Exhibit 10(e)
PRISM Exec(R)
Model Non-Qualified Deferred Compensation Plan
Part A
Joinder Agreement
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NOTICE: Establishment of any non-qualified deferred compensation plan has
significant tax consequences to both the Employer(1) and participating
Employees. These tax consequences may be adverse if the non-qualified deferred
compensation plan is not appropriately designed pursuant to Internal Revenue
Service and Department of Labor requirements. Use of this Model Non-Qualified
Deferred Compensation Plan is specifically conditioned upon receipt by KeyCorp
or one of its affiliates of written acknowledgment by an attorney, accountant,
or other tax professional representing the Employer that (i) they have reviewed
this document (and related documents) to ascertain the tax ramifications of its
use; (ii) that those ramifications have been discussed with the Employer; and,
(iii) that the Employer understands and assumes all responsibility relating to
the tax consequences of using this document.
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All provisions selected in this Part A - Joinder Agreement of the PRISM Exec(R)
Model Non-Qualified Deferred Compensation Plan are to be interpreted in
conjunction with Part B - Basic Provisions and Part C - Schedules, which are
incorporated by this reference.
The Employer, designated below, hereby establishes a non-qualified deferred
compensation plan for all Eligible Employees as defined in this Joinder
Agreement pursuant to the terms of Part B - Basic Provisions of the PRISM
Exec(R) Model Non-Qualified Deferred Compensation Plan
A. Employer Information:
(1) Name: Coachmen Industries, Inc.
(2) Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
(3) Address: ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
(4) Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
(5) Employer Taxpayer Identification Number: ▇▇-▇▇▇▇▇▇▇
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1 Terms that are capitalized are defined in Part B - Basic Provisions of the
PRISM EXEC(R)MODEL NON-QUALIFIED DEFERRED COMPENSATION PLAN.
B. Basic Plan Provisions:
(1) Plan Name (select one):
(a) /X/ This plan is established effective January 1, 2001,
(the "Effective Date") as a non-qualified deferred
compensation plan and trust to be known as Coachmen
Industries, Inc. Supplemental Deferred Compensation
Plan (the "Plan").
(b) / / If selected, this Plan is a restatement, effective ,
19, (the "Effective Date") of a previously existing
plan, originally effective , 19. Notwithstanding
anything in the prior plan to the contrary, as of the
effective date of the restatement, this document shall
be the exclusive instrument defining the terms of the
Plan.
(2) Committee Members(2):
/ / If selected, the Employer may not change the membership
of the Committee without the consent of / / all, / / a
majority of, the Participants.
(3) Plan Year shall mean the twelve consecutive month period ending on
December 31, 2001, and each anniversary thereof. If the Effective
Date of this Plan is not twelve months prior to the initial Plan
Year end specified, a short first Plan Year shall result, which
shall have only that impact as described in Part B - Basic
Provisions of the PRISM Exec(R) Model Non-Qualified Deferred
Compensation Plan.
(4) Coverage:
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NOTICE: Only those Employees who are considered part of a "select
group of management or other highly compensated employees" as
defined by the Department of Labor in Reg. ss.2520.104-23 should
be included as participants. