a6018654ex10-5.htm


    Exhibit
10.5

     

    
      
        Officer
Relocation Policy

         

        
          	 
      


        

        
          
            
              
                	 	 
	 	 
	
                        Eligible
      Group

                      	
                        Officers

                      


              

            

          

        

        
          	 
      


        

        
          
            
              
                
                  
                    	 	 
	 	 
	
                            Purpose

                          	
                            To
      establish a policy for the reimbursement of eligible expenses incurred
      when an Officer is permanently transferred from one location to another at
      the Company's request.

                          
	 	 


                  

                

              

            

          

        

        
          	 
      


        

        
          
            
              
                
                  	
                          Objective

                        	
                          To
      provide financial relocation assistance to an Officer in order to maximize
      the Officer’s performance and minimize inconvenience during the
      relocation.

                        
	 	 


                

              

            

          

        

        
          	 
      


        

        
          
            
              	
                      Scope
      of Policy

                    	
                      This
      policy applies to an Officer who is required to relocate because he/she is
      being permanently transferred (for no less than 12 months) at the
      Company's written request to an assigned work location within the Company
      that is at least sixty (60) miles from the Officer’s current assigned work
      location.  No reimbursement will be allowed unless the Officer’s
      new residence is at least forty (40) miles closer to the Officer’s new
      assigned work location than the Officer’s prior residence is to the new
      assigned work location.

                       

                      Expenses
      eligible for reimbursement are limited to those expenses set forth in the
      “Covered Expenses” portion of this policy incurred by an Officer, spouse
      or registered domestic partner of the Officer, or the Officer’s children
      who currently reside with the Officer.

                       

                      Nothing
      in this policy should be construed as a contract for employment for any
      period of time or as altering the at-will nature of the employment
      relationship. The Company has the right to terminate Officers for any or
      no reason at all, at any time.

                    
	 	 


            

          

        

        
          	
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          	Officer Relocation
      Policy,
      continued


        

        
          
            
              
                
                  
                    
                      
                        	 	 
	 	 
	

                                Reimbursement
      

                                to
      the Company

                              	
                                Benefits
      under this policy will cease if an Officer resigns his/her employment or
      is terminated for misconduct and/or poor performance.  In
      addition, if an Officer resigns from his/her employment, or is terminated
      for misconduct and/or poor performance within twenty-four (24) months of
      having commenced work at the new assigned work location or other agreed
      upon time in writing, the Officer will be required to reimburse the
      Company for any reimbursements associated with the most recent move paid
      for by the Company under this policy.

                                 

                              
	 	 
	
                                Policy

                                Administration

                              	
                                This
      policy is administered by the Human Capital Management Department. The
      Company will not be responsible for any action taken which is beyond the
      scope of this policy.

                                 

                              


                      

                    

                  

                

              

            

          

        

        
          	 
      


        

        
          
            	
                    Compensation
      

                    Committee
      

                    Discretion

                  	
                    The
      Compensation Committee of the Company can authorize reimbursement of a
      higher level of expenses than this policy allows, at its
      discretion.

                     

                  


          

        

        
          	 
      


        

        
          
            	
                    General
      Policy

                  	
                    An
      Officer is eligible to have his/her relocation expenses reimbursed after
      relocating to a new assigned job location that is at least sixty (60)
      miles from the Officer’s current assigned work location.  No
      reimbursement will be allowed unless the Officer’s new residence is at
      least forty (40) miles closer to the new assigned work location than the
      Officer’s prior residence is to the new assigned work
      location.

                     

                    ·
       Relocated
      Officers shall submit, in sufficient detail, documentation for all
      expenses incurred to the Human Capital Management Department for approval
      and reimbursement.

                    ·  All
      relocation-related expenses are required to be submitted separately from
      other types of reimbursable business expenses and are to be clearly marked
      "Relocation Expenses."

                     

                  


          

        

        
          	
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          	Officer Relocation
      Policy,
      continued


        

        
          
            
              
                
                  	 	 
	 	 
	
                          General Policy 

                          (continued)

                        	
                          ·
       Officers
      to be relocated should be made fully aware of the contents of this policy.
      Because the determination of whether an expense is covered by this policy
      is at the discretion of the Company, a relocating officer is encouraged to
      obtain clarification from the Administration Manager for Human Capital
      Management of any expense for which the nature as a covered expense may be
      questionable or is unusual in nature prior to incurring such
      expense.  Any questionable expenses should be resolved with the
      Administration Manager for Human Capital Management before the expense is
      incurred.

