Unassociated Document


    EXHIBIT
      10.5


    
 

    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT
      (this
“Agreement”) is made and entered into this 2nd day of January, 2008 effective
      for the term provided herein, by and between Reliv’
      International, Inc.
      (hereinafter referred to as the “Company”) and Brett
      M. Hastings
      (hereinafter referred to as the “Employee”).

    


    WHEREAS,
      the
      Employee is presently, and for some time has been, employed as an executive
      for
      the Company and has contributed to the success of the Company; and

    


    WHEREAS,
      the
      Company desires to be assured of the continued association and services of
      Employee and Employee desires to continue in the employment of the Company
      on
      the terms provided herein.

    


    NOW,
      THEREFORE,
      in
      consideration of the continued employment or retention of Employee by the
      Company, Employee’s entitlement of severance upon termination of employment
      under Section 4.8 and the terms, covenants and conditions hereinafter contained,
      the parties hereto agree as follows:

    


    1. Employment,
      Duties and Authority.

    


    1.1 The
      Company hereby employs Employee and Employee hereby accepts employment by the
      Company on the terms, covenants and conditions herein contained.

    


    1.2 The
      Employee is hereby employed by the Company as Vice
      President, Legal.
      The
      Employee shall have such duties, responsibilities and authority as the Company
      shall from time to time provide.

    


    1.3 During
      the term of Employee’s employment hereunder, and subject to the other provisions
      hereof, Employee shall devote his full energies, interest, abilities and
      productive time to the performance of his duties and responsibilities hereunder
      and will perform such duties and responsibilities faithfully and with reasonable
      care for the welfare of the Company. 

    


    2. Compensation
      and Benefits.

    


    2.1 The
      Company shall pay to Employee during the term of employment hereunder a basic
      salary at the annual rate provided in Schedule A hereto. Such annual rate of
      salary may be changed from time to time as the parties agree and such changes
      shall be reflected on Schedule A when made. Such basic salary shall be paid
      by
      the Company to Employee each month, less amounts which the Company may be
      required to withhold from such payments by applicable federal, state or local
      laws or regulations.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.2 Benefits;
      Expense Reimbursement.

    


    2.2.1 The
      Employee shall be entitled to, and shall receive, all benefits of employment
      as
      listed on Schedule A.

    


    2.2.2 During
      the term hereof, the Company shall reimburse Employee for all reasonable and
      necessary expenses incurred by Employee in the performance of his duties
      hereunder, including without limitation, travel, meals, lodging, office supplies
      or equipment subject to such reasonable limitations, restrictions and reporting
      standards as the Employee’s supervisor or the Company may from time to time
      establish. Employee shall provide to the Company promptly after incurring any
      such expenses a detailed report thereof and such information relating thereto
      as
      the Company shall from time to time require. Such information shall be
      sufficient to support the deductibility of all such expenses by the Company
      for
      federal income tax purposes.

    


    3. Term.

    


    The
      employment of Employee hereunder shall be for a one-year term commencing on
      the
      date of this Agreement. Upon the expiration of the initial one-year term or
      any
      one-year renewal term of Employee’s employment hereunder, the term of such
      employment shall be automatically renewed for an additional term of one year,
      unless Employee or the Company shall give notice of the termination of
      Employee’s employment and this Agreement by written notice to the other more
      than 30 days prior to the date of expiration of the initial or any renewal
      term.
      In the event that such notice of termination shall be given timely, this
      Agreement shall terminate on the date of expiration of such initial or renewal
      term. 

    


    4. Termination.

    


    4.1 The
      Company shall be entitled to terminate the Employee’s employment by written
      notice to Employee prior to the expiration of its term or any renewal
      term:

    


    4.1.1 in
      the
      event of an Event of Default with respect to Employee as provided herein,
      or

    


    4.1.2 upon
      the
      permanent mental or physical disability of Employee as provided herein occurring
      during the term or any renewal term of Employee’s employment
      hereunder.

