EXHIBIT 10.66


 


EXECUTIVE SALARY CONTINUATION AGREEMENT


This
Salary Continuation Agreement (the “Agreement”) is
made effective as of July 1, 2006 (the “Effective Date”),
and is entered into by and between Central Valley Community Bank (the “Bank”) and David Kinross (the “Executive”),
each a “Party” and together the “Parties.”


RECITALS


A.            The Executive is a valued Executive of the Bank, and currently
serves as the Bank’s Chief Financial Officer of Administration.


B.            It is the consensus of the Bank’s Board of Directors (the
“Board”) that the Executive’s services
to the Bank are valuable.  Accordingly,
it is the desire of the Bank and the Executive to enter into this Agreement
under which the Bank will agree to make certain payments to the Executive at
retirement.


C.            Furthermore, it is the intent of the Parties hereto that
this Agreement be considered an unfunded arrangement maintained primarily to
provide supplemental retirement benefits for the Executive, and to be
considered a non-qualified benefit plan for purposes of the Employee Retirement
Security Act of 1974, as amended (“ERISA”). The
Executive is fully advised of the Bank’s financial status and has had
substantial input in the design and operation of this benefit plan.


AGREEMENT


In
consideration of the mutual promises, covenants, and agreements contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties agree as follows:


I.              DEFINITIONS


In addition to those terms defined elsewhere in
this Agreement, the following definitions apply to this Agreement:


A.            Accrual Balance.


“Accrual
Balance” means the liability that should be accrued by the Bank,
under Generally Accepted Accounting Principles, for the Bank’s obligation to
the Executive under this Agreement, by applying the discount rate described in
Section XI(L).  The Accrual Balance shall
be calculated on a monthly basis.  Accrual
Balance projections are set forth in Column (3) of Exhibit A attached hereto
and fully incorporated herein by reference.



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B.            Benefits.


“Benefits”
means the benefits that are the subject of this Agreement, including the Normal
Retirement Benefit, the Early Retirement Benefit, the Involuntary Termination
Benefit, the Disability Benefit, and the Change in Control Benefit.


C.            Change in Control.


“Change in
Control” shall be deemed to have occurred on the date that any one
person, or more than one person acting as a group, acquires ownership of stock
of the Bank that, together with stock held by such person or group, constitutes
more than fifty percent (50%) of the total fair market value or total voting
power of the stock of the Bank.  However,
if any one person or more than one person acting as a group, is considered to
own more than fifty percent (50%) of the total fair market value or total
voting power of the stock of Bank, the acquisition of additional stock by the
same person or persons will not be considered to cause a Change in Control of
the Bank.  Further, an increase in the
percentage of stock owned by any one person, or persons acting as a group, as a
result of a transaction in which the Bank acquires its stock in exchange for
property will not be considered to cause a Change in Control of the Bank.  Transfers of Bank stock on account of deaths
or gifts, transfers between family members or transfers to a qualified
retirement plan maintained by the Bank shall not be considered in determining
whether there has been a Change in Control. 
A “Change in Control” shall be interpreted in accordance with the
definition of “Change in Ownership” under Section 409A, and to the extent that
an event or series of events does not constitute a “Change in Ownership” under
Section 409A, the event or series of events will not constitute a “Change in
Control” under this Agreement.


D.            Change in Control Benefit.


“Change in
Control Benefit” means a lump sum payment benefit equal to the
present value (calculated in accordance with Section XI(L) of this Agreement as
of the date of payment) of one hundred percent (100%) of the Benefit that the
Executive would have received had the Executive been employed by the Bank until
Normal Retirement Age.  The Change in
Control Benefit is set forth in Column (11) of Exhibit A attached hereto and
fully incorporated herein by reference.


E.             Code.


“Code”
means the Internal Revenue Code of 1986, as amended.


