ex10-1.htm


    Exhibit
10.1

     

    SEPARATION
AND RELEASE AGREEMENT

    


    


    American Equity Investment Life
Insurance Company (the “Company”) and Kevin R. Wingert (“Executive”) enter into
this Separation and Release Agreement (this “Agreement”), which was signed by
Executive on the 29th day of December, 2008 and is effective
on the 1st day of January, 2009 (the third day after the date signed by
Executive).

    


    W I T N E S S E T H :

    


    WHEREAS, Executive has been employed by
the Company as its President;

    


    WHEREAS, Executive and the Company have
agreed that Executive will resign from his position as the Company’s President
effective January 1, 2009; and

    


    WHEREAS, Executive and the Company have
negotiated and reached an agreement with respect to all rights, duties and
obligations arising between them, including, but in no way limited to, any
rights, duties and obligations that have arisen or might arise out of or are in
any way related to Executive’s employment with the Company and the conclusion of
that employment.

    


    NOW, THEREFORE, in consideration of the
covenants and mutual promises herein contained, it is agreed as
follows:

     

    Section
1.    Executive hereby resigns from his position as
President and from all appointments he holds with the Company and its
affiliates, effective as of January 1, 2009, including, without limitation, as a
director of the Company and American Equity Investment Life Holding
Company.  Executive hereby agrees to execute any other documents
necessary to effectuate such resignations.  Executive understands and
agrees that his employment with the Company will continue until the close of
business on December 31, 2008 (the “Termination Date”).  After the
Termination Date, Executive is no longer required to perform any services for
the Company and is thus no longer authorized to incur any expenses, obligations
or liabilities on behalf of the Company, unless specifically authorized herein
or directed by an executive officer of the Company.

     

    Section
2.    The Company hereby agrees to continue to provide
Executive with his current base salary and benefits during the period from the
date hereof until the Termination Date and, provided that Executive does not
revoke his release in Section 13 prior to January 1, 2009 and Executive is and
remains in compliance with Sections 7-12, to provide Executive with his current
or similar health insurance coverage, to the extent such coverage is permitted
under such plans, and pay Executive his current base salary for the period from
the Termination Date through December 31, 2010 (the “Salary Continuation
Period”), through the normal payroll process of bi-weekly payments
(collectively, the “Salary Continuation Payments”), less all applicable
withholding taxes and other customary payroll deductions.  The Salary
Continuation Payments will commence on the first payroll date following the
Termination Date.  In the event of the Executive’s death prior to
December 31, 2010, the Salary Continuation Payments shall continue to be paid to
Executive’s spouse and, except to the extent benefits contemplated herein are
expressly provided by their terms to heirs and beneficiaries, the Company shall
have no further obligations to Executive’s heirs or beneficiaries under this
Agreement. The Company shall also reimburse Executive for any unpaid
business-related expenses, which Executive incurred in accordance with Company
policy, that Executive properly submits to the Company for reimbursement within
thirty (30) calendar days following the Termination Date.

     

    Section
3.    Executive acknowledges and agrees that other than as
specifically set forth in this Agreement, he is not and will not be due any
compensation, including, but not limited to, compensation for unpaid salary
(except for amounts, if any, of accrued or unused but earned vacation time or
vacation pay from the Company or any of its affiliates), unpaid bonus, and
severance, and following the Termination 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Date,
except as expressly provided herein, he will not be eligible to participate in
any of the benefit plans of the Company or any of its affiliates, whether
currently existing or not.  Executive also acknowledges and agrees
that no provision in this Agreement shall limit the authority of the Company,
including but not limited to a committee or administrator of the Company, to
interpret the terms and conditions of the Company’s benefit plans and
policies.

     

    Section
4.   The Company hereby acknowledges and agrees that Executive
shall continue to participate in the Company’s Deferred Compensation Plan
through the Termination Date.  Executive’s interests in the Deferred
Compensation Plan and his Deferred Compensation Agreement with the Company,
including but not limited to the amount and timing of distributions under each
plan or agreement, shall be made in accordance with the terms and conditions of
each such plan or agreement, as such plan or agreement is in effect from time to
time.

