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

 

**EMPLOYMENT CONTRACT**

** **

THISEMPLOYMENT AGREEMENT (“Agreement”) is made as of the 1st day of January 2008,between MONTEREY COUNTY BANK, a California corporation **(**Bank”), and CHARLES T. CHRIETZBERG,JR. (“Executive”)

 

WITNESSETH

 

WHEREAS,Executive has served as the Chairman and Chief Executive Officer of Bank since1987 with distinction, leading the Bank to a “Super Premier Performing” ratingeach year since 2003; and

 

WHEREAS, thelatest Employment Agreement between Executive and Bank expires as of December 31,2007; and

 

WHEREAS, Bankdesires that Executive continue to be employed as Bank’s Chairman, Presidentand Chief Executive Officer, and to document the terms of such employment; and

 

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

 

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

 

A.                                    TERMOF EMPLOYMENT

 

1.     Term. Bank hereby agrees tocontinue to employ Executive, and Executive hereby accepts employment withBank, for the period of three (3) years, commencing on January 1, 2008,subject however, to prior termination of this Agreement as hereinafter provided(the “Term”).  When used herein, “Term”shall refer to the entire period of employment of Executive by Bank hereundercommencing January 1, 2008 (the “Effective Date”), whether for the periodprovided above, or whether terminated earlier as hereinafter provided.

 

B.                                      DUTIESOF EXECUTIVE

 

1.     Duties. Executive shall perform the dutiesof Chairman of the Board, President and Chief Executive Officer of Bank,subject to the powers by law vested in the Board of Directors   of Bank and in Bank’s shareholders, and shallserve as a Director of Bank if elected by the shareholders.  During the Term, Executive shall performexclusively the services herein contemplated to be performed by Executive withdue care, faithfully, diligently, to the best of Executive’s ability and incompliance with all applicable laws, policies adopted by the Board ofDirectors, and Bank’s Articles 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 passive naturein any business or venture, provided however, that such business or venture isneither in competition or conflict,

 

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

 

4.     Physical Examination.Executive shall take an annual physical examination during each year during theTerm of this contract. Said physical examination(s) shall be conducted atthe expense of the Bank.

 

C.             COMPENSATION

 

1.     Salary. ForExecutive’s services hereunder, Bank shall pay or cause to be paid as annualgross base salary to Executive the amount of not less than $300,000 during eachof the years of the Term, beginning with the Effective Date. Executive shallalso, so long as he serves on the Board of Directors, be entitled to director’sfees on the same basis as paid to outside directors, if the Board of Directorsdoes not exclude him from such directors fees. The Board of Directors shall also, from time to time, and at least onceeach calendar year grant such additional “merit” increases, if any, in the basesalary as are determined after review to be appropriate in the discretion ofthe Board of Directors.  Executive’ssalary shall be payable in equal installments in conformity with Bank’s normalpayroll periods as in effect from time to time.

 

D.            EXECUTIVE BENEFITS

 

1.     Vacation. Executiveshall be entitled to a vacation leave of four (4) weeks during each yearof 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 vacationduring each calendar year, with the consent of the Board of Directors.

 

2.     Automobile Allowance.During the term hereunder, Bank shall provide Executive, for Executive’s soleuse, a suitable full—size automobile, or if the Executive desires to use hisown automobile, Bank shall pay Executive a comparable auto allowance (not lessthan $750 per month) as determined by the Board of Directors. Bank shall payall operating expenses of any nature whatsoever with regard to such automobile.  Executive shall use reasonable efforts tofurnish to Bank substantially adequate records and other documentary evidencerequired by federal and state statutes and regulations issued by the 

 

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appropriate taxing authoritiessubstantiating the extent to which such payments are deductible businessexpenses of Bank and not deductible additional compensation to Executive.  Bank shall also procure, pay for and maintainin force adequate insurance coverage for such automobile. Bank and Executiveagree that the value of Executive’s personal use of the automobile is twenty(20%) of the annual cost of the automobile lease, repairs, and gasoline whichshall be treated for tax purposes as additional compensation to Executive,subject to appropriate withholding.

