carter-ex10111xvbax2021e






Exhibit 10.11.1  NON-QUALIFIED DEFERRED COMPENSATION PLAN FOR EXECUTIVES  (As Restated Effective January 1, 2018)  ADOPTION AGREEMENT    (Updated Form January 1, 2020)    This Adoption Agreement is the companion document that allows an employer to sponsor and adopt the Virginia Bankers Association  Model Non-Qualified Deferred Compensation Plan for Executives (the “Plan”).  Each Employer named below hereby adopts the Plan  through this Adoption Agreement (the “Adoption Agreement”), to be effective as of the date(s) specified below, and elects the following  specifications and provides the following information relating thereto.    In completing this Adoption Agreement, if additional space is required, insert additional sheets.     Adoption Agreement Contents   Page   Option 1 Employer(s) Adopting Plan................................................................................................... 1   Option 2 General Plan Information ...................................................................................................... 1   Option 3 Status of Plan and Effective Date(s) ..................................................................................... 2   Option 4 Definitions and Other Optional Provisions ........................................................................... 3   Option 5 Employer Contributions ........................................................................................................ 8   Option 6 Vesting .................................................................................................................................. 10   Option 7 Retirement Dates ................................................................................................................... 11   Option 8 Time and Form of Payments ................................................................................................. 12   Option 9  Hardship Withdrawals  .......................................................................................................... 15   Option 10 Participant Deemed Investment Direction ............................................................................ 15      1. EMPLOYER(S) ADOPTING PLAN.     (a) Name of Plan Sponsor:  Carter Bank & Trust  (b) Plan Sponsor’s Telephone   Number:   276-629-3331   (c) Address of Plan Sponsor:  9112 Virginia Avenue  Bassett, VA 24055-4859  (d) Plan Sponsor’s EIN:   20-5539935  (e) Plan Sponsor’s Tax Year   End:   12/31   (f) Other Participating Employers Adopting the Plan:      (1) All Affiliates are automatically participating Employers in the Plan, except for the following:        .      (2) Each participating Employer is listed individually on the attachment captioned “List of Participating  Employers,” which shall be updated as needed from time to time in compliance with ARTICLE XV of the  basic plan document.       2. GENERAL PLAN INFORMATION.     (a) Name of Plan:  Carter Bank & Trust Nonqualified Deferred Compensation Plan  (b) Name, Address and EIN of Plan Administrator(s):  [If other than Plan Sponsor, appointment must be by resolution]      





 






2      3. STATUS OF PLAN AND EFFECTIVE DATE(S).     (a) Effective Date of Plan:  The Effective Date of the Plan is  October      1  ,   2020 .     (b) Plan Status.  The adoption of the Plan through this Adoption Agreement is:      (1) Initial Establishment.  The initial adoption and establishment of the Plan.      (2) Restated Plan.  An amendment and restatement of the Plan (a Restated Plan).    (A) Effective Date of this Restatement.  The Effective Date of this Restatement is   January 1, 2022 .     (B) Prior Plan.  The Plan was last maintained under document dated     ,    and was known as the                  .    (C) 409A Transitional Provisions (grandfathering election):         Election NOT to Grandfather Pre-January 1, 2005 Vested Balances.  If this Option is elected,  all Deferral Accounts shall be subject to the rules set forth in the post-December 31, 2004  restatements.       If the Option is not elected, the Deferral Accounts attributable to transfers from predecessor  plans prior to December 31, 2004 and contributions that are vested as of December 31, 2004  shall be segregated from the Deferral Accounts attributable to contributions that are not  vested as of December 31, 2004 and to contributions and transfers made on and after January  1, 2005.  The terms of the Plan in effect on and after January 1, 2005 shall only apply to  transfers and contributions that are not vested as of December 31, 2004 and to contributions  and transfers made on and after January 1, 2005.        (3) Special or Other Transitional Provisions.  [Use attachment if additional space is needed]      [Enter any special provisions including alternate definitions or other transitional provisions relating  to any Predecessor Plan Account and the Plan as restated]                                                          (c) If elected, this Plan is intended to be paired with a qualified cash or deferred arrangement as described in subparagraph  3.1(d) of the basic plan document.      If Elected – Name of the paired plan                 





 