     

    Section
5.   
To the extent unvested, all of Executive’s options to acquire shares of
the Company’s common stock (“Common Stock”) under the 1996 Stock Option Plan and
the 2000 Employee Stock Option Plan shall fully vest and become exercisable as
of the Termination Date and, notwithstanding anything to the contrary in any
specific option agreement, all options under such plans may be exercised until the expiration of
the term of each specific option as set forth in Executive’s applicable option
agreements, and shall thereafter terminate to the extent not previously
exercised.

     

    Section
6.    The Company shall indemnify, in accordance with and
to the fullest extent permitted by applicable law, statutes and regulations as
they may exist from time to time, Executive if he becomes a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(“Claim”), by reason of the fact that he was a director, officer, employee or
agent of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation (including but not
limited to a subsidiary or affiliate of the Company), partnership, joint
venture, trust or other enterprise, against expenses (including attorneys’
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with the action, suit or proceeding.  Expenses
of Executive incurred in defending a civil or criminal action, suit or
proceeding will be paid by the Company as they are incurred upon receipt of an
undertaking by or on behalf of Executive to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the Company.  The Company’s obligations described in
the paragraph shall continue for a period of not less than five (5) years after
the Termination Date; provided, however, that all rights to indemnification in
respect of any Claim asserted or made within such period shall continue until
the final disposition of such claim.

     

    Section
7.    At all times after the Termination Date, Executive
will maintain the confidentiality of all information in whatever form concerning
the Company or any of its affiliates relating to its or their businesses,
agents, marketing organizations, policyholders, product development, finances,
strategic or other plans, marketing, employees, trade practices, trade secrets,
know-how or other matters which are not generally known outside the Company, and
Executive will not, directly or indirectly, make any disclosure thereof to
anyone, or make any use thereof, on his own behalf or on behalf of any third
party, unless specifically requested by or agreed to in writing by an executive
officer of the Company.  Executive has returned or will immediately
return to the Company all reports, files, memoranda, records, computer equipment
and software, credit cards, cardkey passes, door and file keys, computer access
codes or disks and instructional manuals, and other physical or personal
property which he received or prepared or helped prepare in connection with his
employment with the Company, its subsidiaries and affiliates, and Executive has
not retained and will not retain any copies, duplicates, reproductions or
excerpts thereof.

     

    Section
8.

     

    (a)              
At the request of the Company,
Executive agrees to cooperate fully with the Company in any litigation,
administrative proceeding or inquiry that involves the Company, any of its
affiliates or any of the Company’s or its affiliates’ then-current or former
officers, directors, employees or agents, about which Executive may have
knowledge or information.  Executive also agrees to cooperate fully
with any investigation or inquiry conducted by or on behalf of the
Company.  Such cooperation will 

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    include, but not be limited to, the
following:  (i) if Executive is asked to appear for an interview,
Executive will do so within ten (10) calendar days of the request; (ii)
Executive will answer all questions truthfully concerning the Company and
Executive’s work for the Company; (iii) Executive will produce all documents in
his possession or control that Executive is asked to produce; (iv) Executive
will appear for depositions and/or at trial related to any claim, action or
litigation in which the Company, its affiliates or the Company’s or its
affiliates’ then-current or former officers, directors, employees or agents are,
or may become, a party; and (v) Executive will meet with representatives of the
Company, their counsel or, at the request of the Company, with the Company’s or
its affiliates’ then-current or former officers, directors, employees or agents
and their respective counsel, to assist in preparation for such depositions
and/or trials.

     

    (b)           
   If Executive is
participating at the Company’s request and legal counsel is required, the
Company will provide such legal counsel only to the extent permissible by
law.

     

    (c)          
    The Company
will reimburse Executive for any out-of-pocket expenses incurred by Executive in
fulfilling the obligations set forth in this Section 8.

     

    (d)       
      Executive represents and agrees that
Executive will fully cooperate with, and provide truthful testimony in, any
governmental or regulatory investigation involving the Company, its affiliates
or the Company’s or its affiliates’ then-current or former officers, directors,
employees or agents, or Executive’s employment with the
Company.