                           

                        


                

              

            

          

        

        
          	 
      


        

        


        
          
            	
                    Approvals

                  	
                    All
      requests for Officer relocation must be approved in writing by the direct
      supervisor of the relocating Officer and the President and CEO prior to
      actual relocation or commitment to the Officer.  An Officer
      Relocation Approval Form (see form at the end of this policy statement) is
      required to be completed and approved. In addition, any exceptions to this
      policy require the prior written approval of the President and
      CEO.

                     

                  


          

        

        
          	 
      


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	Covered
      Expenses


        

        
          
            
              
                
                  
                    	 	 
	 	 
	
                            Overview

                          	
                            In
      order to alleviate the financial burden an Officer may incur in relocating
      at the Company’s direction,  the Company will cover the
      following reasonable costs subject to other limitations set forth
      herein:

                            · Realtor
      Fees, Closing Costs, and Lease Termination Fees;

                            · Moving
      Expenses;

                            · House-Hunting
      Trips;

                            · Temporary
      Living Expenses; and

                            · Tax
      Gross-Up.

                          
	 	 


                  

                

              

            

          

        

        
          	 
      


        

        
          
            
              	
                      Realtor
      Fees, 

                      Closing
      Costs, 

                      and
      Lease 

                      Termination
      

                      Fees

                       

                    	
                      An
      Officer will be reimbursed for reasonable realtor fees and reasonable
      closing costs incurred by the Officer on the sale of his/her residence or
      lease termination fees for Officers currently leasing a residence,
      associated with a relocation required by the Company.  The
      reimbursement will be limited to the lower of the actual realtor fees and
      closing costs paid or $36,000.  The Officer must sell his/her
      house within one year from the date the Officer commences work at the new
      assigned work location (or other time agreed to in writing) to receive
      this reimbursement.

                    
	 	 


            

          

        

        
          	 
      


        

        
          
            
              	
                      Moving
      

                      Expenses

                       

                    	
                      An
      Officer will be reimbursed for the following reasonable moving
      expenses  incurred:

                      ·
       packing
      and unpacking household goods;

                      ·
       transportation
      of goods, including up to two personal vehicles;

                      ·
       transportation
      of the Officer, spouse or registered domestic partner (RDP) of the
      Officer, and the Officer’s children or children of the RDP, who reside in
      the current residence and will reside in the new residence;

                      ·
       connecting
      appliances; and

                      ·
       transportation
      of household pets.

                       

                      The
      above-listed moving expenses are reimbursable up to a limit of
      $20,000.  The Officer is required to receive two bids for
      packing and unpacking household goods and transportation of
      goods.  The Officer must include the bids in his/her request for
      reimbursement, and any reimbursement will be limited to the lower of the
      two bids.

                    
	 	 


            

          

        

        
          	
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          	Covered
      Expenses, continued


        

        
          
            
              
                
                  
                    	 	 
	 	 
	
                            Ineligible
      

                            Expenses

                             

                          	
                            No
      reimbursement will be provided for the following expenses:

                            ·
       Moving
      or shipment of items such as livestock, boats, shrubs, construction
      materials, more than two vehicles, or similar items requiring special
      handling;

                            ·
       Cleaning,
      maintenance or repair of the Officer’s former or new
      residence;

                            ·
       Removal
      or installation of permanently fixed items such as lighting fixtures,
      fencing, patios, fireplaces, or the like;

                            ·
       Assembly
      or disassembly of swing sets, pool tables, waterbeds, outdoor fixtures,
      appliances, or the like;

                            ·
       Purchase
      of fixtures, appliances, equipment or materials for new
      residence;

                            ·
       Tips
      or gifts to moving company representatives;

                            ·
       Any
      services performed by the Officer, the Officer’s dependents or
      relatives; and

                            ·
       Any
      refundable deposit.

