EXHIBIT 10.1


 


NON-COMPETITION AGREEMENT


 


THIS AGREEMENT is executed on the 10th day of
August, 2004, (“Effective Date”), by and between GREENE
COUNTY BANCSHARES, INC. (“Company”) and Kenneth R.
Vaught (“Employee”), but shall not become effective until the purchase
by Company of the insurance products needed to fund the deferred compensation
benefits for Employee described in Schedule A, which purchase shall be made
within sixty (60) days of the date hereof.


 


INTRODUCTION


 


Whereas, the Board of Directors of Company
(the “Board”) has determined that it is in the best interests of Company to
retain Employee’s services and to reinforce and encourage the continued
attention and dedication of Employee to his assigned duties; and


 


Whereas, the Board has previously entered
into an employment agreement with Employee dated November 19, 2003, but
effective January 4, 2004, governing Employee’s compensation and salary (the “Employment
Agreement”); and


 


Whereas, Employee is willing to provide
Company with a covenant that he will not engage in competition with Company in
exchange for Company’s willing to provide him with certain deferred
compensation benefits pursuant to the attached Schedule A.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
premises and the mutual covenants herein contained, Company and Employee hereby
agree as follows:


 


1.                                       Definitions:
The following definitions shall apply to this Agreement:


 


(a)                                  Termination for Cause.  Termination for Cause shall be defined to be
termination of Employee’s employment with Company for commission of a felony or
of a misdemeanor involving moral turpitude.


 


(b)                                 Change in Control.  The term Change in Control shall have the
following meaning:


 


(i)                                     Any
person or entity or group of affiliated persons or entities (other than Company)
becomes a beneficial owner, directly or indirectly, of 20% or more of Company’s
voting securities or all or substantially all of the assets of Company;


 


(ii)                                  Company
enters into a definitive agreement which contemplates the merger, consolidation
or combination of Company with an unaffiliated entity in which either or both
of the following is to occur:  (i) the
Board of Directors of Company, as applicable, immediately prior to such merger,
consolidation or combination will constitute less than a majority of the board
of directors of the surviving, new or combined entity; or (ii) less than 75% of
the outstanding voting securities of the surviving, new or combined entity will
be beneficially owned by the stock holders of Company immediately prior to such
merger, consolidation or combination; provided, however, that if any definitive
agreement to merge, consolidate or combine is terminated without consummation
of the transaction, then no Change in Control shall be deemed to have occurred
pursuant to this paragraph;


 


(iii)                               Company
enters into a definitive agreement which contemplates the transfer of all or
substantially all of Company’s assets, other than to a wholly-owned Subsidiary
of Company; provided, however, that if any definitive agreement to transfer
assets is terminated without consummation of the transfer, then no Change in
Control shall be deemed to have occurred


 


1





















 


pursuant to this paragraph; or


 


(iv)                              A
majority of the members of the Board of Directors of Company shall be persons
who: (i) were not members of such Board on the date this plan is approved by
the stock holders of Company (“current members”); and (ii) were not nominated
by a vote of such Board which included the affirmative vote of a majority of
the current members on such Board at the time of their nomination (“future
designees”) and (iii) were not nominated by a vote of such Board which included
the affirmative vote of a majority of the current members and future designees,
taken as a group, on such Board at the time of their nomination.


 


2.                                       Non-Competition:
For and in consideration of the deferred compensation benefits granted by
Company to Employee under the terms of this Agreement, if (1) Company
terminates Employee’s employment other than for cause and Employee does not
renounce his right to the deferred compensation benefits provided for herein
within thirty (30) days of his termination, or (2) Employee resigns
voluntarily, then Employee agrees that he will not, during the term of Employee’s
employment with Company and during the period from the termination of Employee’s
employment by resignation or otherwise until his forty-sixth (46th)
birthday, directly or indirectly engage in the business of banking, or any
other business in which Company directly or indirectly engages during the term
of Employee’s employment with Company, in any county of any state in which
Company has an office or branch at the time of termination.  For purposes of this section, Employee shall
be deemed to engage in a business if he directly or indirectly, engages or
invests in, owns, manages, operates, controls or participates in the ownership,
management, operation or control of, is employed by, associated or in any
manner connect with, or renders services or advice to, any business engaged in
banking or financial services; provided, however, that Employee may invest in
the securities of any enterprise (but without otherwise participating in the
activities of such enterprise) if two conditions are met:  (A) 
such securities are listed on any national or regional securities
exchange or have been registered under Section 12(g) of the Securities Exchange
Act of 1934; and (B) Employee does not beneficially own as defined in Rule 1
3d-3 promulgated under the Securities Exchange Act of 1934 in excess of 1% of
the outstanding capital stock of such enterprise. The provisions of this
section shall remain binding after termination of Employee’s employment
regardless of the reason for Employee’s termination.