     

    (e)         
     Nothing
in this Agreement shall prohibit Executive from responding to a valid subpoena,
court order or similar legal process; provided, however, that prior to making
any such disclosure, Executive shall provide the Company with written notice of
the subpoena, court order or similar legal process sufficiently in advance of
such disclosure to afford the Company a reasonable opportunity to challenge the
subpoena, court order or similar legal process.

     

    Section
9.   Executive shall not counsel or assist any attorneys or
their clients in the presentation or prosecution of any disputes, differences,
grievances, claims, charges or complaints on behalf of any private third party
against the Company, its affiliates or any of the Company’s or its affiliates’
officers, directors, employees, agents, representatives, stockholders or
attorneys, unless under a subpoena or other court order to do so; provided,
however, that prior to making any disclosures required by a subpoena or other
court order, Executive shall provide the Company with written notice of the
subpoena, court order or similar legal process sufficiently in advance of such
disclosure to afford the Company a reasonable opportunity to challenge the
subpoena, court order or similar legal process.

     

    Section
10.  Unless waived in writing by the Company, from the date
Executive signs this Agreement until December 31, 2010,

     

    (a)             
 Executive will not, directly
or indirectly, solicit, entice, persuade or induce (or authorize or assist in
the taking of any such actions by any third party) any person that is, or was
within the sixty day period immediately preceding the Termination Date, an
employee of the Company or its affiliates for the purpose of being hired by
Executive or any other person or entity;

     

    (b)        
      Neither Executive nor any entity in
which Executive invests in, or participates in the management (with or without
pay) of, will hire any person that is, or was within the sixty day period
immediately preceding the Termination Date, an employee of the Company or its
affiliates; and

     

    (c)         
     Executive
will not, directly or indirectly, solicit, entice, persuade or induce (or
authorize or assist in the taking of any such actions by any third
party) any person or entity who is known to
Executive to be or have been an agent, marketer, policyholder or consultant of
the Company within the two-year period immediately preceding the Termination
Date to terminate his, her or its relationship with the Company or initiate or
materially expand his, her or its relationship with a competitor of the Company;
provided, however, that this provision shall not preclude Executive from
initiating a NMO relationship with 

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    an agent that has, at the time of such
initiation, existing contracts with one or more competitors of the
Company.

     

    (d)            
  Notwithstanding
anything to the contrary contained herein, Executive agrees and acknowledges
that any failure by Executive to comply with the covenants set forth in Sections
7-12 will result in the forfeiture by Executive of the benefits set forth in
Section 2 herein and the Company shall have the right to recover from Executive
all base salary payments previously made to Executive pursuant to Section 2
during the Salary Continuation Period and the cost of the health insurance
coverage previously provided to Executive.

     

    Section
11.  Unless waived in writing by the Company, from the date
Executive signs this Agreement until December 31, 2010, Executive will not
directly or indirectly engage in, invest in, participate in the management (with
or without pay) of, or act as a consultant (with or without pay) for or employee
of, any business or operation of any enterprise if such operation or business
significantly competes with the business of the Company in the sale of annuity
policies in the United States of America.

     

    Section
12.  At all times after the date Executive signs this
Agreement,

     

    (a)           
   Executive will not
disparage or criticize, orally or in writing, the business, products, policies,
decisions, directors, officers or employees of the Company or any of its
operating divisions, subsidiaries or affiliates to any person
and

     

    (b)             
 the Company will not
disparage or criticize, orally or in writing, Executive.

     

    Section
13.