                          
	 	 


                  

                

              

            

          

        

        
          	 
      


        

        
          
            
              
                
                  
                    
                      	
                              House
      

                              Hunting
      Trips

                               

                            	
                              An
      Officer will be reimbursed for expenses incurred by the Officer and the
      Officer’s spouse/registered domestic partner for two house hunting trips
      not to exceed six calendar days in total.  House hunting trip
      expenses eligible for reimbursement are limited to reasonable travel,
      lodging, meals and rental vehicle expenses and are subject to the same
      requirements and limitations set forth in the Travel Expense Reimbursement
      Policy.

                               

                            


                    

                  

                

              

            

          

        

        
          	 
      


        

        
          
            	
                    Temporary
      

                    Living
      

                    Expenses

                  	
                    An
      Officer will be reimbursed for reasonable temporary housing expenses
      incurred for up to 90 calendar days following the relocation while waiting
      to move into a permanent residence.  If the temporary housing
      does not contain cooking facilities, reimbursement under this category may
      include reasonable breakfast and dinner expenses.  In no event
      may reimbursement under this category exceed $3,000 per consecutive 30-day
      period (prorated for periods less than 30 days).

                     

                  


          

        

        


        
          	 
      


        

        
          
            	
                    Temporary
      

                    Storage

                     

                  	
                    An
      Officer will be reimbursed for temporary storage costs for up to 90
      consecutive days after the day the Officer’s possessions are moved from
      the former residence and before they are delivered to the new
      home.

                  


          

        

        
          	
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          	Covered Expenses,
      continued


        

        
          
            
              
                
                  
                    	 	 
	 	 
	
                            Tax
      Gross Up

                             

                          	
                            An
      Officer may receive a payment to cover the tax liabilities incurred as a
      result of reimbursement of eligible expenses under this policy which are
      treated as taxable wages, including the tax reimbursement itself (“tax
      gross- up”).  A tax gross-up is intended to approximate the
      reasonably estimated income and employment tax liabilities an Officer may
      incur in connection with reimbursements under this policy and is not
      intended to determine an actual amount by reference to an Officer’s actual
      tax profile.  As such, tax rates used in the estimate will be
      based on an applicable marginal rate determined by reference to
      employee-specific filing statuses, and only the Officer’s
      employment-related data.

                          
	 	 


                  

                

              

            

          

        

        
          	 
      


        

        
          
            
              	
                      Market
      Loss

                       

                    	
                      The
      Company will not reimburse any loss in market value associated with an
      Officer’s disposition of property in connection with
      relocating.

                    
	 	 


            

          

        

        
          	 
      


        

        
          
            	
                    Limitations

                  	
                    Relocation
      expenses eligible for reimbursement under this policy should be incurred
      as soon as practicable after the date on which the Officer reports to work
      at a new assigned work location.  Relocation expenses incurred
      after one year of such date are not reimbursable under this policy without
      separate approval of the President and CEO.

                     

                    Depending
      upon the circumstances, all or a portion of the tax gross-up coverage
      component of this policy may be restricted.

                     

                  


          

        

        
          	
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        Covered
Expenses, continued

        
          
            
              
                
                  
                    	 	 
	 	 
	
                            Example

                             

                             

                             

                             

                             

                             

                             

                             

                             

                          	
                            Assume
      an officer sells his/her residence and incurs the following
      costs:

                            ü realtor
      fee of $40,000 (taxable)

                            ü other
      selling expenses of $2,000 (taxable)

                            ü packing
      and unpacking expenses of $3,000 (not taxable)

                            ü transportation
      of packed household goods of $12,000 (not taxable)

                            ü air
      fare to transport family of $2,000 (not taxable)

                            ü expenses
      associated with house-hunting trips of $2,500 (taxable)

                            ü temporary
      housing expenses of $5,000 (taxable)

                            ü combined
      federal/state/employment tax rate of 39%

                             

                            Calculation
      of reimbursement:

                          
	 
      	
                            Total
      expenses reimbursed that are taxable - $43,500

                            ·
       realtor
      fee of $40,000 + other selling expense of $2,000 – total limited to
      $36,000

                            ·
       expenses
      associated with house-hunting trips - $2,500

                            ·
       temporary
      housing expenses - $5,000

                            Total
      taxable expenses reimbursed including tax gross up - $71,311

                            Total
      expenses reimbursed that are not taxable - $17,000

                            Total
      reimbursement - $88,311

                          
	 	 


                  

                

              

            

          

        

        
          	 
      


        

        
          
            
              	
                      Reimbursement
      

                      Obligation:

                    	
                      Before
      any reimbursement is made under this policy, an Officer will be required
      to agree in writing that the Officer will reimburse the Company for
      any relocation expenses paid if he/she should voluntarily leave the
      employment of the Company or is terminated for misconduct and/or poor
      performance, within twenty four months of relocating.

