
on the effective date of the Plan, provided that any person becoming a member of the Board of Directors subsequent to such effective
date, whose election was approved by a vote of at least two-thirds of the members of the Board of Directors comprising the Incumbent
Board, or whose nomination for election by members or stockholders was approved by the same nominating committee serving under
an Incumbent Board, shall be considered as though he were a member of the Incumbent Board.


 


1.1.3        “Code”
means the Internal Revenue Code of 1986, as amended.


 


1.1.4        “Disability”
means the Executive’s suffering a sickness, accident or injury which has been determined by the carrier of any individual
or group disability insurance policy covering the Executive, or by the Social Security Administration, to be a disability rendering
the Executive totally and permanently disabled. The Executive must submit proof to the Company of the carrier’s or Social
Security Administration’s determination upon the request of the Company.


 


1.1.5       “Early
Termination” means the Termination of Employment before Normal Retirement Age for reasons other than death, Disability,
Termination for Cause or following a Change of Control.


 


1.1.6        “Early
Termination Date” means the month, day and year in which Early Termination occurs.


 


1.1.7        “Normal
Retirement Age” means the Executive’s 62nd birthday.


 


1.1.8        “Normal
Retirement Date” means the later of the Normal Retirement Age or Termination of Employment.


 


1.1.9        “Plan
Year” means a twelve-month period commencing on October 1st and ending on September 30th of each
year. The initial Plan Year shall commence October 1st, 2002.


 






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10.30 


1.1.10      “Termination
for Cause” See Article 5.2.


 


1.1.11      “Termination
of Employment” means that the Executive ceases to be employed by the Company for any reason whatsoever other than by
reason of a leave of absence which is approved by the Company. For purposes of this Agreement, if there is a dispute over the
employment status of the Executive or the date of the Executive’s Termination of Employment, the Company shall have the
sole and absolute right to decide the dispute.


 


Article
2 


Lifetime
Benefits



 


2.1      Normal
Retirement Benefit. Upon Termination of Employment on or after the Normal Retirement Age for reasons other than death, the
Company shall pay to the Executive the benefit described in this Section 2.1 in lieu of any other benefit under this Agreement.


 


2.1.1
      Amount of Benefit. The annual benefit under this Section 2.1 is $50,000 (Fifty Thousand
Dollars and no/100). The Company’s Board of Directors, in its sole discretion, may increase the annual benefit under this
Section 2.1.1; however, any increase shall require the recalculation of Schedule A.


 


2.1.2
       Payment of Benefit. The Company shall pay the annual benefit to the Executive
in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s
Normal Retirement Date and continuing for 179 additional months.


 


2.1.3
      Benefit Increases. Commencing on the first anniversary of the first benefit payment,
and continuing on each subsequent anniversary, the Company’s Board of Directors, in its sole discretion, may increase the
benefit.


 


2.2      Early
Termination Benefit. Upon Early Termination, the Company shall pay to the Executive the benefit described in this Section
2.2 in lieu of any other benefit under this Agreement.


 


2.2.1
       Amount of Benefit. The benefit under this Section 2.2 is the Early Termination
Annual Benefit set forth in Schedule A for the Plan Year ending immediately prior to the Early Termination Date. However, any
increase in the annual benefit under Section 2.1.1 shall require the recalculation of the Early Termination benefit on Schedule
A. The Early Termination Annual Benefit amount is determined by calculating a fixed annuity which is payable in 180 equal monthly
installments, crediting interest on the unpaid balance of the Accrual Balance at an annual rate of 7.50%, compounded monthly.


 






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Exhibit
10.30 


2.2.2     
  Payment of Benefit. The Company shall pay the annual benefit to the Executive in 12 equal monthly installments
payable on the first day of each month commencing with the month following the Normal Retirement Age and continuing for 179 additional
months.