     

    (a)          
   In consideration
for the payments and benefits provided herein, Executive, on behalf of himself,
his heirs, executors, administrators, assigns, affiliates and agents do hereby
knowingly and voluntarily release, acquit and forever discharge the Company and
any affiliates, successors, assigns and past, present and future directors,
officers, employees, trustees and shareholders (the “AEL Released Parties”) from
and against any and all charges, complaints, claims, cross-claims, third-party
claims, counterclaims, contribution claims, liabilities, obligations, promises,
agreements, controversies, damages, actions, causes of action, suits, rights,
demands, costs, losses, debts and expenses of any nature whatsoever, known or
unknown, suspected or unsuspected, foreseen or unforeseen, matured or unmatured,
which, at any time up to and including the date that Executive signs this
Agreement, exists, have existed, or may arise from any matter whatsoever
occurring, including, but not limited to, any claims arising out of or in any
way related to Executive’s employment with the Company or its affiliates and the
conclusion thereof, which Executive, or any of his heirs, executors,
administrators and assigns and affiliates and agents ever had, now has or at any
time hereafter may have, own or hold against the AEL Released
Parties.  Executive acknowledges that, in exchange for this release,
the Company is providing Executive with a total consideration, financial and
otherwise, which exceeds what Executive would have received had Executive not
given this release.

     

    (b)           
  Except to the extent
that such waiver is precluded by law, order, or regulation, the Executive
further agrees forever that he will not file, initiate, or cause to be filed or
initiated, any claim, charge, suit, complaint, grievance, action, or cause of
action based upon, arising out of, or relating to any claim, demand, or cause of
action released herein, nor shall he participate, assist or cooperate in any
claim, charge, suit, grievance, complaint, action or proceeding regarding any of
the AEL Released Parties, whether before a court or administrative agency or
otherwise.  Furthermore, Executive agrees that he will waive the right
to seek or be entitled to any award of equitable or monetary relief in any
action or proceeding brought on his behalf, that arises out of the matters
released by him under this Agreement.  If Executive is identified in
any action related in any way to the matters released or waiver herein, he
agrees that he shall permanently opt out of the class at the first available
opportunity.

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)        
     By
executing this Agreement, Executive is waiving all claims against the AEL
Released Parties arising under federal, state and local labor and
anti-discrimination laws and any other restriction on the right to terminate
employment, including, without limitation, claims arising under Title VII of the
Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act
of 1967, the Americans with Disabilities Act of 1990, the Employee Retirement
Income Security Act of 1974, and the Iowa Civil Rights Act of 1965, all as
amended.

     

    (d)             
 EXECUTIVE SPECIFICALLY
WAIVES AND RELEASES THE AEL RELEASE PARTIES FROM ALL CLAIMS EXECUTIVE MAY HAVE
AS OF THE DATE EXECUTIVE SIGNS THIS AGREEMENT REGARDING CLAIMS OR RIGHTS ARISING
UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, 29 U.S.C.
§ 621 (“ADEA”).  EXECUTIVE FURTHER AGREES:  (i) THAT
EXECUTIVE’S WAIVER OF RIGHTS UNDER THIS RELEASE IS KNOWING AND VOLUNTARY AND IN
COMPLIANCE WITH THE OLDER WORKER’S BENEFIT PROTECTION ACT OF 1990; (ii) THAT
EXECUTIVE UNDERSTANDS THE TERMS OF THIS RELEASE; (iii) THAT THE SALARY
CONTINUATION PAYMENTS AND OTHER BENEFITS CALLED FOR IN THIS AGREEMENT WOULD NOT
BE PROVIDED TO ANY EMPLOYEE TERMINATING HIS OR HER EMPLOYMENT WITH THE COMPANY
WHO DID NOT SIGN A RELEASE SIMILAR TO THIS RELEASE, THAT SUCH PAYMENTS AND
BENEFITS WOULD NOT HAVE BEEN PROVIDED HAD EXECUTIVE NOT SIGNED THIS RELEASE, AND
THAT THE PAYMENTS AND BENEFITS ARE IN EXCHANGE FOR THE SIGNING OF THIS RELEASE;
(iv) THAT EXECUTIVE HAS BEEN ADVISED IN WRITING BY THE COMPANY TO CONSULT WITH
AN ATTORNEY PRIOR TO EXECUTING THIS RELEASE; (v) THAT THE COMPANY HAS GIVEN
EXECUTIVE A PERIOD OF AT LEAST TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER
THIS RELEASE OF HIS RIGHTS UNDER ADEA, ALTHOUGH HE MAY SIGN THIS AGREEMENT
SOONER IF HE SO DESIRES; (vi) THAT EXECUTIVE REALIZES THAT HE HAS SEVEN (7) DAYS
FROM THE DATE HE SIGNS THIS AGREEMENT IN WHICH TO REVOKE THIS RELEASE BY WRITTEN
NOTICE TO THE UNDERSIGNED; AND (vii) THAT THIS ENTIRE AGREEMENT SHALL BE VOID
AND OF NO FORCE AND EFFECT IF EXECUTIVE CHOOSES TO SO REVOKE, AND IF EXECUTIVE
CHOOSES NOT TO SO REVOKE, THAT THIS AGREEMENT AND RELEASE THEN BECOME EFFECTIVE
AND ENFORCEABLE.