    


    4.2 The
      Company shall be entitled to terminate the Employee’s employment at any time
      upon five days written notice to Employee, subject to the obligations of Section
      4.8.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    4.3 For
      purposes of this Agreement, an Event of Default with respect to Employee shall
      include:

    


    4.3.1 Any
      failure by Employee to perform his duties, responsibilities or obligations
      hereunder in a faithful and diligent manner or with reasonable care and (if
      such
      failure can be cured) the failure by Employee to cure such failure within a
      reasonable amount of time after written notice thereof shall have been given
      to
      Employee by the Company; or

    


    4.3.2 Commission
      by Employee of any material act of dishonesty as an employee of the Company
      or
      of disloyalty to the Company, or any wrongful or unauthorized appropriation,
      taking or misuse of funds, property or business opportunities of the
      Company.

     

    4.4 Permanent
      mental or physical disability of Employee shall be deemed to have occurred
      hereunder when Employee shall have failed or been unable to perform his duties
      hereunder on a full-time basis for an aggregate of 180 days in any one period
      of
      210 consecutive days. In calculating the 180-day time period, unpaid leave
      which
      qualifies under, and which was provided by the Company pursuant to, the Family
      and Medical Leave Act of 1993, as amended, shall not be counted.

    


    4.5 Employee
      shall be entitled to terminate his employment with the Company under this
      Agreement prior to the expiration of its term or any renewal term upon 30 days
      written notice or immediately upon the occurrence of an Event of Default with
      respect to the Company.

    


    4.6 For
      purposes of this Agreement an Event of Default with respect to the Company
      shall
      include:

    


    4.6.1 Any
      failure by the Company to perform its obligations to Employee under this
      Agreement and (if such failure can be cured) the failure by the Company to
      cure
      such failure within a reasonable amount of time after written notice thereof
      shall have been given to the Company by Employee;

    


    4.6.2 The
      Company shall:

    


    (a) admit
      in
      writing its inability to pay its debts generally as they become
      due,

    


    (b) file
      a
      petition for relief under any chapter of Title 11 of the United States Code
      or a
      petition to take advantage of any insolvency under the laws of the United States
      of America or any state thereof,

    


    (c) make
      an
      assignment for the benefit of its creditors,

    


    (d) consent
      to the appointment of a receiver of itself or of the whole or any substantial
      part of its property,

    


    (e) suffer
      the entry of an order for relief under any chapter of Title 11 of the United
      Sates Code, or

    


    (f) file
      a
      petition or answer seeking reorganization under the Federal Bankruptcy Laws
      or
      any other applicable law or statute of the United States of America or any
      state
      thereof.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    4.7 In
      the
      event of termination of this Agreement and Employee’s employment hereunder by
      the Company pursuant to Section 4.1 or 4.2 hereof, all rights and obligations
      of
      the Company and Employee hereunder shall terminate on the date of such
      termination, except for Employee’s right to receive (subject to any rights of
      set off or counterclaim by the Company) all salary, additional compensation
      and
      benefits which shall have accrued prior to the date of such termination as
      well
      as all other rights of the Company or Employee which shall have accrued
      hereunder prior to the date of such termination. The obligation of the Company
      for any further payment of salary, additional compensation or benefits shall
      terminate as at the date of such termination, subject to Section
      4.8.

    


    4.8 In
      the
      event of termination of this Agreement and Employee’s employment hereunder by
      the Company pursuant to Section 4.2 hereof, the Company shall be obligated
      to
      pay Employee an amount of severance equal to six months salary, payable by
      the
      Company over a 12-month period to commence on the date of
      termination.