 


2.2.3        Benefit
Increases. Benefit payments may be increased as provided in Section 2.1.3.


 


2.3
     Disability Benefit. If the Executive terminates employment due to Disability prior
to Normal Retirement Age, the Company shall pay to the Executive the benefit described in this Section 2.3 in lieu of any other
benefit under this Agreement, provided however, in the event the Company determines (1) the Executive could have been Terminated
for Cause as provided in 5.2 for conduct or omissions occurring during the term of employment or (2) the Executive has violated
the restrictive covenant set forth in Section 5.3, the Company shall have no obligation to make future payments as of the date
of the Company’s determination.


 


2.3.1        Amount
of Benefit. The benefit under this Section 2.3 is the Disability Annual Benefit amount set forth in Schedule A for the Plan
Year ending immediately prior to the date in which the Termination of Employment occurs. However, any increase in the annual benefit
under Section 2.1.1 would require the recalculation of the Disability benefit on Schedule A. The Disability Annual Benefit amount
is determined by calculating a fixed annuity which is payable in 180 equal monthly installments, crediting interest on the unpaid
balance of the Accrual Balance at an annual rate of 7.50%, compounded monthly.


 


2.3.2
      Payment of Benefit. The Company shall pay the annual benefit amount to the Executive
in 12 equal monthly installments payable on the first day of each month commencing with the month following the Termination of
Employment and continuing for 179 additional months.


 


2.3.3
       Benefit Increases. Benefit payments may be increased as provided in Section 2.1.3.


 


2.4      Change
of Control Benefit. Following the Date of a Change of Control, the Executive shall be entitled to the benefit described in
this Section 2.4 in lieu of any other benefit under this Agreement.


 


2.4.1       Amount
of Benefit. The annual benefit under this Section 2.4 is the Normal Retirement Benefit amount described in Section 2.1.1.


 


2.4.2
      Payment of Benefit. The Company shall pay the annual benefit amount to the Executive
in 12 equal monthly installments payable on the first day of each month commencing with the month following the Executive’s
Normal Retirement Date and continuing for 179 additional months.


 


2.4.3
       Benefit Increases. Benefit payments may be increased as provided in Section 2.1.3.


 






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10.30


 


2.4.4
      Rabbi Trust. Within 90 days of a Change of Control, a rabbi trust shall be established
and shall at all times be funded with assets at least equal to the present value of the unpaid balance of the Normal Retirement
Benefit. A discount rate no greater than the ten year Treasury note shall be used in calculating present value.


 


Article
3 


Death
Benefits


 


3.1       Death
During Active Service. If the Executive dies while in the active service of the Company, the Company shall pay to the Executive’s
beneficiary the benefit described in this Section 3.1. This benefit shall be paid in lieu of the Lifetime Benefits of Article
2.


 


3.1.1       Amount
of Benefit. The annual benefit under this Section 3.1 is the Normal Retirement Benefit amount described in Section 2.1.1.


 


3.1.2       Payment
of Benefit. The Company shall pay the annual benefit to the Executive’s beneficiary in 12 equal monthly installments
payable on the first day of each month commencing with the month following the Executive’s death and continuing for 179
additional months.


 


3.2       Death
During Benefit Period. If the Executive dies after the benefit payments have commenced under this Agreement but before receiving
all such payments, the Company shall pay the remaining benefits to the Executive’s beneficiary at the same time and in the
same amounts they would have been paid to the Executive had the Executive survived.


 


3.3       Death
After Termination of Employment But Before Benefit Payment Commence. If the Executive is entitled to benefit payments under
this Agreement, but dies prior to the commencement of said benefit payments, the Company shall pay the benefit payments to the
Executive’s beneficiary that the Executive was entitled to prior to death except that the benefit payments shall commence
on the first day of the month following the date of the Executive’s death.


 


Article
4 


Beneficiaries


 


4.1       Beneficiary
Designations. The Executive shall designate a beneficiary by filing a written designation with the Company. The Executive
may revoke or modify the designation at any time by filing a new designation. However, designations will only be effective if
signed by the Executive and accepted by the Company during the Executive’s lifetime. The Executive’s beneficiary designation
shall be deemed automatically revoked if the beneficiary predeceases the Executive, or if the Executive names a spouse as beneficiary
and the marriage is subsequently dissolved. If the Executive dies without a valid beneficiary designation, all payments shall
be made to the Executive’s estate.