     

    Section
14.  Executive represents to the Company that in executing this
Agreement he does not rely and has not relied upon any representation or
statement not set forth herein made by the Company or by any of the Company’s
agents, representatives or attorneys with regard to the subject matter, basis or
effect of this Agreement or otherwise.

     

    Section
15.  Executive acknowledges by signing this Agreement that
Executive has read and understands this document, that Executive has conferred
with or had opportunity to confer with Executive’s attorney regarding the terms
and meaning of this Agreement, that Executive has had sufficient time to
consider the terms provided for in this Agreement, that no representations or
inducements have been made to Executive except as set forth in this Agreement,
and that Executive has signed the same KNOWINGLY AND VOLUNTARILY.

     

    Section
16.

     

    (a)            
  This Agreement will be
governed by and construed and enforced under the laws of the State of Iowa,
without regard to its conflict of laws rules.  Except for any action
brought by the Company to specifically enforce the provisions of this Agreement,
any proceeding relating to this Agreement shall be brought in a state or federal
court located in Des Moines, Iowa.  The Company and Executive hereby
consent to personal jurisdiction in any such action and to service of process by
mail at the addresses set forth herein and waive any objection to venue in any
such Iowa court.

     

    (b)             
 At the Company’s option, all
disputes arising under or relating to this Agreement, or the breach, termination
or validity thereof, shall be submitted to binding arbitration.  The
arbitration will be held in Des Moines, Iowa in accordance with  the
Commercial Arbitration Rules of the 

     

     

    
      
        
        

      

      
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    American Arbitration Association then in
effect and the arbitral panel will consist of three neutral and impartial
arbitrators.  In rendering an award, the arbitral tribunal will be
required to follow the laws of the State of Iowa.  The award will be
final and binding upon the parties and shall be the sole and exclusive remedy
between the parties regarding any claims, counterclaims, issues or accounting
presented to the arbitrator(s).

     

    (c)            
  If any legal action or
any arbitration is brought for the enforcement of this Agreement or because of
an alleged dispute, controversy, breach, or default in connection with this
Agreement, the prevailing party shall be entitled to recover reasonable
attorneys’ fees and all other reasonable costs and expenses incurred in that
action or proceeding, in addition to any other relief to which it may be
entitled.

     

    Section
17.  In the event that any one or more of the provisions of
this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions will not in any way be
affected or impaired thereby.  Moreover, if any one or more of the
provisions contained in this Agreement is held to be excessively broad as to
duration, scope, activity or subject, such provisions will be construed by
limiting and reducing them so as to be enforceable to the maximum extent
compatible with applicable law.

     

    Each party acknowledges and agrees that
the other party will or would suffer irreparable injury in the event of a breach
or violation or threatened breach or violation of any provision of this
Agreement and therefore agrees that, in the event of an actual or threatened
breach or violation of such provisions, the other party shall be awarded
injunctive relief in a court of appropriate jurisdiction to prohibit or remedy
any such violation or breach or threatened violation or breach, without the
necessity of posting any bond or security, and such right to injunctive relief
shall be in addition to any other right or remedy available to the other
party.