 


3.                                       Confidential Information.  Employee recognizes and acknowledges that he
will have access to certain information of Company and that such information is
confidential and constitutes valuable, special and unique property of Company.  Employee shall not at any time, either during
or subsequent to the term of this Agreement, disclose to others, use, copy or
permit to be copied, except as directed by law or in pursuance of Employee’s
duties for or on behalf of Company, its successors, assigns or nominees, any
Confidential Information of Company (regardless of whether developed by
Employee), without the prior written consent of Company.


 


The term “Confidential Information” with
respect to any person means any Company secret or confidential information or
know-how and shall include, but shall not be limited to, the plans; customers;
customer specific information; customer specific loan pricing, loan needs, and
maturity dates; costs, prices, rates, uses, and applications of products and
services; customer specific deposit information; results of investigations;
studies owned or used by such person; and all products, processes,
compositions, computer programs, and servicing, marketing or operational
methods and techniques at any time used, developed, investigated, made or sold
by such person, before or during the term of this Agreement, that are not
readily available to the banking industry or that are maintained as
confidential by such person.  Employee
shall maintain in confidence any Confidential Information of third parties
received as a result of Employee’s employment with Company in accordance with
Company’s obligations to such third parties and the policies established by
Company.


 


2





















 


4.                                       Delivery of Documents upon
Termination.  Employee
shall deliver to Company or its designee at the termination of Employee’s
employment all correspondence, memoranda, notes, records, drawings, sketches,
plans, customer lists, product compositions, and other documents and all copies
thereof, made, composed or received by Employee, solely or jointly with others,
that are in Employee’s possession, custody, or control at termination and that
are related in any manner to the past, present, or anticipated business of
Company.  The foregoing notwithstanding,
Employee may retain the original of any document which is primarily of a
personal nature or relates to his personal business or employment, provided
that a copy of the same is given to Company and Company is advised that
Employee is retaining the original. 
Further, Employee may retain a copy of any document that a similarly
situated prudent person would keep, but shall advise Company of each such copy
so retained.  In keeping with the
provisions of Section 3, Employee shall keep confidential any Confidential
Information contain in the retained documents except to the extent disclosure
of the same is necessary to defend Employee against a claim made by Company or
others.


 


5.                                       No Solicitation.
For and in consideration of the deferred compensation benefits granted by
Company to Employee under the terms of this Agreement, Employee agrees that he
will not, during the term of Employee’s employment with Company and, if
Employee’s employment with Company terminates for any reason other than the
events expressly defined in Section 9 of this Agreement, during the period from
the termination of Employee’s employment until his forty-sixth birthday,
solicit the employment or services of, hire, or assist in the hiring of any
person eligible for Company’s compensation or benefit plans for senior officers
or executives, directly or indirectly for the benefit of any bank or financial
institution or any company or other entity affiliated, directly or indirectly,
with another bank or financial institution other than Company.


 


6.                                       No Tampering.
For and in consideration of the deferred compensation benefits granted by
Company to Employee under the terms of this Agreement, Employee agrees that he
will not, during the term of Employee’s employment with Company and, if
Employee’s employment with Company terminates for any reason other than the
events expressly defined in Section 9 of this Agreement, during the period from
the termination of Employee’s employment until his forty-sixth birthday,
directly or indirectly (a) request, induce or attempt to influence any existing
or prospective customers, vendors or licensors of Company to curtail or cancel
any business they may transact with Company; or (b) request, induce or attempt
to influence any senior or executive employee of Company to terminate that
employee’s employment with Company.  For
purposes of this Section 6, “prospective customers” shall mean individuals or
entities whom Company or its affiliates have contacted regarding specific
business within the twelve (12) months immediately preceding the termination of
this Agreement.