    


    4.9 In
      the
      event of termination of this Agreement by Employee in accordance with Section
      4.5 hereof, all rights and obligations of the Company and Employee hereunder
      shall terminate on the date of such termination, except for (i) Employee’s right
      to receive (subject to any rights of set off or counterclaim by the Company)
      all
      salary, additional compensation and benefits which shall have accrued prior
      to
      the date of such termination, (ii) severance equal to six months salary, payable
      by the Company over a 12-month period to commence on the date of termination
      and
      (iii) all other rights of the Company or Employee which shall have accrued
      hereunder prior to the date of such termination.

    


    5. Confidential
      Information.

    


    5.1 “Confidential
      Information” for purposes of this Agreement means any and all information
      disclosed by the Company to Employee, whether provided or received orally or
      in
      writing, relating to or concerning the business, projects, products, processes,
      formulas, know-how, techniques, designs or methods of the Company, whether
      relating to research, development, manufacture, purchasing, accounting,
      engineering, marketing, merchandising, selling or otherwise. Without limitation,
      Confidential Information shall include all know-how, technical information,
      inventions, ideas, concepts, processes and designs relating to products of
      the
      Company, whether now existing or hereafter developed, and all prices, customer
      or distributor names, customer or distributor lists, marketing and other
      relationships, whether contractual or not, between the Company, its suppliers,
      customers, distributors, employees, agents, consultants and independent
      contractors.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    5.2 Employee
      agrees that he will not disclose any Confidential Information to any person
      and
      will not use any Confidential Information for any purpose other than in the
      performance of his duties for the Company or in the course of business dealings
      with the Company. Confidential Information shall not include information, which,
      at the time, Employee can show (i) is generally known to the public other than
      as a result of disclosure by the Employee or by other wrongful disclosure or
      (ii) became known to the Employee from a source other than the Company or any
      of
      its employees, agents or representatives in a communication not involving a
      wrongful disclosure.

     

    5.3 Employee
      agrees that, during the term hereof or while Employee shall receive compensation
      hereunder and after termination of his employment with the Company for so long
      as the Confidential Information shall not be generally known or generally
      disclosed (except by Employee or by means of wrongful use or disclosure),
      Employee shall not use any Confidential Information, except on behalf of the
      Company, or disclose any Confidential Information to any person, firm,
      partnership, company, corporation or other entity, except as authorized by
      the
      Company.

    


    5.4 Without
      limiting the foregoing, Employee acknowledges and agrees that the Company has
      developed, and is developing, at great expense, (i) relationships with its
      distributors and customers; (ii) information and records pertaining to
      distributors and customers including, but not limited to, genealogies, sales
      volumes, compensation, rank, addresses and phone numbers; and (iii) technical
      information concerning products and methods of marketing and sale which is
      all
      kept and protected as Confidential Information and trade secrets and are of
      great value to the Company.

    


    5.5 Employee
      acknowledges and agrees that the obligations under this  Section
      5
      shall survive termination of this Agreement and Employee shall continue to
      be
      bound by this provision as provided herein.

    


    6. Inventions.

    


    6.1 “Inventions”
      shall mean discoveries, concepts, ideas, designs, methods, formulas, know-how,
      techniques or any improvements thereon, whether patentable or not, made,
      conceived or developed, in whole or in part, by Employee.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    6.2 Employee
      covenants and agrees to communicate and fully disclose to the Company any and
      all Inventions made or conceived by him during the performance of his duties
      for
      the Company and further agrees that any and all such Inventions which he may
      conceive or make, during the term hereof or while receiving any compensation
      or
      payments from the Company, shall be at all times and for all purposes regarded
      as acquired and held by him in a fiduciary capacity and solely for the benefit
      of the Company. The provisions of this Section 6.2 shall not apply to an
      invention for which no equipment, supplies, facilities, Confidential Information
      or trade secret information of the Company was used and which was developed
      entirely on the Employee’s own time, unless (a) the invention relates (i) to the
      business of the Company, or (ii) to the Company’s actual or demonstrably
      anticipated research or development, or (b) the invention relates from any
      work
      performed by Employee for the Company. 