 






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10.30 


4.2       Facility
of Payment. If a benefit is payable to a minor, to a person declared incapacitated, or to a person incapable of handling the
disposition of his or her property, the Company may pay such benefit to the guardian, legal representative or person having the
care or custody of such minor, incapacitated person or incapable person. The Company may require proof of incapacity, minority
or guardianship as it may deem appropriate prior to distribution of the benefit. Such distribution shall completely discharge
the Company from all liability with respect to such benefit.


 


Article
5 


General
Limitations


 


5.1
      Excess Parachute Payment. Notwithstanding any provision of this Agreement to the contrary,
the Company shall not pay any benefit under this Agreement to the extent the benefit would be a prohibited golden parachuted payment
pursuant to12 C.F.R. §359.2 and for which the appropriated federal banking agency has not given written consent to pay pursuant
to 12 C.F.R. §359.4.


 


5.2
     Termination for Cause. Notwithstanding any provision of this Agreement to the contrary, the
Company shall not pay any benefit under this Agreement if the Company terminates the Executive’s employment for:


 


(a)
 Gross negligence or gross neglect of duties;


 


(b)
 Commission of a felony or of a gross misdemeanor involving moral turpitude; or


 


(c)
 Fraud, disloyalty, dishonesty or willful violation of any significant law or significant Company policy committed in connection
with the Executive’s employment and resulting in a material adverse effect on the Company.


 


5.2.1       Removal.
Notwithstanding any provision of this Agreement to the contrary, the Company shall not pay any benefit under this Agreement
if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to
Section 8(e) of the Federal Deposit Insurance Act or by the Pennsylvania Department of Banking pursuant to state law.


 


5.3       Competition
after Termination of Employment. No benefits shall be payable if the Executive, without the prior written consent of the Company,
violates the following described restrictive covenants.


 






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10.30


 


5.3.1       Non-compete
Provision. The Executive shall not, for a period of three (3) years after termination either directly or indirectly, either
as an individual or as a proprietor, stockholder, partner, officer, director, employee, agent, consultant or independent contractor
of any individual, partnership, corporation or other entity (excluding an ownership interest of one percent (1%) or less in the
stock of a publicly traded company):


 


		(i)	become
                                         employed by, participate in, or be connected in any manner with the ownership, management,
                                         operation or control of any bank, savings and loan or other similar financial institution
                                         if the Executive’s responsibilities will include providing banking or other financial
                                         services in York County or within the fifty (50) miles of any office maintained by the
                                         Company as of the date of the termination of the Executive’s employment or if the
                                         Executive regularly conducts business in or from an office or branch in York County or
                                         any other county or city in which the Company has an office or branch as of the date
                                         of the termination of the Executive’s employment; or



 


		(ii)	participate
                                         in any way in hiring or otherwise engaging, or assisting any other person or entity in
                                         hiring or otherwise engaging, on a temporary, part-time or permanent basis, any individual
                                         who was employed by the Company during the three (3) year period immediately prior to
                                         the termination of the Executive’s employment; or



 


		(iii)	assist,
                                         advise, or serve in any capacity, representative or otherwise, any third party in any
                                         action against the Company or transaction involving the Company; or



 


		(iv)	sell,
                                         offer to sell, provide banking or other financial services, assist any other person in
                                         selling or providing banking or other financial services, or solicit or otherwise compete
                                         for, either directly or indirectly, any orders, contract, or accounts for services of
                                         a kind or nature like or substantially similar to the services performed or products
                                         sold by the Company (the preceding hereinafter referred to as “Services”),
                                         to or from any person or entity from whom the Executive or the Company provided banking
                                         or other financial services, sold, offered to sell or solicited orders, contracts or
                                         accounts for Services during the three (3) year period immediately prior to the termination
                                         of the Executive’s employment; or