    


    Section
18.  Any notice to be given hereunder shall be in writing and
shall be deemed given when mailed by certified mail, return receipt requested,
addressed as follows:

     

    


    
      	 
      	
              To
      Executive at:

            
	 
      	 
      
	 
      	
              Kevin
      R. Wingert

            
	 
      	
              6882
      Panorama Road

            
	 
      	
              Panora,
      IA 50216

            
	 
      	 
      
	 
      	 
      
	 
      	
              To
      the Company at:

            
	 
      	 
      
	 
      	
              American
      Equity Investment Life Insurance Company

            
	 
      	
              5000
      Westown Parkway

            
	 
      	
              West
      Des Moines, Iowa 50266

            
	 
      	
              Attention:  Debra
      Richardson

            
	 
      	 
      
	 
      	
              with
      a copy to:

            
	 
      	 
      
	 
      	
              William
      R. Kunkel

            
	 
      	
              Skadden,
      Arps, Slate, Meagher & Flom LLP

            
	 
      	
              333
      West Wacker Drive

            
	 
      	
              Suite
      2100

            
	 
      	
              Chicago,
      Illinois 60606

            


    

    


    Section
19.  This Agreement sets forth the entire agreement between the
parties hereto and may not be changed without the written consent of the
parties.  This Agreement supersedes all prior agreements,
understandings and proposals, whether oral or written, by either party or by any
officer, 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    employee
or representative of either party hereto.  The parties may execute
this Agreement in two or more counterparts each of which shall be deemed an
original and all of which shall constitute one and the same
instrument.  Executive also acknowledges and agrees that Executive’s
Change of Control Agreement, dated as of June 5, 2003 shall terminate effective
as of December 31, 2008, and thereafter shall be null and void.

     

    Section
20.  This Agreement shall be binding upon and shall inure to
the benefit of the parties hereto and their respective successors and
assigns.  The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform it if no such succession
had taken place.  As used in this Agreement, “Company” shall mean the
Company as hereinbefore defined and any successor to its business and/or assets
as aforesaid which assumes and agrees to perform this Agreement, by operation of
law or otherwise.  In the event that a successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company fails to perform
this Agreement, Executive shall be entitled to recover any legal fees and
expenses incurred in enforcing this Agreement against such
successor.

     

    Section
21.  The Company and Executive agree that neither this
Agreement nor the performance by the parties hereunder constitutes an admission
by any of the parties released in Section 11 of any violation of any federal,
state or local law, regulation, common law, breach of any contract or any other
wrongdoing of any type.

     

     

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the parties have
executed this Agreement as of the signing date set forth
above.

    


    


    


    
      
        
          
            
              
                	 
      	
                        AMERICAN EQUITY
      INVESTMENT

                        LIFE INSURANCE
      COMPANY

                      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                           /s/ Kevin R.
      Wingert

                      	
                         

                      	
                        By:

                      	
                        /s/ Debra J.
      Richardson

                      	
                         

                      
	
                        Kevin R.
      Wingert

                      	
                         

                      	
                        Name:

                      	
                        Debra J.
      Richardson

                      
	 
      	
                        Title:

                      	
                        Senior Vice
      President

                      


              

            

          

        

      

    

     

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    
      
        
          
            	
                    Grant Date

                  	
                    Expiration

                    Date

                  	
                    Option
Price

                  	
                    Number of Options Exercisable at
      12/31/08

                  
	
                    4/14/1999

                  	
                    4/14/2009

                  	
                    7.33

                  	
                    17,069

                  
	
                    5/5/2000

                  	
                    5/5/2010

                  	
                    9.67

                  	
                    15,000

                  
	
                    12/29/2000

                  	
                    12/29/2010

                  	
                    9.67

                  	
                    45,000

                  
	
                    12/4/2003

                  	
                    12/4/2013

                  	
                    9.00

                  	
                    20,000

                  
	
                    6/10/2004

                  	
                    6/10/2014

                  	
                    11.00

                  	
                    20,000

                  
	
                    12/31/2004

                  	
                    12/31/2014

                  	
                    10.77

                  	
                    20,000

                  
	
                    6/11/2008

                  	
                    6/11/2018

                  	
                    10.85

                  	
                    40,000

                  


          

        

      

    

    


    


    


    
      	
               
      

            	
              ─
      Executive also is entitled to receive 4,500 shares of common stock
      pursuant to a non-qualified Deferred Compensation
    Agreement.