F.             Disability or Disabled.


“Disability”
or “Disabled” means Executive (i) is unable
to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in
death or can be expected to last for a continuous period of not less than 12
months; or (ii) is, by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering Bank employees. 
If there is a dispute regarding whether the Executive is Disabled, such
dispute shall be resolved by a physician selected by the Bank, a physician
selected by the Executive, and a third physician selected by each of the other
two (2) physicians. Such resolution shall be binding upon all Parties to this
Agreement.  The 



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determination of
Disability shall be made in a uniform and nondiscriminatory manner applied to
all Bank employees under similar circumstances. 
Notwithstanding anything to the contrary, the terms “Disability” or “Disabled”
shall be interpreted in accordance with Section 409A.


G.            Disability Benefit.


The total “Disability Benefit” means a benefit equal to one hundred
percent (100%) of the Executive’s Accrual Balance as of the beginning of the month
during which Termination of Employment on account of Disability occurs, payable
over fifteen years (assuming interest accrual during that time), in accordance
with the terms of this Agreement.  Each
such annual payment shall be referred to the annual “Disability
Benefit.”  Beginning on the
thirteenth month that the annual Disability Benefit is paid, and continuing
thereafter until paid in full, the annual Disability Benefit shall be increased
each year by three percent (3%) from the previous year’s Disability Benefit
amount to account for cost of living increases. 
The annual Disability Benefit is shown in Column (9) of Exhibit A,
attached hereto and fully incorporated herein by reference.


H.            Early Retirement Benefit.


The total “Early Retirement Benefit” means a benefit equal to one
hundred percent (100%) of the Executive’s Accrual Balance, as of the beginning
of the month which includes the Early Retirement Date, payable over fifteen
years (assuming interest accrual during that time), in accordance with the
terms of this Agreement.  Each such
annual payment shall be referred to as the annual “ Early
Retirement Benefit.”  Beginning
on the thirteenth month that the annual Early Retirement Benefit is paid, and
continuing thereafter until paid in full, the annual Early Retirement Benefit
shall be increased each year by three percent (3%) from the previous year’s
Early Retirement Benefit amount to account for cost of living increases.


I.              Early Retirement Date.


“Early
Retirement Date” means the date of Retirement if it is effective
prior to the Normal Retirement Age, provided the Executive has attained age
sixty (60).


J.             For Cause.


“For Cause”
means any of the following actions by Executive that result in an adverse
effect on the Bank: (i) gross negligence or gross neglect; (ii) the commission
of a felony or gross misdemeanor involving moral turpitude, fraud, or
dishonesty; (iii) the willful violation of any law, rule, or regulation (other
than a traffic violation or similar offense); (iv) an intentional failure to
perform stated duties; or (v) a breach of fiduciary duty involving personal
profit. If a dispute arises as to whether Termination of Employment was For
Cause, such dispute shall be resolved by arbitration as set forth in this
Agreement.


K.            Involuntary Termination.


“Involuntary
Termination” means Executive’s
Employment Terminates by Bank prior to Retirement, and such Termination of
Employment is not For Cause.



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L.             Involuntary Termination Benefit.


“Involuntary
Termination Benefit” means a lump sum payment benefit equal to the
Executive’s Accrual Balance shown in Column (5) of Exhibit A, attached hereto
and fully incorporated herein by reference, as of the beginning of the month
during which Involuntary Termination occurs.


M.           Normal Retirement Age.


“Normal
Retirement Age” means the date on which the Executive attains age
sixty-two (62).


N.            Normal Retirement Benefit.


“Normal
Retirement Benefit” means an annual benefit equal to Fifty Thousand
Dollars and No/00ths ($50,000.00) per year, payable in accordance with the
terms of this Agreement.  Beginning on
the thirteenth month that the Normal Retirement Benefit is paid, and continuing
thereafter until paid in full, the Normal Retirement Benefit shall be increased
annually by three percent (3%) from the previous year’s Normal Retirement
Benefit amount to account for cost of living increases.  The Normal Retirement Benefit is set forth in
Column (2) of Exhibit A, attached hereto and fully incorporated herein by
reference.


O.            Retirement and Retire.


“Retirement”
and “Retire” mean that the Executive remains
in the continuous employ of the Bank from the Effective Date and then retires
from active employment (and his Employment Terminates) with the Bank, after
having attained age sixty (60).