 


		(v)	divulge,
                                         disclose, or communicate to others in any manner whatsoever, any confidential information
                                         of the Company, including, but not limited to, the names and addresses of customers of
                                         the Company, as they may have existed from time to time or of any of the Company’s
                                         prospective customers, work performed or services rendered for any customer, any method
                                         and/or procedures relating to projects or other work developed for the Company, earnings
                                         or other information concerning the Company. The restrictions contained in this subparagraph
                                         (v) apply to all information regarding the Company, regardless of the source who provided
                                         or compiled such information. Notwithstanding anything to the contrary, the terms of
                                         this subparagraph (v) shall not be limited to the three (3) year restriction set forth
                                         above and all information referred to herein shall not be disclosed unless and until
                                         it becomes known to the general public from sources other than the Executive.



 






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Exhibit
10.30



		(vi)	The
                                         restriction set forth in this Agreement shall not prohibit the Executive from engaging
                                         in the private practice of law after a Termination of Employment.



 


5.3.2      
Judicial Remedies. In the event of a breach or threatened breach by the Executive of any provision of these restrictions,
the Executive recognizes the substantial and immediate harm that a breach or threatened breach will impose upon the Company, and
further recognizes that in such event monetary damages may be inadequate to fully protect the Company. Accordingly, in the event
of a breach or threatened breach of this Agreement, the Executive consents to the Company’s entitlement to such ex parte,
preliminary, interlocutory, temporary or permanent injunctive, or any other equitable relief, protecting and fully enforcing the
Company’s rights hereunder and preventing the Executive from further breaching any of his obligations set forth herein.
The Executive expressly waives any requirement, based on any statute, rule of procedure, or other source, that the Company post
a bond as a condition of obtaining any of the above-described remedies. Nothing herein shall be construed as prohibiting the Company
from pursuing any other remedies available to the Company at law or in equity for such breach or threatened breach, including
the recovery of damages from the Executive. The Executive expressly acknowledges and agrees that: (i) the restrictions set forth
in Section 5.3.1 are reasonable, in terms of scope, duration, geographic area, and otherwise, (ii) the protections afforded the
Company in Section 5.3.1 are necessary to protect its legitimate business interest, (iii) the restrictions set forth in Section
5.3.1 will not be materially adverse to the Executive’s employment with the Company, and (iv) his agreement to observe such
restrictions forms a material part of the consideration for this Agreement.


 


5.3.3
     Overbreadth of Restrictive Covenant. It is the intention of the parties that if any
restrictive covenant in this Agreement is determined by a court of competent jurisdiction to be overly broad, then the court should
enforce such restrictive covenant to the maximum extent permitted under the law as to area, breadth and duration.


 




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Exhibit
10.30 


Article
6 


Claims
and Review Procedures


 


6.1       Claims
Procedure. An Executive or beneficiary (“claimant”) who has not received benefits under the Agreement that he
or she believes should be paid shall make a claim for such benefits as follows:


 


6.1.1       Initiation
– Written Claim. The claimant initiates a claim by submitting to the Company a written claim for the benefits.


 


6.1.2       Timing
of Company Response. The Company shall respond to such claimant within 90 days after receiving the claim. If the Company determines
that special circumstances require additional time for processing the claim, the Company can extend the response period by an
additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period, that an additional period
is required. The notice of extension must set forth the special circumstances and the date by which the Company expect to render
their decision.


 


6.1.3       Notice
of Decision. If the Company denies part or all of the claim, the Company shall notify the claimant in writing of such denial.
The Company shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:


 


6.1.3.1       The
specific reasons for the denial,


 


6.1.3.2       A
reference to the specific provisions of the Agreement on which the denial is based,


 


6.1.3.3       A
description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why
it is needed,


 


6.1.3.4       An
explanation of the Agreement’s review procedures and the time limits applicable to such procedures, and


 


6.1.3.5       A
statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination
on review.


 


Article
7 


Amendments
and Termination


 


This
Agreement may be amended or terminated only by a written agreement signed by the Company and the Executive.