 

3.     Group Medical and LifeInsurance Benefits. Bank shall provide for Executive, at Bank’s expense tothe extent permitted by Bank policy, participation in a comprehensive majormedical, dental, and optical plan, with accident benefits, equivalent to either(i) the maximum available from time to time under the California BankersAssociation Group Insurance Program for an employee of Executive’s salarylevel; or (ii) the benefits under an insurance program adopted on anon—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 theBank until normal retirement, commencing age 65.   The Salary Continuation Plan shall providethe following with regard to the division of death proceeds should Mr. Chrietzbergdie before his sixty-fifth (65th) birthday; his beneficiary(ies)shall be entitled to an amount equal to $2,940,000 or the net at risk insuranceportion of the proceeds, whichever amount is less.  The net at risk insurance portion is thetotal proceeds less the cash value of the policy.  Should Mr. Chrietzberg die on orsubsequent to his sixty-fifth (65th) birthday, his beneficiary(ies)shall be entitled to an amount equal to $1,000,000 plus the present value ofthe remaining retirement benefits due to Mr. Chrietzberg or the net atrisk insurance portion of the proceeds, whichever is less, and the Bank shallbe entitled to the remainder of such proceeds.

 

5.     Bonus. For thecalendar year 2008, and for each full calendar year of the Term completed byExecutive pursuant to this Agreement, he shall be entitled to an IncentiveBonus determined in accordance with this paragraph.  The Incentive Bonus shall equal the lesser of(i) $300,000, or (ii) the sum of the ROA Bonus and the ROE Bonus,determined in accordance with the Exhibit D-4.  This bonus shall be payable in January ofthe year following completion of the year on which it is based, or as soonthereafter as is practical after the Bank’s certified public accountants havedelivered their report on the Bank’s condition and results of operations forthe year.

 

6.     Sick Leave.  Executive shall be entitled to days of paidsick leave in accordance with Bank policy.

 

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E.                                       BUSINESSEXPENSES AND REIMBURSEMENT.

 

1.             Business Expenses. Executiveshall be entitled to reimbursement by Bank for any ordinary and necessarybusiness expenses incurred by Executive in the performance of Executive’sduties and in acting for Bank during the Term. Types of expenses qualifying for such reimbursement shall be determinedby the Board of Directors. Executive shall furnish to Bank adequate records andother documentary evidence required by federal and state statutes andregulations issued by the appropriate taxing authorities for the substantiationof such payments as deductible business expenses of Bank and not as deductiblecompensation to Executive; provided, however, that reimbursement of suchexpenses shall not be dependent on proving deductibility of such expenses fortax purposes if such expenses are otherwise determined by the Board ofDirectors, in its sole discretion, to be appropriate.

 

F.                                        TERMINATION.

 

1.       Termination With Cause.Except as otherwise provided herein, this Agreement may be terminated by Bank,at Bank’s option with notice to Executive, upon the occurrence of any of thefollowing events:

 

(a)         A material breach byExecutive of any of the terms or provisions of this Agreement;

 

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

 

(c)           Executive hascommitted 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)           Executive materiallyfails to perform or habitually neglects Executive’s duties or commits amaterial act of malfeasance or misfeasance in connection therewith; or

 

(e)           Executive becomespermanently disabled as such is defined in his or Bank’s disability insurancepolicy and such disability makes Executive eligible for benefits thereunder (orif no such definition, as defined by federal law or regulation pursuant to theSocial Security Act or a rebated statute). Any controversy concerning Executive’s disability shall be settled byarbitration in accordance with the rules of the American ArbitrationAssociation.  Any termination pursuant tothis subsection (d) shall not affect the continued operation of anydisability income continuation plan, which may be established for the benefitof Executive;

 

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(f)            An order under 12U.S.C. 1818(b) or (e) or any similar statute is issued againstExecutive or Bank which calls for his suspension or removal from office; 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.       Termination WithoutCause.

 

(a)           During the Term,this Agreement may be terminated by Bank without cause upon written notice toExecutive.

 

(b)           During the Term,this Agreement may be terminated by Executive without cause upon sixty (60)days’ prior written notice to Bank. Executive and Bank agree that it would beimpractical or extremely difficult to fix the actual damage caused by Executive’sbreach 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.       Compensation UponTermination.

 

(a)           If Executive’semployment with Bank is terminated by Bank pursuant to Section F.1. hereofor by Executive pursuant to Section F.2. hereof, Executive shall then onlybe entitled to receive salary through the effective date of such termination(without pro-ration of the Incentive Bonus described in Section D.4 above)and shall receive any incurred but not reimbursed business expenses (subject tothe provisions of Section E.1. hereof).