3    4. DEFINITIONS AND OTHER OPTIONAL PROVISIONS.    (a)  Compensation   Paragraph 1.10  Compensation is used throughout the basic plan document for different purposes.   The following specific rules apply.     (1) General Definition.  The Compensation definition in paragraph 1.10 of  the basic plan document is modified as follows:      (A) Salary.  Base salary and base wages subject to the following  modifications or limitations:                                                              [Consider whether to fix the date for determining Salary.  Consider  whether to revise to exclude reductions for 401(k) and cafeteria plan  contributions.  Other revisions may be desired.]    (B) Discretionary or Other Bonus.  All discretionary or other  Bonuses unless otherwise provided:                                                              [List excluded bonus or incentive programs.  The Plan Sponsor may elect  a Special Deferral Election Period for Performance-Based  Compensation.]    (2) Specific Definitions.  When used with respect to each type of  contribution under the Plan, Compensation shall include:    (A) Employee Deferral Contributions.  [Check all that apply]      (a) Salary.            (b) Bonuses.        (c) Commissions.      (d) Other.  Annual Score Card Cash Bonus   [Describe – In defining Compensation for  deferral purposes, please note that elections to  defer compensation generally must be made in  the year prior to performance period for which  the right to the compensation arises.   Plan  Sponsors should consult with counsel in  determining the types of compensation and  any special timing rules.]        





 






4    (B) Employer Non-Elective Contributions.  [Check all that apply]      (a) Salary.            (b) Bonuses.        (c) Commissions.      (d) Other.  ____________________________________  [Describe – In defining Compensation for  deferral purposes, please note that elections to  defer compensation generally must be made in  the year prior to performance period for which  the right to the compensation arises.   Plan  Sponsors should consult with counsel in  determining the types of compensation and  any special timing rules.]    (C) Employer Matching Contributions.  [Check all that apply]      (a) Salary.            (b) Bonuses.        (c) Commissions.      (d) Other.  ____________________________________  [Describe – In defining Compensation for  deferral purposes, please note that elections to  defer compensation generally must be made in  the year prior to performance period for which  the right to the compensation arises.   Plan  Sponsors should consult with counsel in  determining the types of compensation and  any special timing rules.]    (b) Eligible Employee Eligible Employee shall mean only the following:   Paragraph 1.17    (1) Determination by Board.  Any individual who is designated as  an Eligible Employee by resolution of the  Plan Sponsor’s      Employer’s Board.  A copy of the resolution shall be  attached to and incorporated by reference into the Plan.       (2) Determination by CEO.  Any individual who is designated in  writing as an Eligible Employee by resolution of the  Plan  Sponsor’s  Employer’s Chief Executive Officer.  A copy of  the Chief Executive Officer’s designation shall be attached to  and incorporated by reference into the Plan.       (3) Determined by Classification or Grade.  Any individual who is  classified under the Employer’s personnel practices and  policies as employed in the following grades or classifications:                     





 






5           [List executive classification to be included in plan coverage]     (4) Determined by Position or Title.  Any individual who is  employed in the following positions with the Employer:   Executive Management Team                                                   [List the executive positions to be included in plan coverage]    (c) Plan Year   Paragraph 1.24     In the case of a Restated Plan which prior to the Effective Date of this Restatement  was maintained on the basis of a Plan Year beginning on a date other than January  1, the Plan Year shall begin on           , ____ and end on    , ______,  with the short Plan Year beginning on      ,  _______ and ending on December 31, ________.  Thereafter, the Plan Year shall  be the 12-month period beginning each January 1.  (d) Effective Date   of Coverage   Paragraph 2.1  The effective date of coverage for an Eligible Employee shall be [Check one]   (1) Immediate.  The first day of the first payroll period beginning  on or after the date the individual became an Eligible Employee.     (2) Monthly.  The first day of the first payroll period beginning on  or after the first day of _________  [Complete with 1st, 2nd, or  other] month next following the date the individual became an  Eligible Employee.     (3) Semi-Annually.  The first day of the Plan Year or the first day  of the seventh month of the Plan Year on or next following the  date the individual became an Eligible Employee.     (4) Annually.  The first day of the Plan Year on or next following  the date the individual became an Eligible Employee.       (e) Special Election Period   for Performance-Based    Compensation   Subparagraph 3.2(d)  If this Option is elected, the Plan Sponsor may permit Eligible Employees to make  Deferred Compensation Elections with respect to Performance-Based  Compensation prior to the annual filing deadline established by the Administrator  which deadline shall be no later than six (6) months prior to the end of the period  for which such Bonus is earned, as described in subparagraph 3.2(d) of the basic  plan document.      Otherwise, except for new participants, all Deferred Compensation Elections for  all Bonuses must be made prior to the annual filing deadline established by the  Administrator, which deadline shall be no later than the end of the calendar year or  end of the Plan Sponsor’s fiscal year, immediately preceding the applicable year to  which the Bonus relates.            