P.             Retirement Date.


“Retirement
Date” means the December 31st immediately following the Executive’s
sixty-second (62) birthday.


Q.            Section 409A.


“Section 409A” means Code Section 409A
together with IRS regulations and guidance promulgated thereunder, as amended
from time to time.


R.            Termination of Employment or
Employment Terminates.


“Termination
of Employment” or “ Employment Terminates “
means that the Executive’s employment with the Bank is terminated and the
Executive actually separates from service with the Bank and does not continue
in his prior capacity.  Termination of
Employment does not include Executive’s military leave, sick leave or other
bona fide leave of absence (such as temporary employment with the government)
if the period of leave does not exceed six months, or if longer, so long as his
right to reemployment with the Bank is provided either in contract or
statute.  Notwithstanding anything to the
contrary, the terms “Termination of Employment” and “Employment Terminates”
shall be interpreted in accordance with Section 409A.



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S.             Voluntary Termination.


“Voluntary
Termination” means Executive’s Employment Terminates prior to
Retirement by Executive’s voluntary action.


II.            EMPLOYMENT


The Bank agrees to employ
the Executive in such capacity as the Bank may from time to time determine. The
Executive will continue in the employ of the Bank in such capacity and with
such duties and responsibilities as may be assigned to him, and with such
compensation as may be determined from time to time by the Board. At all times,
unless modified in writing, employment shall be deemed at-will.  This means that subject to the terms of this
Agreement, either the Bank or Executive may terminate the employment
relationship at any time, for any reason or for no reason.


III.           FRINGE
BENEFITS


The salary continuation Benefits
provided by this Agreement are granted by the Bank as a fringe benefit to the
Executive and are not part of any salary reduction plan or an arrangement
deferring a bonus or a salary increase. The Executive has no option to take any
current payment or bonus in lieu of these salary continuation Benefits except
as specifically set forth hereinafter.


IV.           RETIREMENT
BENEFIT AND EARLY RETIREMENT BENEFIT


A.            Retirement Benefit.


Provided
the Executive Retires on or after the Retirement Date, the Bank shall pay the
Executive the Normal Retirement Benefit each year, in lieu of any other Benefit
under this Agreement, in equal monthly installments (1/12 of the annual Normal
Retirement Benefit) for a period of one hundred and eighty (180) months,
commencing with the first day of the month following the date of Retirement.


B.            Early Retirement Benefit.


Beginning
on the Early Retirement Date, the Bank shall pay the Executive the annual Early
Retirement Benefit each year, in lieu of any other Benefit under this
Agreement, in equal monthly installments (1/12 of the annual Early Retirement
Benefit) for a period of one hundred and eighty (180) months, commencing with
the first day of the month following the date of Retirement.


V.            DEATH
BENEFIT


Notwithstanding anything
herein to the contrary, in the event of the Executive’s death, no Benefits
shall be payable hereunder and this Agreement shall automatically terminate
effective immediately upon the death of the Executive.  If the Executive is already in pay status at
the time of his death, nor further payments will be made, and his right to any
additional payments will terminate.



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VI.           TERMINATION
OF EMPLOYMENT AND DISABILITY


A.            Voluntary Termination of Employment.


In the event of Executive’s Voluntary Termination prior to Retirement or
prior to a Change in Control, this Agreement shall immediately terminate and
the Executive shall not be entitled to receive any Benefits under this Agreement.


B.            Involuntary Termination of Employment.


In the event of Executive’s
Involuntary Termination prior to Retirement, the Bank shall pay the Executive
the Involuntary Termination Benefit, in lieu of any other Benefit under this
Agreement, in a lump sum on the date on which Executive attains the Normal
Retirement Age.


C.            Termination of Employment For Cause.


In the event Executive’s Employment Terminates For Cause prior to
Retirement, then this Agreement shall immediately terminate and the Executive
shall forfeit all Benefits and not be entitled to receive any Benefits under
this Agreement.