 

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

 

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Bonus (when calculated inaccordance with the timing set forth in Section D.4) for any calendar yearin which his employment is terminated by the Bank pursuant Section F.2 inan amount equal to a pro—rated portion of the Incentive Bonus provided in Section D.4above (calculated as though the period from the beginning of the year until theend of the month prior to the termination were a full year)

 

G. GENERAL PROVISIONS.

 

1.             Ownership ofBooks and Records; Confidentiality. (a) All records or copies thereofof the 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)    During the Term, Executivewill have access to and become acquainted with what Executive and Bankacknowledge are trade secrets, to wit, knowledge or data concerning Bank,including its operations and business, and the identity of customers of Bank,including knowledge of their financial condition, their financial needs, aswell as their methods of doing business. Executive shall not disclose any of the aforesaid trade secrets,directly or indirectly, or use them in any way, either during the Term orthereafter, except as required in the course of Executive’s employment withBank.  Executive shall not solicit anyemployee or customer of Bank to become an employee or customer of anotherinstitution until the later of six (6) months following the end of theTerm or the end of the Severance Period.

 

2.             Assignment andModification. This Agreement, and the rights and duties hereunder, may notbe 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.             Further Assurance.From time to time each party will execute and deliver such further instrumentsand will take such other action as the other party reasonably may request inorder to discharge and perform the obligations and agreements hereunder.

 

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

 

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a.     The Party desiring toresolve the dispute through arbitration shall serve upon the Party a writtennotice of intent to exercise rights under this 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.     The arbitrator shall set adate for a hearing which shall be no less than thirty (30) days and no morethan one hundred twenty (120) days after the arbitrator is selected.  At the arbitration, each party shall presentto the arbitrator the reasons why the respective positions of the parties shouldbe upheld.  In considering sucharguments, the arbitrator may consider any evidence reasonably believed by himto 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 applynor any formal prerequisites required by the California Evidence Code for theintroduction of documents.  Nothingcontained herein shall prevent either party from arguing about the weight to begiven any evidence under the Evidence Code or otherwise.  The arbitrator shall not be bound by eitherthe Evidence Code, or the Code of Civil Procedure in determining the evidenceto be presented, admitted by him, or the method by which evidence and argumentsmay be presented.  All methods ofdiscovery permitted by the Code of Civil Procedure shall be permitted exceptuse of requests for admissions. Furthermore, a party shall only have fifteen (15) days from receipt ofinterrogatories, or request for production to respond to the propoundingparty.  Each party shall have the rightto take the deposition of the other on twenty (20) days notice.  The arbitrator shall determine a method forresolution of any discovery dispute, which may include selecting one arbitratorto resolve disputes by telephone conference. The arbitrator may establish such rules as he deems reasonable forthe conduct of the arbitration, including requirements for the filing ofmemoranda supporting the parties’ positions.

 

c.     The decision of the arbitrator shall bebinding upon the Parties and shall constitute a complete determination of theissues considered by the arbitrator.  Theprovisions this Section shall constitute a binding arbitration agreementbetween the Parties pursuant to Code of Civil Procedure Section 1321 etseq.

 

d.     Each party shall be responsible for one—half of all costs of thearbitration. Each party shall deposit with the AAA, one—half (1/2) of allrequired deposits.  The failure of eitherparty to make such deposit within thirty (30) days of notice of such cost shallautomatically entitle the other party to an arbitration determination favorableto the party making the required deposit. Each party shall pay their own fees and attorneys’ fees and costs forthe arbitration.

 

e.     No arbitrator shall have ever been employed by either party ortheir successors in interest or any of their Shareholders, officers, directors,partners nor shall they be related to any of such individuals by anyrelationship closer than consanguinity in the third degree.

 

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**NOTICE.BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TOHAVE ANY DISPUTE ARISINGOUT OF THE MATTERS INCLUDED IN THE “ARBITRATION OF DISPUTES” PROVISIONS DECIDEDBY NEUTRAL ARBITRATION, AS PROVIDED HEREIN AND BY CALIFORNIA LAW, AND YOUHEREBY AGREE TO WAIVE ANY RIGHTS YOU MAY POSSESS TO HAVE SUCH DISPUTELITIGATED AND RESOLVED IN A COURT OR JURY TRIAL.**

 

**BYINITIALING IN THE SPACE BELOW YOU HEREBY WAIVE YOUR JUDICIAL RIGHTS TODISCOVERY AND APPEAL, UNLESS SUCH RIGHTS ARE INCLUDED IN THIS ARBITRATION OFDISPUTES PROVISION.**

 

**IFYOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THISPROVISION, YOU MAY BECOMPELLED TO ARBITRATE UNDER THE AUTHORITY OF THE CALIFORNIA CODE OF CIVILPROCEDURE. YOUR EXECUTION OF THIS AGREEMENT AND YOUR APPROVAL, SPECIFICALLY OFTHIS PARAGRAPH 16, ACKNOWLEDGES THAT YOUR EXECUTION OF THIS PROVISION ISVOLUNTARY AND THAT PRIOR TO SUCH EXECUTION YOU HAVE CONSULTED WITH INDEPENDENTCOUNSEL CONCERNING THE EFFECTS OF SUCH PROVISION TO THE EXTENT YOU HAVE DEEMEDNECESSARY, PRIOR TO YOUR EXECUTION OF THIS PROVISION.**

 

**THE PARTIES HEREBY ACKNOWLEDGE, UNDERSTANDAND AGREE TO,**THE **TERMS HEREOF AND TO THESUBMISSION OF ANY DISPUTES TO ARBITRATION BY THE AAA, AS SET FORTH HEREIN.**

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

 

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

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

 

or to such other party or address as either of the parties maydesignate in a written notice 

 

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served upon the other party in the manner provided herein.  All notices required or permitted hereundershall be deemed duly given and received on the date of delivery if delivered inperson or on the second day next succeeding the date of mailing if sent bycertified or registered mail, postage prepaid.

 

5.           Successors.               This Agreement shall be bindingupon, and shall inure to the benefit of, the successors and assigns of theparties.

 

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

 

7.           Governing Law.     ThisAgreement shall be construed in accordance with the laws of the State ofCalifornia.

 

8.           ExecutedCounterparts.     This Agreement may be executedin one or more counterparts, all of which together shall constitute a singleagreement and each of which shall be an original for all purposes.

 

9.           Section Headings.     The various section headings areinserted for convenience of reference only and shall not affect the meaning orinterpretation of this Agreement or any section hereof.

 

10.         Calendar Days/Close of Business.Unless the context so requires, all periods terminating on a given day, periodof days or date shall terminate on the close of business on that day or dateand references to “days” shall refer to calendar days.

 

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

 

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

 

IN WITNESS WHEREOF, thisAgreement is executed as of the day and year first above written.

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

 

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# **EXHIBIT D-4**

 

## **CALCULATION OF BONUS**

 

TheROA and ROE Bonuses shall be based on the Bank’s pretax return on average assetsand beginning equity using the following amounts.

 
| **ROA** | ** ** | **ROA BONUS** | ** ** | **ROE** | ** ** | **ROE BONUS** |
|---------|------------|--------------------|------------|---------|------------|--------------------|
| 1.1%    |       | $                  | 10,000     |    | 11%        |               | $ | 10,000 |
| 1.2%    |       | $                  | 20,000     |    | 12%        |               | $ | 20,000 |
| 1.3%    |       | $                  | 30,000     |    | 13%        |               | $ | 30,000 |
| 1.4%    |       | $                  | 40,000     |    | 14%        |               | $ | 40,000 |
| 1.5%    |       | $                  | 50,000     |    | 15%        |               | $ | 50,000 |
| 1.6%    |       | $                  | 60,000     |    | 16%        |               | $ | 60,000 |
| 1.7%    |       | $                  | 70,000     |    | 17%        |               | $ | 70,000 |
| 1.8%    |       | $                  | 80,000     |    | 18%        |               | $ | 80,000 |
| 1.9%    |       | $                  | 90,000     |    | 19%        |               | $ | 90,000 |
| 2.0%    |       | $                  | 100,000    |    | 20%        |               | $ | 100,000 |
| 2.1%    |       | $                  | 120,000    |    | 21%        |               | $ | 120,000 |
| 2.2%    |       | $                  | 140,000    |    | 22%        |               | $ | 140,000 |
| 2.3%    |       | $                  | 160,000    |    | 23%        |               | $ | 160,000 |
| 2.4%    |       | $                  | 180,000    |    | 24%        |               | $ | 180,000 |
| 2.5%    |       | $                  | 200,000    |    | 25%        |               | $ | 200,000 |
| 2.6%    |       | $                  | 220,000    |    | 26%        |               | $ | 220,000 |
| 2.7%    |       | $                  | 240,000    |    | 27%        |               | $ | 240,000 |
| 2.8%    |       | $                  | 260,000    |    | 28%        |               | $ | 260,000 |
| 2.9%    |       | $                  | 280,000    |    | 29%        |               | $ | 280,000 |
| 3.0%    |       | $                  | 300,000    |    | 30%        |               | $ | 300,000 |

 

MAXIMUMCOMBINED — $300,000, or $600,000 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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