    


    6.3 Employee
      acknowledges and agrees that the obligations under this  Section
      6
      shall survive termination of this Agreement and Employee shall continue to
      be
      bound by this provision as provided herein.

    


    7. Writings
      and Working Papers.

    


    7.1 Employee
      covenants and agrees that any and all letters, pamphlets, drafts, memoranda
      or
      other writings of any kind written by him for or on behalf of the Company or
      in
      the performance of Employee’s duties hereunder, Confidential Information
      referred to in Section 5.1 hereof and all notes, records and drawings made
      or
      kept by him of work performed in connection with his employment by the Company
      shall be and are the sole and exclusive property of the Company and the Company
      shall be entitled to any and all rights relating thereto. Employee also agrees
      that upon request he will place all such notes, records and drawings in the
      Company’s possession and will not take with him without the written consent of a
      duly authorized officer of the Company any notes, records, drawings, blueprints
      or other reproductions relating or pertaining to or connected with his
      employment of the business, books, textbooks, pamphlets, documents work or
      investigations of the Company. 

    


    7.2 Employee
      acknowledges and agrees that the obligations under this  Section
      7
      shall survive termination of this Agreement and Employee shall continue to
      be
      bound by this provision as provided herein.

    


    8. Covenant
      Not to Solicit.

    


    8.1 Employee
      acknowledges and agrees as follows:

    


    8.1.1 That
      the
      Company has developed, and is developing and establishing, a valuable and
      extensive trade in its services and products, including without limitation,
      nutritional, food and dietary products, and skin care products and that it
      has
      developed, and is developing, operations and distributors to sell such products
      and services throughout the United States and in foreign countries.


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    8.1.2 That
      the
      Company has developed, and is developing, at great expense, relationships with
      its distributors and customers and has gathered, and is gathering, information
      and records pertaining to such distributors and customers including, but not
      limited to, genealogies, sales volumes, compensation, rank, addresses and phone
      numbers, all of which are kept and protected as Confidential Information and
      trade secrets and are of great value to the Company.

    


    8.1.3 That,
      during the course of his employment with the Company and during the term of
      this
      Agreement, Employee has acquired and will acquire, possession of Confidential
      Information.

    


    8.1.4 That
      the
      conduct covered by the restrictive covenant in this Section includes only a
      percentage of the total number of individuals who are distributors or potential
      distributors of products with respect to which Employee has knowledge or
      expertise, that Employee would be able to utilize his knowledge, experience
      and
      expertise for an employer while fully complying with the terms of this Section
      and that the terms and conditions of this Section are reasonable and necessary
      for the protection of the Company’s business and assets.

    


    8.2 Employee
      agrees that, during the term of this Agreement, for so long as Employee shall
      be
      receiving compensation hereunder, and for a period of 24 months from and after
      the date of termination of this Agreement, he will not, directly or indirectly,
      whether as an employee, independent distributor, agent, officer, consultant,
      partner, owner, shareholder or otherwise, solicit, recommend, suggest, or induce
      any person who is, or at any time during the term of this Agreement has been,
      a
      distributor for the Company, to become a distributor for, or otherwise become
      associated with, any person or organization (other than the Company) engaged
      in
      the business of marketing or selling any product or service by means of any
      direct sales, network marketing or multilevel marketing method or organization.
      

    


    8.3 Employee
      acknowledges and agrees that the obligations under this  Section
      8
      shall survive termination of this Agreement and Employee shall continue to
      be
      bound by this provision as provided herein.

    


    9. Survival

    


    All
      provisions of this Agreement provided herein to survive termination of
      employment of Employee hereunder, shall survive such termination and the Company
      and Employee shall continue to be bound by such provisions in accordance with
      the terms thereof. Without limiting the foregoing, the obligations of Employee
      pursuant to Sections 5, 6, 7 and 8 provided herein shall survive such
      termination and the Employee shall continue to be bound by such provisions
      in
      accordance with their terms.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    10. Assignment.