D.            Disability.


In the event the Executive becomes Disabled prior to Termination of
Employment, and Executive’s Employment Terminates because of such Disability,
the Bank shall pay the Executive the annual Disability Benefit each year, in
lieu of any other Benefit under this Agreement, in equal monthly installments
(1/12 of the annual Disability Benefit) for a period of one hundred and eighty
(180) months, commencing with the first day of the month following the date of
Termination of Employment on account of Disability.


VII.         CHANGE
OF CONTROL


Upon
a Change of Control, if, within twenty four (24) months of the Change of
Control, (i) the Executive subsequently suffers a Termination of Employment
(whether Voluntary Termination or Involuntary Termination) for any reason,
other than Termination of Employment For Cause; (ii) the Executive’s job
responsibilities substantially change; or (iii) the Executive is relocated,
then the Bank shall pay the Executive the Change of Control Benefit, in lieu of
any other Benefit under this Agreement, in a lump sum on the first day of the
month following the date giving rise to the payment (i.e., the date of
Termination of Employment, substantial change in job responsibilities or
relocation).  The Change in Control
Benefit shall be subject to reduction or elimination as provided in Section
XIII.


VIII.        VESTING


Executive shall be vested
in one hundred percent (100%) of all Accrual Balance.


IX.           SPECIFIED
EMPLOYEE REQUIREMENTS


Notwithstanding anything
to the contrary, payments made under this Agreement shall be delayed so that no
payments are made during the first six (6) months following Termination of
Employment, if such delay is required by the Specified Employee requirements of
section 409A.



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X.            RESTRICTIONS
ON FUNDING


The
Bank shall have no obligation to set aside, earmark or entrust any fund or
money with which to pay its obligations under this Agreement. The Executive or
any successor in interest shall be and remain simply a general creditor of the
Bank in the same manner as any other creditor having a general claim for
matured and unpaid compensation.


The
Bank reserves the absolute right, at its sole discretion, to purchase life
insurance in amounts sufficient to secure the Benefits provided under this
Agreement.  The Bank further reserves the
absolute right, at its sole discretion, to establish a grantor trust which may
be used to hold assets of the Bank which are maintained as reserves against the
Bank’s unfunded, unsecured obligations hereunder.  Such reserves shall at all times be subject
to the claims of the Bank’s creditors and the creditors of any affiliate of the
Bank that is also an employer of the Executive. 
To the extent such trust or other vehicle is established, the Bank’s
obligations hereunder shall be reduced to the extent such assets are utilized
to meet its obligations hereunder.  Any
such trust and the assets held thereunder are intended to conform in substance
to the terms of the model trust described in Revenue Procedure 92-64, 1992-33
IRB 11 (8-17-92).  The Bank reserves the
absolute right, in its sole discretion, to terminate any such life insurance or
grantor trust at any time, in whole or in part. At no time shall any Executive
be deemed to have any lien or right, title or interest in or to any specific
investment or to any assets of the Bank. 
If the Bank elects to invest in a life insurance, disability or annuity
policy upon the life of the Executive, then the Executive shall assist the Bank
by freely submitting to a physical exam and supplying such additional
information necessary to obtain such insurance or annuities.


XI.           MISCELLANEOUS


A.            Alienability and Assignment Prohibition.


Neither the Executive, nor the Executive’s surviving spouse, nor any
other beneficiary(ies) under this Agreement shall have any power or right to
transfer, assign, anticipate, hypothecate, mortgage, commute, modify or
otherwise encumber in advance any of the Benefits payable hereunder nor shall
any of such Benefits be subject to seizure for the payment of any debts,
judgments, alimony or separate maintenance owed by the Executive or the
Executive’s beneficiary(ies), nor be transferable by operation of law in the
event of bankruptcy, insolvency or otherwise. In the event the Executive or any
beneficiary attempts assignment, commutation, hypothecation, transfer or
disposal of the Benefits hereunder, the Bank’s liabilities shall forthwith
cease and terminate.


B.            Binding Obligation of the Bank and any Successor in
Interest.


The Bank shall not merge or consolidate into or with another bank or
sell substantially all of its assets to another bank, firm or person until such
bank, firm or person expressly agrees, in writing, to assume and discharge the
duties and obligations of the Bank under this Agreement. This Agreement shall
be binding upon the Parties hereto, their successors, beneficiaries, heirs and
personal representatives.