 




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Exhibit
10.30


Article
8 


Miscellaneous


 


8.1       Binding
Effect. This Agreement shall bind the Executive and the Company, and their beneficiaries, survivors, executors, successors,
administrators and transferees.


 


8.2       No
Guarantee of Employment. This Agreement is not an employment policy or contract. It does not give the Executive the right
to remain an employee of the Company, nor does it interfere with the Company’s right to discharge the Executive. It also
does not require the Executive to remain an employee nor interfere with the Executive’s right to terminate employment at
any time.


 


8.3
      Non-Transferability. Benefits under this Agreement cannot be sold, transferred, assigned,
pledged, attached or encumbered in any manner.


 


8.4
     Reorganization. The Company shall not merge or consolidate into or with another company,
or reorganize, or sell substantially all of its assets to another company, firm, or person unless such succeeding or continuing
company, firm, or person agrees to assume and discharge the obligations of the Company under this Agreement. Upon the occurrence
of such event, the term “Company” as used in this Agreement shall be deemed to refer to the successor or survivor
company.


 


8.5
      Tax Withholding. The Company shall withhold any taxes that are required to be withheld
from the benefits provided under this Agreement.


 


8.6     
 Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of the Commonwealth of Pennsylvania,
except to the extent preempted by the laws of the United States of America.


 


8.7
     Unfunded Arrangement. The Executive and beneficiary are general unsecured creditors of the
Company for the payment of benefits under this Agreement. The benefits represent the mere promise by the Company to pay such benefits.
The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors. Any insurance on the Executive’s life is a general asset of the Company to which
the Executive and beneficiary have no preferred or secured claim.


 


8.8
      Recovery of Estate Taxes. If the Executive’s gross estate for federal estate
tax purposes includes any amount determined by reference to and on account of this Agreement, and if the beneficiary is other
than the Executive’s estate, then the Executive’s estate shall be entitled to recover from the beneficiary receiving
such benefit under the terms of the Agreement, an amount by which the total estate tax due by the Executive’s estate, exceeds
the total estate tax which would have been payable if the value of such benefit had not been included in the Executive’s
gross estate. If there is more than one person receiving such benefit, the right of recovery shall be against each such person.
In the event the beneficiary has a liability hereunder, the beneficiary may petition the Company for a lump sum payment in an
amount not to exceed the beneficiary’s liability hereunder.


 






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10.30


 


8.9
      Entire Agreement. This Agreement constitutes the entire agreement between the Company
and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than
those specifically set forth herein.


 


8.10
    Administration. The Company shall have powers which are necessary to administer this Agreement,
including but not limited to:


 


		(a)	Interpreting
                                         the provisions of the Agreement;



 


		(b)	Establishing
                                         and revising the method of accounting for the Agreement;



 


		(c)	Maintaining
                                         a record of benefit payments; and



 


		(d)	Establishing
                                         rules and prescribing any forms necessary or desirable to administer the Agreement.



 


8.11
    Named Fiduciary. For purpose of the Employee Retirement Income Security Act of 1974, if applicable,
the Company shall be the named fiduciary and plan administrator under this Agreement. The named fiduciary may delegate to others
certain aspects of the management and operation responsibilities of the plan including the employment of advisors and the delegation
of ministerial duties to qualified individuals.


 


IN
WITNESS WHEREOF, the Executive and a duly authorized Company officer have signed this Agreement.








	 	 	 	 	 
	EXECUTIVE:	 	COMPANY:	 
	 	 	 	 
	 	 	PeoplesBank, A Codorus Valley Company	 
	 	 	 	 
	 	 	By		 
	Matthew Clemens	 	 	 






	 	 	Title	 	 






 




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Exhibit
10.30


By
execution hereof, Codorus Valley Bancorp, Inc. consents to and agrees to be bound by the terms and condition of this Agreement.








	 	 	 	 	 
	ATTEST:	 	CORPORATION:	 
	 	 	Codorus Valley Bancorp,
    Inc.	 
	 	 	 	 