                    
	 	 


            

          

        

        
          	 
      


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          OFFICER
RELOCATION APPROVAL FORM

          


          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                  Name

                                                                	 
      	
                                                                  Employee
      #

                                                                	 
      
	
                                                                  Relocation
      of 

                                                                  Assigned
      Work 

                                                                  Location
      - From:

                                                                	 
      	
                                                                   

                                                                   

                                                                  To:

                                                                	 
      
	
                                                                  Relocation
      of

                                                                  Residence
      -

                                                                  From:

                                                                	 
      	
                                                                   

                                                                   

                                                                  To:

                                                                	 
      
	
                                                                  Approximate
      dates of Relocation

                                                                	 
      
	
                                                                  Is
      this 

                                                                  move
      

                                                                  budgeted?

                                                                	
                                                                  Yes

                                                                	 
      	
                                                                  No

                                                                	 
      
	
                                                                  Approvals

                                                                
	
                                                                  Senior
      Vice 

                                                                  President

                                                                	 
	
                                                                  President
      & 

                                                                  CEO

                                                                	 


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          


          A
Relocation Expense Estimate (see form on the following page) must be submitted
with this Officer Relocation Approval Form.

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

          


          
            
              
                	
                        Relocation
      Expense Estimate

                      
	
                        Column
      A    

                      	 	
                        Column
      B

                      	
                        Column
      C

                      	
                        Column
      D

                      
	
                        A 
      

                      	 	
                        Estimated
      market value of present home

                      	 
      	 
      
	
                        B 
      

                      	 	
                        Realtor’s
      commission percentage in area

                      	 
      	 
      
	
                        C 
      

                      	 	
                        Estimated  realtor’s
      fee (A times B)

                      	 
      	 
      
	
                        D 
      

                      	 	
                        Closing
      costs on sale of present home

                      	 
      	 
      
	
                        E 
      

                      	 	
                        Realtor’s
      fee plus closing costs (C plus D)

                      	 
      	 
      
	
                        F 
      

                      	 	
                        If E
      exceeds $36,000 then use $36,000, otherwise include amount from line
      E

                      	 
      	 
      
	
                        G 
      

                      	 	
                        House
      hunting trips

                      	 
      	 
      
	
                        H 
      

                      	 	
                        Other
      taxable expenses

                      	 
      	 
      
	
                        I 
      

                      	 	
                        Total
      taxable expenses (F plus G plus H)

                      	 
      	 
      
	
                        J 
      

                      	 	
                        Tax
      rate for employment and income taxes (contact Tax
Director)

                      	 
      	 
      
	
                        K 
      

                      	 	
                        Total
      amount of reimbursement for taxable expenses including: gross up (I
      divided by)1-J))  (Note: Place in Column D)

                      	 
      	 
      
	
                        L 
      

                      	 	
                        Packing
      Expenses

                      	 
      	 
      
	
                        M 
      

                      	 	
                        Transportation
      of goods to new location

                      	 
      	 
      
	
                        N 
      

                      	 	
                        Transportation
      of Officer, Officer’s spouse or registered domestic partner, or Officer’s
      children that currently reside with Officer, to new
    location

                      	 
      	 
      
	
                        O 
      

                      	 	
                        Connecting
      appliances

                      	 
      	 
      
	
                        P 
      

                      	 	
                        Other
      Moving Expenses

                      	 
      	 
      
	
                        Q 
      

                      	 	
                        Total
      Moving Expenses (L+M+N+O+Q)

                      	 
      	 
      
	
                        R 
      

                      	 	
                        Is
      the amount on line Q greater than $20,000?  If so, use $20,000,
      otherwise use the amount on line Q.  Enter appropriate amount in
      Column D

                      	 
      	 
      
	
                        S 
      

                      	 	
                        Total
      estimated reimbursement (add amount on Line K, Column D, to amount on Line
      R, Column D)