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C.            Amendment or Revocation.


It is agreed by and between the Parties hereto that, during the lifetime
of the Executive, this Agreement may be amended or revoked at any time or
times, in whole or in part, by the mutual written consent of the Executive and
the Bank.


D.            Gender.


Whenever in this Agreement words are used in the masculine or neuter
gender, they shall be read and construed as in the masculine, feminine or
neuter gender, whenever they should so apply.


E.             Effect on Other Bank Benefit Plans.


Nothing contained in this Agreement shall affect the right of the
Executive to participate in or be covered by any qualified or non-qualified
pension, profit-sharing, group, bonus or other supplemental compensation or
fringe benefit plan constituting a part of the Bank’s existing or future
compensation structure.


F.             Headings.


Headings and subheadings in this Agreement are inserted for reference
and convenience only and shall not be deemed a part of this Agreement.


G.            Applicable Law.


The validity and interpretation of this Agreement shall be governed by
applicable federal law and the laws of the State of California.


H.            12 U.S.C. § 1828(k).


Any payments made to the Executive pursuant to this Agreement, or
otherwise, are subject to and conditioned upon their compliance with 12 U.S.C.
§ 1828(k) or any regulations promulgated thereunder.


I.              Partial Invalidity.


If any term, provision, covenant, or condition of this Agreement is
determined by an arbitrator or a court, as the case may be, to be invalid,
void, or unenforceable, such determination shall not render any other term,
provision, covenant, or condition invalid, void, or unenforceable, and the Agreement
shall remain in full force and effect notwithstanding such partial invalidity.


J.             Not a Contract of Employment.


This Agreement shall not be deemed to constitute a contract of
employment between the Parties hereto, nor shall any provision hereof restrict
the right of the Bank to discharge the Executive, or restrict the right of the
Executive to terminate employment. At all times, employment shall remain
at-will and either Party may terminate the Agreement with or without cause and
with or without notice.



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K.            Effective Date.


The Effective Date of the Plan shall be July 1, 2006.


L.             Present Value.


All present value calculations under this Agreement shall be based on
the following discount rate:


Discount Rate:                  The discount
rate as used in the FASB 87 calculations for this Agreement.  The initial rate shall be six percent (6%).


M.           Contradiction in Terms of Agreement and Exhibits.


If there is a contradiction in the terms of this agreement and the
exhibits attached hereto with the actual amount of such Benefit, then the
actual amount of such Benefit set forth in the Exhibit shall control.


XII.         ERISA
PROVISION


A.            Named Fiduciary and Plan Administrator.


The “Named Fiduciary and Plan Administrator”
of this Agreement shall be Central Valley Community Bank until its resignation
or removal by the Board. As Named Fiduciary and Plan Administrator, the Bank
shall be responsible for the management, control and administration of the Agreement.
The Named Fiduciary may delegate to others certain aspects of the management
and operation responsibilities of the Agreement including the employment of
advisors and the delegation of ministerial duties to qualified individuals.


B.            Claims Procedure and Arbitration.


In the event a dispute arises over Benefits under this Agreement and Benefits
are not paid to the Executive and such claimants feel they are entitled to
receive such Benefits, then a written claim must be made to the Named Fiduciary
and Plan Administrator named above within sixty (60) days from the date
payments are refused. The Named Fiduciary and Plan Administrator shall review
the written claim and if the claim is denied, in whole or in part, they shall
provide in writing within sixty (60) days of receipt of such claim its specific
reasons for such denial, reference to the provisions of this Agreement upon
which the denial is based and any additional material or information necessary
to perfect the claim. Such written notice shall further indicate the additional
steps to be taken by claimants if a further review of the claim denial is
desired. A claim shall be deemed denied if the Named Fiduciary and Plan
Administrator fail to take any action within the aforesaid sixty-day period.