    


    The
      rights and duties of a party hereunder shall not be assignable by that party,
      except that the Company may assign this Agreement and all rights and obligations
      hereunder to, and may require the assumption thereof by, any corporation or
      any
      other business entity which succeeds to all or substantially all the business
      of
      the Company through merger, consolidation or corporate reorganization or by
      acquisition of all or substantially all of the assets of the
      Company.

    


    11. Binding
      Effect.

    


    This
      Agreement shall be binding upon the parties hereto and their respective
      successors in interest, heirs and personal representatives and, to the extent
      permitted herein, the assigns of the Company. The parties acknowledge and agree
      that all rights and obligations by and between the parties under this Agreement
      pertain to subsidiaries and Affiliates of the Company, if appropriate.
“Affiliate” shall mean any corporation of which the Company, or any Affiliate,
      shall own more than 20% of the capital stock.

    


    12. Severability.

    


    If
      any
      provision of this Agreement or any part hereof or application hereof to any
      person or circumstance shall be finally determined by a court of competent
      jurisdiction to be invalid or unenforceable to any extent, the remainder of
      this
      Agreement, or the remainder of such provision or the application of such
      provision to persons or circumstances other than those as to which it has been
      held invalid or unenforceable, shall not be affected thereby and each provision
      of this Agreement shall remain in full force and effect to the fullest extent
      permitted by law. The parties also agree that, if any portion of this Agreement,
      or any part hereof or application hereof, to any person or circumstance shall
      be
      finally determined by a court of competent jurisdiction to be invalid or
      unenforceable to any extent, any court may so modify the objectionable provision
      so as to make it valid, reasonable and enforceable.

    


    13. Notices.

    


    All
      notices, or other communications required or permitted to be given hereunder
      shall be in writing and shall be delivered personally or mailed, certified
      mail,
      return receipt requested, postage prepaid, to the parties as
      follows:

     

    
      
        	If to the Company:	Robert
                L. Montgomery	 	 
	 	Chief Executive Officer	 	 
	 	Reliv International, Inc.	 	 
	 	P.O. Box 405	 	 
	 	Chesterfield, MO 63005	 	 
	 	 	 	 
	 	 	 	 
	If to Employee:	To
                the employee at his 	 	 
	 	address on the records	 	 
	 	of the Company	 	 


      

    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    Any
      notice mailed in accordance with the terms hereof shall be deemed received
      on
      the third day following the date of mailing. Either party may change the address
      to which notices to such party may be given hereunder by serving a proper notice
      of such change of address to the other party.

    


    14. Entire
      Agreement.

    


    This
      Agreement constitutes the entire agreement between the parties hereto with
      respect to the subject matter hereof and supersedes all prior written or oral
      negotiations, representations, agreements, commitments, contracts or
      understandings with respect thereto, including without limitation any agreements
      providing for compensation of any kind including deferred compensation or salary
      continuation, and no modification, alteration or amendment to this Agreement
      may
      be made unless the same shall be in writing and signed by both of the parties
      hereto.

    


    15. Waivers.

    


    No
      failure by either party to exercise any of such party’s rights hereunder or to
      insist upon strict compliance with respect to any obligation hereunder, and
      no
      custom or practice of the parties at variance with the terms hereof, shall
      constitute a waiver by either party to demand exact compliance with the terms
      hereof. Waiver by either party of any particular default by the other party
      shall not affect or impair such party’s rights in respect to any subsequent
      default of the same or a different nature, nor shall any delay or omission
      of
      either party to exercise any rights arising from any default by the other party
      affect or impair such party’s rights as to such default or any subsequent
      default.

    


    16. Governing
      Law; Jurisdiction.

    


    16.1 For
      purposes of construction, interpretation and enforcement, this Agreement shall
      be deemed to have been entered into under the laws of the State of Missouri
      and
      its validity, effect, performance, interpretation, construction and enforcement
      shall be governed by and subject to the laws of the State of
      Missouri.