 






6  In order to be Performance-Based Compensation, (i) the Bonus must be earned  over a period of at least twelve (12) months, (ii) the Bonus must be based on pre- established organizational or individual performance criteria for which the  outcome is substantially uncertain at the time of establishment, (iii) such criteria  are established in writing no later than ninety (90) days after the beginning of the  period of service to which the Bonus and performance relate, and (iv) such criteria  are not substantially certain to be met at the time established.  See more specific  definition in Treas. Reg. 1.409A-1(e).     (f) Cancellation of    Deferred Compensation    Election For Disability    Paragraph 3.5   If this Option is elected, the Plan Sponsor:     (1) Mandatory Cancellation.  Will cancel the Deferred  Compensation Election of an Eligible Employee who  experiences a Disability as defined in subparagraph 3.5(b).     (2) Optional Cancellation.  May permit an Eligible Employee who  experiences a Disability as defined in subparagraph 3.5(b) to  cancel his Deferred Compensation Election.    If this Option is not selected, no cancellation will be required or  permitted upon the occurrence of a Disability.     (g) Rules Relating to    “Specified Employee”   Delay   Subparagraph 9.1(c)  For purposes of applying the 6-month delay required by Section 409A for a  Participant who is a “specified employee” (i.e., a “key employee” of any publicly- traded company):     (1) Specified Employee Identification Date.  Specified employees shall be  identified in the following manner:  [Check one of the following and  complete, if applicable]      (A) Established By Board Action or Other Document of  Plan Sponsor.  The identification date and its effective date shall  be established by the Plan Sponsor through the document set  forth below, which may be an action of its Board or other  written document:                [Describe document establishing specified employee  identification date]      (B) Default Dates in Regulations.  The identification date  shall be December 31 and effective for distributions to be made  during the 12-month period beginning on or after the following  April 1, as provided in Treas. Reg. 1.409A-1(i).      (C) Alternative Identification Date.  The identification  date shall be _________________ (identification date) and  effective for distributions to be made during the 12-month  period beginning on or after the following  __________________ [enter date not later than the first day of  the 4th month following the identification date]    The Specified Employee Identification Date must be the same date  for all deferred compensation plans, programs, and agreements of  the Plan Sponsor and its Affiliates.      





 






7  (2)  Compensation to be Used in Determining Specified Employees.   Specified employees are (A) the 50 highest paid officers (or if less, the  greater of 3 or 10% of employees) with compensation in excess of  $175,000 (for 2017) (as adjusted from time to time), (B) 1% owners with  compensation in excess of $150,000, or (C) 5% owners.  The definition  of compensation for this purpose shall be determined in the following  manner:  [Check one of the following and complete, if applicable]      (A) Board Action or Other Document of Plan Sponsor.   The compensation used to identify specified employees shall be  established by the Plan Sponsor though the document set forth  below which may be an action of its Board or other written  document that applies to all deferred compensation plans,  programs, and agreements of the Plan Sponsor and its  Affiliates.                  [Describe document establishing compensation definition]      (B) VBA Plan.  The compensation used to identify  specified employees shall be the Total Compensation definition  elected under the VBA Plan.     (C) Alternative Compensation Definition.  The  compensation used to determine specified employees shall be  determined in the following manner                [Describe the document establishing  compensation definition or describe compensation based on an  acceptable definition under Section 415 of the Code]     (3) Payment Rules Following Required Delay Period.  Upon the expiration  of the required 6-month delay:  [Check one of the following]      (A) Catch-Up Missed Payments.  Payments to which a  specified employee would otherwise have been entitled during  the 6-month delay will be accumulated and paid on the first day  of the 7th month following the date of Separation from Service  for reasons other than death.      (B) Each Payment Delayed.  Each payment to which a  specified employee would otherwise have been entitled during  the 6-month delay will be delayed for 6 months.    