If claimants desire a second review they shall notify the Named
Fiduciary and Plan Administrator in writing within sixty (60) days of the first
claim denial. Claimants may review this Agreement or any documents relating
thereto and submit any written issues and comments it may feel appropriate. In
their sole discretion, the Named Fiduciary and Plan Administrator shall then
review the second claim and provide a written decision within sixty (60) days
of receipt of such claim. This decision shall likewise state the specific
reasons for the decision and shall include reference to specific provisions of
the Plan Agreement upon which the decision is based.



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If claimants continue to dispute the Benefit denial based upon completed
performance of this Agreement or the meaning and effect of the terms and
conditions thereof, then claimants may submit the dispute to an Arbitrator for
final arbitration. The Arbitrator shall be selected by mutual agreement of the
Bank and the claimants. The Arbitrator shall operate under any generally
recognized set of arbitration rules. The Parties hereto agree that they and
their heirs, personal representatives, successors and assigns shall be bound by
the decision of such Arbitrator with respect to any controversy properly
submitted to it for determination.


Where a dispute arises as to the Bank’s discharge of the Executive For
Cause, such dispute shall likewise be submitted to arbitration as above-described
and the Parties hereto agree to be bound by the decision thereunder.


XIII.        TERMINATION
OR MODIFICATION OF AGREEMENT BY REASON OF CHANGES IN THE LAW, RULES OR
REGULATIONS


The Bank is entering into
this Agreement upon the assumption that certain existing tax laws, rules and
regulations will continue in effect in their current form. If any such
assumptions should change and such change has a detrimental effect on this Agreement,
then the Bank reserves the right to terminate or modify this Agreement accordingly.
Upon a Change of Control, this paragraph shall become null and void effective
immediately upon such Change of Control.


XIV.        EXCESS
PARACHUTE PAYMENTS


Notwithstanding any
provision of this Agreement to the contrary, if any Benefit payment or portion
of any Benefit payment under this Agreement shall be a non deductible expense
to the Bank by reason of Section 280G of the Code the Bank shall be entitled
to, at its option, reduce the Benefits to be paid under this Agreement to the
extent necessary to avoid the application of Section 280G of the Code to such
payment. This provision can be applied to reduce the Benefits under this
Agreement to zero, if necessary and so elected by the Bank.


XV.         COMPETITION
AFTER TERMINATION OF EMPLOYMENT


The Bank shall not pay
any Benefit under this Agreement if the Executive, without the prior written
consent of the Bank, engages in, becomes interested in, directly or indirectly,
as a sole proprietor, as a partner in a partnership, or as a substantial
shareholder in a corporation, or becomes associated with, in the capacity of
employee, director, officer, principal, agent, trustee or in any other capacity
whatsoever, any enterprise conducted in the trading area (a 50 mile radius) of
the business of the Bank, which enterprise is, or may deemed to be, competitive
with any business carried on by the Bank as of the date of termination of the
Executive’s employment or his retirement. This section shall not apply
following a Change of Control.


XVI.        PROHIBITION
AGAINST ACCELERATION.


Notwithstanding anything to the contrary, neither the
time nor scheduling of payments under this Plan may be accelerated unless such
acceleration is permissible under both applicable law and under the Agreement.



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IN WITNESS WHEREOF, the Parties
hereto acknowledge that each has carefully read this Agreement and executed
the original thereof on                              
and that, upon execution, each has received a conforming copy.




	
  BANK:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  CENTRAL VALLEY
  COMMUNITY BANK

  	
   

  	
  DAVID KINROSS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/Daniel Doyle

  	
   

  	
  /s/David Kinross

  
	
  Name: Daniel
  Doyle

  	
   

  	
  David Kinross

  
	
  Title: President
  and Chief Executive Officer

  	
   

  	
   

  






 



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Exhibit A


 


David Kinross


	
  Birth Date: 5/20/1964

  Plan Anniversary Date: 1/1/2007

  Normal Retirement: 12/31/2026, Age 62

  Normal Retirement Payment: Monthly for 15 years

  	
   

  	
  Early Involuntary

  Termination
Lump Sum Benefit

  Amount Payable at

  Normal Retirement Age

  	
   

  	
  Early Retirement

  2/24/2011
Annual Benefit

  Amount Payable at

  Separation from Service

  	
   