    


    16.2 This
      Agreement is governed by and construed in accordance with the laws of the State
      of Missouri. Any and all disputes arising out of or relating to this Agreement
      will be resolved and determined by arbitration in accordance with existing
      rules
      and regulations of the American Arbitration Association. The exclusive location
      for such arbitration shall be St. Louis, Missouri. The decision of the
      arbitrator(s) will be final and binding on all parties and the judgment may
      be
      entered in a court of competent jurisdiction. Demands for arbitration must
      be
      filed within the applicable time period provided by Missouri statute. Failure
      to
      make a demand for arbitration within this period will result in the waiver
      and
      loss of all claims by Employee with respect to the dispute. 

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      the
      parties hereto have executed this Agreement as of the day and year first above
      written.

    


    THIS
      CONTRACT CONTAINS A BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY
      THE
      PARTIES.

    


    


     

    EMPLOYEE:

    


     

    
      	  \s\ Brett M.
              Hastings                            
              	 
	Brett M. Hastings	 


    

    


    


    RELIV
      INTERNATIONAL, INC.

    


     

    
      	  By   s\
              Robert L.
              Montgomery                   
              	 
	
              Authorized
                Officer

            	 




     

    Attest:

     

    
      	   
              \s\ Stephen M.
              Merrick                              
              	 
	
              Secretary

            	 


    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              SCHEDULE
                A

            	 	 	 	 	 	 	 	 	 
	
              Brett
                M. Hastings

            	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	
               

            	 	
               

            	 	
              Comments

            	 	
              Monthly

            	 	
              Annual

            	 
	 	 	 	 	 	 	 	 	
               

            	 
	
              Base
                Salary

            	 	 	
              
              

            	 	 	
              Per
                Contract

            	 	
              $

            	
              14,167

            	 	
              $

            	
              170,000

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Incentive
                Compensation*

            	 	 	
              
              

            	 	 	
              Pool
                1 - 2.75%

            	
               

            	 	
              
              

            	 	 	
              
              

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Health
                and Dental Insurance

            	 	 	
              (1

            	
              )

            	 	
              Standard
                Company Plan

            	 	
              $

            	
              658.69

            	 	
              $

            	
              7,904.28

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Life
                Insurance Allowance

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	
              $

            	
              2,000

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Life
                Insurance-$10,000 in coverage

            	 	 	
              
              

            	 	 	
              Standard
                Company Plan

            	 	 	
              
              

            	 	
              $

            	
              187.20

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Long
                and Short Term

            	 	 	
              
              

            	 	 	 	 	 	
              
              

            	 	 	
              
              

            	 
	
              Disability
                Insurance

            	 	 	
              
              

            	 	 	
              Standard
                Company Plan

            	 	 	
              
              

            	 	
              $

            	
              1,304

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Vacation
                (Days)

            	 	 	
              
              

            	 	 	
              20
                Days

            	 	 	
              
              

            	 	
              $

            	
              13,077

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              401(k)
                Matching Contribution*

            	 	 	
              
              

            	 	 	
              Standard
                Company Plan

            	 	 	
              
              

            	 	 	
              
              

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              ESOP
                Contribution*

            	 	 	
              
              

            	 	 	
              Standard
                Company Plan

            	 	 	
              
              

            	 	 	
              
              

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	 	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 
	
              Total

            	 	 	
              
              

            	 	 	
              
              

            	 	 	
              
              

            	 	
              $

            	
              194,472

            	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              *Estimated
                value will be adjusted to actual at end of each calendar
                year

            	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
              (1)
                Monthly amount represents net Company contribution after employee
                contribution.

            
	 	 	 	 	 	 	 	 	 	 	 	 	 	 


    

    


    
      
        
        

      

      
        11