 






8   (h) Rules Relating to    Final Check of Year    If this Option is elected, Compensation payable after the last day of the calendar  year solely for services performed during the final payroll period which  contains the last day of the year will be treated as Compensation for services  performed in the taxable year in which the payroll period began.      If this Option is not elected, Compensation payable after the last day of the  calendar year solely for services performed during the final payroll period  which contains the last day of the year will be treated as Compensation for  services performed in the subsequent taxable year in which the payment is  made.      Any change in election relating to the final check of the Participant’s taxable  year may not be effective for 12 months from the date the amendment is adopted  and executed.       5. EMPLOYER CONTRIBUTIONS.    (a) Employer Contributions The following contributions by the Employer are elected:   Paragraph 4.1    (1) None.  Employer contributions are not permitted.     (2) Employer Non-Elective Contribution.       (A) Amount.  Each Employer shall make an Employer Non- Elective Contribution for each Plan Year in such amount, if any,  which the Employer shall determine.      (i) Flexible Formula - Such amount, if any, which the  Board of the Employer shall determine by resolution.      (ii) Compensation Formula - ______% [Insert percentage]  of the Compensation for such Plan Year, plus any  additional amount that the Board of the Employer shall  determine by resolution.      (iii) Fixed Amount - $    [Insert  amount], plus any additional amount that the Board of  the Employer shall determine by resolution.      (iv) Other -                                                (B) Participants Entitled to Employer Non-Elective Contribution.   The Employer Non-Elective Contribution shall be allocated to  the Employer Non-Elective Deferral Account of Participants  who [Select applicable provisions which shall apply  conjunctively unless otherwise noted]       





 






9    (i) Are employed as Eligible Employees for at least  ___________________ [Insert number of months]  full calendar months in such Plan Year.      (ii) Are Eligible Employees at any time during such Plan  Year.      (iii) Are Eligible Employees on the last day of such Plan  Year.      (iv) If they died while Eligible Employees or retired on a  Disability, Early, Normal or Delayed Retirement Date  while an Eligible Employee during such Plan Year  [Check one]       (a) But only if they are employed as an Eligible  Employee for at least    [Insert  number of months] full calendar months in  such Plan Year.     (b) Regardless of the number of months  employed during such Plan Year.      (v) Other - :                                               (3) Employer Matching Contributions.      (A) Amount.  Each Employer shall make an Employer Matching  Contribution for each Plan Year in an amount equal to the  following percentage(s) of each Participant’s Deferral  Contribution for such Plan Year [Check one]     (i) Straight Percentage - ______% [Insert percentage] of  his Compensation contributed to the Plan (up to a  maximum of ______% of such Compensation).     (ii) Contribution Weighted Percentages - ______% [Insert  percentage] of the first ______% [Insert percentage]  of his Compensation contributed to the Plan and  ______% of his Compensation contributed to the Plan  (up to a maximum of ______% of such  Compensation).       (iii) Other - :                                            





 






10     (B) Participants Entitled to Employer Matching Contribution.  The  Employer Matching Contribution shall be allocated to the  Employer Matching Deferral Account of Participants who  [Select applicable provisions which shall apply conjunctively  unless otherwise noted]     (i) Are employed as an Eligible Employee for at least  ________ [Insert number of months] full calendar  months in such Plan Year.     (ii) Are Eligible Employees at any time during such Plan  Year.     (iii) Are Eligible Employees on the last day of such Plan  Year.     (iv) If they died while an Eligible Employee or retired on  a Disability, Early, Normal or Delayed Retirement  Date while an Eligible Employee during such Plan  Year [Check one]     (a) But only if they are employed as an Eligible  Employee for at least _____ [Insert number  of months] full calendar months in such Plan  Year.     (b) Regardless of the number of months  employed during such Plan Year.      (v) Other - :                                                6. VESTING.    (a) Vesting Schedule The following vesting schedule shall apply to the Employer Deferral Account   Paragraphs 6.2 and 6.3 [Check one, and complete where applicable]     (1) Employer Non-Elective Deferral Account.  The following  vesting schedule shall apply to the Employer Non-Elective  Deferral Account [Check one, and complete where applicable]      (A) Apply Rules Described in Qualified Plan.  A  Participant is vested in his Employer Non-Elective Deferral  Account under the Plan in the same manner and applying the  same rules applicable to employer profit sharing or other non- matching contributions under the following qualified retirement  plan maintained by the Employer:                      