  	
  Disability
Annual Benefit

  Amount Payable at

  Separation from Service (2)

  	
   

  	
  Change in Control
Lump Sum Benefit

  Amount Payable at

  Separation from Service (2)

  	
   

  
	
  Values

  	
   

  	
  Discount

  Rate

  	
   

  	
  Benefit

  Level

  	
   

  	
  Accrual

  Balance

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  	
  Vesting

  	
   

  	
  Based On

  Accrual

  	
   

  
	
  As of

  	
   

  	
  (1)

  	
   

  	
  (2)

  	
   

  	
  (3)

  	
   

  	
  (4)

  	
   

  	
  (5)

  	
   

  	
  (6)

  	
   

  	
  (7)

  	
   

  	
  (8)

  	
   

  	
  (9)

  	
   

  	
  (10)

  	
   

  	
  (11)

  	
   

  
	
  July 2006 (1)

  	
   

  	
   

  	
   

  	
  50,000

  	
   

  	
  0

  	
   

  	
  100

  	
  %

  	
  0

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  0

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2006
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  7,503

  	
   

  	
  100

  	
  %

  	
  7,503

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  630

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2007
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  23,200

  	
   

  	
  100

  	
  %

  	
  23,200

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  1,948

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2008
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  39,865

  	
   

  	
  100

  	
  %

  	
  39,865

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  3,347

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2009
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  57,557

  	
   

  	
  100

  	
  %

  	
  57,557

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  4,833

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2010
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  76,341

  	
   

  	
  100

  	
  %

  	
  76,341

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  6,410

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2011
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  96,284

  	
   

  	
  100

  	
  %

  	
  96,284

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  8,085

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2012
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  117,456

  	
   

  	
  100

  	
  %

  	
  117,456

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  9,863

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2013
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  139,934

  	
   

  	
  100

  	
  %

  	
  139,934

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  11,751

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2014
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  163,799

  	
   

  	
  100

  	
  %

  	
  163,799

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  13,755

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2015
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  189,136

  	
   

  	
  100

  	
  %

  	
  189,136

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  15,882

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2016
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  216,035

  	
   

  	
  100

  	
  %

  	
  216,035

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  18,141

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2017
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  244,594

  	
   

  	
  100

  	
  %

  	
  244,594

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  20,539

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2018
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  274,914

  	
   

  	
  100

  	
  %

  	
  274,914

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  23,085

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2019
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  307,104

  	
   

  	
  100

  	
  %

  	
  307,104

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  25,788

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2020
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  341,279

  	
   

  	
  100

  	
  %

  	
  341,279

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  28,658

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2021
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  377,562

  	
   

  	
  100

  	
  %

  	
  377,562

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  31,705

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2022
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  416,083

  	
   

  	
  100

  	
  %

  	
  416,083

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  34,939

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2023
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  456,980

  	
   

  	
  100

  	
  %

  	
  456,980

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  100

  	
  %

  	
  38,373

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2024
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  500,400

  	
   

  	
  100

  	
  %

  	
  500,400

  	
   

  	
  100

  	
  %

  	
  42,019

  	
   

  	
  100

  	
  %

  	
  42,019

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2025
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  546,497

  	
   

  	
  100

  	
  %

  	
  546,497

  	
   

  	
  100

  	
  %

  	
  45,890

  	
   

  	
  100

  	
  %

  	
  45,890

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  
	
  Dec 2026
 	
   

  	
  6.00

  	
  %

  	
  50,000

  	
   

  	
  595,438

  	
   

  	
  100

  	
  %

  	
  595,438

  	
   

  	
  100

  	
  %

  	
  50,000

  	
   

  	
  100

  	
  %

  	
  50,000

  	
   

  	
  100

  	
  %

  	
  496,233

  	
   

  







(1)             The
first line reflects just the initial values as of July 1, 2006.


(2)             The
annual benefit amount will be distributed in 12 equal monthly payments for a
total of 180 monthly payments.


*                    The
amounts in this exhibit will vary based on the applicable discount rate each
year.



 12