	 	 	By	 	 



 


	 	 		Title	 	 






 




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Exhibit
10.30 


BENEFICIARY
DESIGNATION


 


PeoplesBank,
A Codorus Valley Company 


SALARY
CONTINUATION AGREEMENT


 


Matthew
Clemens


 


I
designate the following as beneficiary of any death benefits under this Salary Continuation Agreement:


 





	Primary:	 



 


	 	 



 


	Contingent:	 



 


	 	 



  


		Note:  	To
                                         name a trust as beneficiary, please provide the name of the trustee(s) and the exact name and date of the trust agreement.



 


I
understand that I may change these beneficiary designations by filing a new written designation with the Company. I further understand
that the designations will be automatically revoked if the beneficiary predeceases me, or, if I have named my spouse as beneficiary
and our marriage is subsequently dissolved.


 





	Signature	 	 



 


	Date	 	 
	 	 	 
	Accepted by the Company this ______ day of _________________, 2002.



 


	By	 	 



 


	Title	 	 



 




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Exhibit
10.30 


SCHEDULE
A 


PeoplesBank,
A Codorus Valley Company 


SALARY
CONTINUATION AGREEMENT


 


Matthew
Clemens


 


	 	 	 	 	 	Early	 	Change
    of
	 	 	 	 	 	Termination	Disability	Control
	 	 	 	 	Vested	Annual	Annual	Annual
	Plan	 	Accrual	Vesting	Accrual	Benefit	Benefit	Benefit
	Year	Age	Balance	Schedule	Balance	(1)	(2)	(1)
	1	39	$7,434	100.00%	$7,434	$4,337	$822	$50,000
	2	40	$15,444	100.00%	$15,444	$8,362	$1,707	$50,000
	3	41	$24,077	100.00%	$24,077	$12,098	$2,662	$50,000
	4	42	$33,380	100.00%	$33,380	$15,564	$3,690	$50,000
	5	43	$43,405	100.00%	$43,405	$18,780	$4,798	$50,000
	6	44	$54,208	100.00%	$54,208	$21,764	$5,993	$50,000
	7	45	$65,850	100.00%	$65,850	$24,534	$7,280	$50,000
	8	46	$78,396	100.00%	$78,396	$27,104	$8,667	$50,000
	9	47	$91,916	100.00%	$91,916	$29,489	$10,161	$50,000
	10	48	$106,485	100.00%	$106,485	$31,702	$11,772	$50,000
	11	49	$122,186	100.00%	$122,186	$33,756	$13,508	$50,000
	12	50	$139,105	100.00%	$139,105	$35,661	$15,378	$50,000
	13	51	$157,338	100.00%	$157,338	$37,430	$17,394	$50,000
	14	52	$176,986	100.00%	$176,986	$39,071	$19,566	$50,000
	15	53	$198,159	100.00%	$198,159	$40,594	$21,907	$50,000
	16	54	$220,977	100.00%	$220,977	$42,007	$24,429	$50,000
	17	55	$245,565	100.00%	$245,565	$43,318	$27,147	$50,000
	18	56	$272,063	100.00%	$272,063	$44,535	$30,077	$50,000
	19	57	$300,617	100.00%	$300,617	$45,664	$33,233	$50,000
	20	58	$331,389	100.00%	$331,389	$46,712	$36,635	$50,000
	21	59	$364,549	100.00%	$364,549	$47,684	$40,301	$50,000
	22	60	$400,284	100.00%	$400,284	$48,587	$44,252	$50,000
	23	61	$438,792	100.00%	$438,792	$49,424	$48,509	$50,000
	24	62	$452,282	100.00%	$452,282	$50,000	$50,000	$50,000


 

		1	Payments
                                         commence at Normal Retirement Age. Refer to Section 2.2 for Early Termination and Section
                                         2.4 for Change of Control.






		2	Payments
                                         commence at Termination of Employment. Refer to Section 2.3 for Disability.



 






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