 






11     (B) Always 100% Vested.  A Participant shall always have  a non-forfeitable right to 100% of his Employer Non-Elective  Deferral Account.     (C) Other Applicable Rules.  A Participant shall be vested  in his Employer Non-Elective Deferral Account in accordance  with the following rules:                         [Describe vesting provisions, including automatic vesting  provisions, applicable schedule and rules for counting service]     (2) Employer Matching Deferral Account.  The following vesting  schedule shall apply to the Employer Matching Deferral  Account [Check one, and complete where applicable]      (A) Apply Rules Described in Qualified Plan.  A  Participant is vested in his Employer Matching Deferral  Account under the Plan in the same manner and applying the  same rules applicable to matching contributions made under the  following qualified retirement plan maintained by the  Employer:                            (B) Always 100% Vested.  A Participant shall always have  a non-forfeitable right to 100% of his Employer Matching  Deferral Account.     (C) Other Applicable Rules.  A Participant shall be vested  in his Employer Matching Deferral Account in accordance with  the following rules:                         [Describe vesting provisions, including automatic vesting  provisions, applicable schedule and rules for counting service]      7. RETIREMENT DATES.     (a) Normal Retirement Date   Paragraph 8.1    A Participant’s Normal Retirement Date shall be the day the Participant  reaches age  62   .    (b) Early Retirement Date   Paragraph 8.3  [Select and complete applicable provision(s)]    (1) None.     (2) No age requirement.     (3) Age requirement of     years.     (4) No service requirement.    





 






12   (5) Service requirement of     years of  continuous full-time service with the Employer.    (c) Disability Retirement Date [Select and complete applicable provision(s)]    Paragraph 8.4   (1) No age requirement.     (2) Age requirement of     years.     (3) No service requirement.     (4) Service requirement of     years of  continuous full-time service with the Employer.      8. TIME AND FORM OF PAYMENTS.     (a) Time of Payment   Paragraph 9.1     The Employer Non-Elective Deferral Account shall be paid on the Participant’s  Separation from Service.  The Benefit Commencement Date for all other benefits  will be determined as follows:     [Check one, and complete where applicable]     (1) Selected By Plan Sponsor.  The Plan Sponsor selects the  following time of payment:  [Select one]      (A) Normal Retirement Date.  The later of the  Participant’s Normal Retirement Date under the Plan or his  Separation from Service (for reasons other than death).      (B) Separation from Service.  The Participant’s Separation  from Service for whatever reason.      (C) Six Months Following Separation from Service.  Six  months following the Participant’s Separation from Service  (for reasons other than death).     If elected here , the Plan Sponsor elects for payment to be  accelerated upon a Change in Control, but only with respect to  contributions made after this Adoption Agreement is executed,  unless the Plan Sponsor previously made such an election under  Option 3(b)(3).     (2) Selected By Participant.  The date selected by the Participant in  accordance with the following:    (A) Participant’s Options.  The Participant may elect that  his Benefit Commencement Date be based on:     (i) The later of his Normal Retirement Date or  his  Separation from Service (for reasons  other than death) or  six months following  his Separation from Service (for reasons  other than death).  [Select one]   





 






13   (ii)  His Separation from Service (for reasons  other than death), or  six months following  his Separation from Service (for reasons  other than death).  [Select one]       (iii) A date certain stated clearly in his Deferred  Compensation Election form which shall be  without regard to when his employment with  the Employer ends.      (iv) The earlier of a date certain or  his  Separation from Service (for reasons other  than death) or  six months following his  Separation from Service (for reasons other  than death).  [Select one]       (v) Change in Control.  The Participant may  elect to have payment accelerated upon a  Change in Control.    (b) Form of Payment to Participant The Employer Non-Elective Deferral Account shall be paid in a single lump   Paragraph 9.2  sum.  The form of payment to the Participant for all other benefits will be    determined as follows:   [Check one, and complete where applicable]     (1) Selected By Plan Sponsor.  The Plan Sponsor selects the  following form of payment:  [Select one]      (A) Lump Sum.  Deferral Benefits will be paid to the  Participant in a single, lump-sum payment.       (B) Periodic Installments.  Deferral Benefits will be paid  to the Participant in annual periodic installment payments made  over the following period:  [Select one]       (i) Five (5) years.       (ii) Ten (10) years.       (iii) Fifteen (15) years.       (iv) Twenty (20) years.     (2) Selected By Participant.  The Participant may elect from among  the following forms of payment [Select options to be available  to Participants]     (A) Lump Sum.  Deferral Benefits may be paid to the  Participant in a single, lump-sum payment.    