 


7.                                       Remedies.
Employee acknowledges that a remedy at law for any breach or attempted breach
of Employee’s obligations under Sections 2 through 6 may be inadequate, agrees that
Company may be entitled to specific performance and injunctive and other
equitable remedies in case of any such breach or attempted breach and further
agrees to waive any requirement for the securing or posting of any bond in
connection with the obtaining of any such injunctive or other equitable
relief.  Employee agrees and stipulates
that if Company can prove a violation of any one covenant, that it shall be
entitled to injunctive relief on all such covenants and that proof of one such
violation is satisfactory to show that Company will suffer immediate and
irreparable harm if injunctive relief is not granted.  Company shall have the right to offset
against amounts to be paid to Employee pursuant to the terms hereof any amounts
from time to time owing by Employee to Company. 
The termination of Employee’s employment pursuant to this Agreement
shall not be deemed to be a waiver by Company of any breach by Employee of this
Agreement or any other obligation owed Company, and notwithstanding such a
termination, Employee shall be liable for all damages attributable to such a
breach.   Upon the breach of this
Agreement by Company of any of its obligations arising hereunder to Employee,
Employee shall be entitled to pursue a claim for benefits due under Section 8
in addition to, and without any reduction for, the release of Employee’s
obligations under Section 9.


 


3





















 


8.                                       Deferred Compensation
Benefits:  In
consideration of the covenants contained herein, Company agrees to provide
deferred compensation benefits to Employee, in addition to all other such
benefits provided to Employee by Company, in the amount set forth in Schedule A
under the column “Annual Benefit Upon Termination” for the age specified in
said schedule (the “Benefit Amount”) upon the termination of his employment.
With respect to a Change in Control as defined in Section 1, Employee will be
entitled to the benefits in the amount set forth in Schedule A under the column
“Change in Control Annual Benefit” (the “Change in Control Benefit Amount”).
Both the Benefit Amount and Change in Control Benefit Amount shall be paid for
ten (10) consecutive years. If Employee dies after he has commenced drawing the
benefits contemplated herein, then said benefits shall continue to be paid for
the balance of the ten (10) year period to his named beneficiary. However, if
Employee’s employment is Terminated for Cause as defined in Section 1, then
Company shall be released from its duty to pay the benefits contemplated in
this section.


 


Notwithstanding anything herein to the
contrary, Employee or his beneficiaries may not begin to receive any benefits
until Employee reaches, or, in the event of his death, would have reached age
fifty (50). In the alternative, if Employee is still employed by Company on his
fiftieth (50th) birthday, Employee may agree to continue to be bound
by the non-competition provisions contained herein, in which case his deferred
compensation benefit shall continue to accrue until age sixty (60) as provided
in the attached Schedule A.


 


9.                                       Release of Covenants:
Employee shall be released from the covenants contained in Sections 2, 5, and 6
upon the occurrence of any of the following events: (i) the Termination for
Cause of Employee’s employment by the Company as defined in Section 1; (ii) a
Change in Control as defined in Section 1; or (iii) any material breach by
Company of its obligations to Employee arising under this Agreement or the
Employment Agreement, including (a) any amendments or addenda related to either
this Agreement or the Employment Agreement or (b) any future non-competition
agreement or employment agreement, if said breach remains uncured for more than
thirty (30) days after Employee gives Company written notice of breach
specifying the nature of the breach.


 


10.                                 Miscellaneous Provisions.


 


(a)                                  Employee’s Heirs, etc.  Employee may not assign Employee’s rights or
delegate Employee’s duties or obligations hereunder without the written consent
of Company, which consent shall not be unreasonably withheld.  This Agreement shall inure to the benefit of
and be enforceable by Employee’s personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees.  If Employee should die prior to his receipt
of all benefits due him hereunder, said unpaid benefits shall be paid to
Employee’s designee or, if there be no such designee, to Employee’s estate.


 


(b)                                 Notices.  Any notice or communication required or
permitted under the terms of this Agreement shall be in writing and shall be
delivered personally, or sent by registered or certified mail, return receipt
requested, postage prepaid, or sent by nationally recognized overnight carrier,
postage prepaid, or sent by facsimile transmission to Company at Company’s
principal office and facsimile number in Greeneville, Tennessee listed below or
to Employee at the address and facsimile number listed below with a copy to his
attorney.  Such notice or communication
shall be deemed given (a) when delivered if personally delivered; (b) five
mailing days after having been placed in the mail, if delivered by registered
or certified mail; (c) the business day after having been placed with a
nationally recognized overnight carrier, if delivered by nationally recognized
overnight carrier, and (d) the business day after transmittal when transmitted
with electronic confirmation of receipt, if transmitted by facsimile.  Any party may change the address or facsimile
number to which notices or communications are to be sent to it by giving notice
of such change in


 


4





















 


the manner herein provided for giving
notice.  Until changed by notice, the
following shall be the address and facsimile number to which notices shall be
sent:


 


	
   

  	
  If to Company, to:

  	
  Greene County Bancshares

  
	
   

  	
   

  	
  100 N. Main Street

  
	
   

  	
   

  	
  Greeneville, TN 37743

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Employee, to:

  	
  Kenneth R. Vaught

  
	
   

  	
   

  	
  3619 Helmsley Court

  
	
   

  	
   

  	
  Maryville, TN 37803

  
	
   

  	
   

  	
   

  
	
   

  	
  With a copy to:

  	
  C. Coulter Gilbert, Esq.

  
	
   

  	
   

  	
  Kennerly, Montgomery & Finley, P.C.