 






14   (B) Periodic Installments.  Deferral Benefits may be paid  to the Participant in annual periodic installment  payments made over the following periods:       (i) Five (5) years.       (ii) Ten (10) years.       (iii) Fifteen (15) years.       (iv) Twenty (20) years.    (c) Form of Payment to Beneficiary  Any unpaid portion of the Employer Non-Elective Deferral Account shall be    Paragraph 9.2  paid in a single lump sum to the Beneficiary.  The form of payment to the    Beneficiary for all other unpaid benefits will be determined as follows:    [Check one, and complete where applicable]     (1) Selected By Plan Sponsor.  The Plan Sponsor selects the  following form of payment to the Beneficiary:  [Select one]      (A) Lump Sum.  Deferral Benefits will be paid to the  Beneficiary in a single, lump-sum payment.       (B) Periodic Installments.  Deferral Benefits will be paid  to the Beneficiary in annual periodic installment payments  made over the following period: [select one]        (i) Five (5) years.        (ii) Ten (10) years.       (iii) Fifteen (15) years.       (iv) Twenty (20) years.     (2) Selected By Participant.  The Participant may elect the form of  payment to the Beneficiary from among the following forms of  payment [Select options to be available to Participants]     (A) Lump Sum.  Deferral Benefits may be paid to the  Beneficiary in a single, lump-sum payment.     (B) Periodic Installments.  Deferral Benefits may be paid  to the Beneficiary in annual periodic installment  payments made over the following periods:       (i) Five (5) years.       (ii) Ten (10) years.       (iii) Fifteen (15) years.       (iv) Twenty (20) years.     





 






15      9. HARDSHIP WITHDRAWALS.    (a) Availability Generally A Participant [Check one]   Paragraph 10.1   (1) Not Permitted.  May not make Hardship Withdrawals.        (2) Permitted.  May make a Hardship Withdrawal for an  Unforeseeable Emergency from the following accounts  [Check  one or more]     (A) Employee Deferral Account.     (B) Employer Matching Deferral Account.     (C) Employer Non-Elective Deferral Account.     (D) Predecessor Plan Account.      10. PARTICIPANT DEEMED INVESTMENT DIRECTION.     (a) Availability Generally A Participant [Check one]   Paragraph 5.2   (1) Not Permitted.  May not make deemed investment directions.        (2) Permitted.  May make deemed investment directions for the  following accounts  (“directable accounts”) [Check one or  more]     (A) Employee Deferral Account.     (B) Employer Matching Deferral Account.     (C) Employer Non-Elective Deferral Account.     (D) Predecessor Plan Account.    (b) Permissible Investments  Unless the Plan Sponsor elects a different option below, a Participant’s directable  accounts may be invested in the investment funds which are designed to mirror  the investment options available under the VBA Plan as adopted by the Plan  Sponsor, to the extent legally practical, with alternate funds designated where  collective investment funds may not be offered under a nonqualified plan.     (1) VBA Plan Plus Company Stock.  In addition to the funds  available under the VBA Plan, a Company Stock Fund will also  be available for directed investment.       (2) VBA Plan Without Company Stock.  Regardless of whether a  Company Stock Fund is available under the VBA Plan, no  Company Stock Fund will be available for directed investment.      





 






16   (3) Company Stock Only.  In lieu of the funds available under the  VBA Plan, a Company Stock Fund will be the only fund  available for directed investment.              IN WITNESS WHEREOF, each Employer, by its duly authorized representatives, has executed this Adoption  Agreement this  26  day of  October , 2021 .      Carter Bank & Trust      [Enter Name of Plan Sponsor]       By  /s/ Bradford Langs       Its  President and Chief Strategy Officer      [SEAL]    ATTEST:       Its        Carter Bank & Trust      [Enter Name of Employer]    By  /s/ Paul Carney        Its  Chief Human Resources Officer      [SEAL]    ATTEST:       Its               [Enter Name of Employer]    By           Its            [SEAL]    ATTEST:       Its