  
	
   

  	
   

  	
  4th Floor, Bank of America
  Building

  
	
   

  	
   

  	
  550 Main Street

  
	
   

  	
   

  	
  Knoxville, TN 37902

  



 


(c)                                  Amendment or Waiver.  No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Employee and an authorized officer of Company
(other than Employee).  No waiver by
either party hereto at any time of any breach by the other party hereto of or
compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar
provisions or conditions at the same or at any prior or subsequent time.  No agreements or representations, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party that are not set forth expressly in this Agreement.


 


(d)                                 Invalid Provisions.  Should any portion of this Agreement be
adjudged or held to be invalid, unenforceable or void, such holding shall not
have the effect of invalidating or voiding the remainder of this Agreement and
the parties hereby agree that the portion so held invalid, unenforceable or
void shall if possible, be deemed amended or reduced in scope, or otherwise be
stricken from this Agreement to the extent required for the purposes of
validity and enforcement thereof.


 


(e)                                  Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.


 


(f)                                    Survival of Employee’s
Obligations.  Except as
otherwise provided herein, Employee’s obligations under this Agreement shall
survive regardless of whether Employee’s employment by Company is terminated,
voluntarily or involuntarily, by Company or Employee, with or without Cause.


 


(f)                                    Governing Law.  This Agreement and any action or proceeding
related to it shall be governed by and construed under the laws of the State of
Tennessee.  The parties agree that venue
in any litigation shall be in Knox County, TN, the parties having agreed and
stipulated that Knox County, TN is a neutral and fair venue to both sides.  The parties also hereby agree to waive any
objection to or defense against Knox County, TN as the place of venue.


 


(h)                                 Captions and Gender.  The use of Captions and Section headings
herein is for purposes of convenience only and shall not effect the
interpretation or substance of any provisions contained herein.


 


5





















 


Similarly, the use of the masculine gender
with respect to pronouns in this Agreement is for purposes of convenience and
includes either sex who may be a signatory.


 


(i)                                     Entire Agreement.  This Agreement, along with the Employment
Agreement and any attached schedules, represents the entire agreement between
Company and Employee concerning the subject matter of Employee’s employment and
supersedes any prior agreements.


 


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


 


	
  THE EMPLOYEE:

  	
   

  	
  THE COMPANY:

  
	
   

  	
   

  	
  Greene County Bancshares, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  /s/ Kenneth R. Vaught

  	
   

  	
  By:

  	
  /s/ R. Stan Puckett

  	
   

  	
   

  
	
  Kenneth R. Vaught

  	
   

  	
   

  	
   

  
	
  President & COO

  	
   

  	
  Title:

  	
  Chairman of the Board and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Greene County Bank

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Terry Leonard

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chairman of Compensation Committee

  	
   

  
							



 


6





















 


Schedule A – Summary of
Benefits for Non Compete Agreement


 


	
  Period

  Ending

  Aug of

  	
   

  	
  Age

  	
   

  	
  Accrued

  Liability

  	
   

  	
  %

  Vested

  in

  Accrued

  Liability

  	
   

  	
  Value of

  Vested

  Benefit

  	
   

  	
  Annual

  Benefit

  Upon

  Termination

  (1)

  	
   

  	
  Change

  in

  Control

  Annual

  Benefit

  (1)

  	
   

  	
  Preretirement

  Annual

  Death

  Benefit

  (2)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2004

  	
   

  	
  40

  	
   

  	
  $

  	
  0

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  0

  	
   

  	
  $

  	
  0

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2005

  	
   

  	
  41

  	
   

  	
  $

  	
  60,821

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  60,821

  	
   

  	
  $

  	
  14,613

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2006

  	
   

  	
  42

  	
   

  	
  $

  	
  125,715

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  125,715

  	
   

  	
  $

  	
  28,309

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2007

  	
   

  	
  43

  	
   

  	
  $

  	
  194,955

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  194,955

  	
   

  	
  $

  	
  41,146

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2008

  	
   

  	
  44

  	
   

  	
  $

  	
  268,832

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  268,832

  	
   

  	
  $

  	
  53,177

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2009

  	
   

  	
  45

  	
   

  	
  $

  	
  347,656

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  347,656

  	
   

  	
  $

  	
  64,452

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2010

  	
   

  	
  46

  	
   

  	
  $

  	
  431,760

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  431,760

  	
   

  	
  $

  	
  75,020

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2011

  	
   

  	
  47

  	
   

  	
  $

  	
  521,497

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  521,497

  	
   

  	
  $

  	
  84,924

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2012

  	
   

  	
  48

  	
   

  	
  $

  	
  617,243

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  617,243

  	
   

  	
  $

  	
  94,207

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2013

  	
   

  	
  49

  	
   

  	
  $

  	
  719,402

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  719,402

  	
   

  	
  $

  	
  102,907

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  7/2014

  	
   

  	
  50

  	
   

  	
  $

  	
  819,046

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  819,046

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  	
  $

  	
  111,000

  	
   

  
	
  2015

  	
   

  	
  51

  	
   

  	
  $

  	
  853,446

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  853,446

  	
   

  	
  $

  	
  115,662

  	
   

  	
  $

  	
  115,662

  	
   

  	
  $

  	
  115,662

  	
   

  
	
  2016

  	
   

  	
  52

  	
   

  	
  $

  	
  889,291

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  889,291

  	
   

  	
  $

  	
  120,520

  	
   

  	
  $

  	
  120,520

  	
   

  	
  $

  	
  120,520

  	
   

  
	
  2017

  	
   

  	
  53

  	
   

  	
  $

  	
  926,641

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  926,641

  	
   

  	
  $

  	
  125,582

  	
   

  	
  $

  	
  125,582

  	
   

  	
  $

  	
  125,582

  	
   

  
	
  2018

  	
   

  	
  54

  	
   

  	
  $

  	
  965,560

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  965,560

  	
   

  	
  $

  	
  130,856

  	
   

  	
  $

  	
  130,856

  	
   

  	
  $

  	
  130,856

  	
   

  
	
  2019

  	
   

  	
  55

  	
   

  	
  $

  	
  1,006,114

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,006,114

  	
   

  	
  $

  	
  136,352

  	
   

  	
  $

  	
  136,352

  	
   

  	
  $

  	
  136,352

  	
   

  
	
  2020

  	
   

  	
  56

  	
   

  	
  $

  	
  1,048,370

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,048,370

  	
   

  	
  $

  	
  142,079

  	
   

  	
  $

  	
  142,079

  	
   

  	
  $

  	
  142,079

  	
   

  
	
  2021

  	
   

  	
  57

  	
   

  	
  $

  	
  1,092,402

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,092,402

  	
   

  	
  $

  	
  148,046

  	
   

  	
  $

  	
  148,046

  	
   

  	
  $

  	
  148,046

  	
   

  
	
  2022

  	
   

  	
  58

  	
   

  	
  $

  	
  1,138,283

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,138,283

  	
   

  	
  $

  	
  154,264

  	
   

  	
  $

  	
  154,264

  	
   

  	
  $

  	
  154,264

  	
   

  
	
  2023

  	
   

  	
  59

  	
   

  	
  $

  	
  1,186,091

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,186,091

  	
   

  	
  $

  	
  160,743

  	
   

  	
  $

  	
  160,743

  	
   

  	
  $

  	
  160,743

  	
   

  
	
  2024

  	
   

  	
  60

  	
   

  	
  $

  	
  1,235,906

  	
   

  	
  100.00

  	
  %

  	
  $

  	
  1,235,906

  	
   

  	
  $

  	
  167,494

  	
   

  	
  $

  	
  167,494

  	
   

  	
  $

  	
  167,494

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  











(1)          If termination occurs at or before age 50, payments commence at age 50
and are payable to the officer or his beneficiary in equal annual installments
for 10 years.  If termination occurs
after age 50, payments commence the month following termination and are payable
in equal annual installments for 10 years. 
After age 50, the benefit payments grow at 4.20%.


 


(2)          If Employee dies prior to July 2, 2014 while still employed by the
Company, death benefit payments commence August 1, 2014.  If Employee dies after July 1, 2014 while
employed by the Company, benefit payments commence within 90 days of the date
of receipt of the death certificate.  In
either case, the listed annual benefit amount is to be paid in equal monthly installment
for 10 years.


 


Note:      The Accrued Liability balance is based on the
accruals required under Generally Accepted Accounting Principles (GAAP).  It is based on a plan commencement date of
September 1, 2004, the interest method of accounting, and a 6.50% discount
rate, compounded monthly.


 


7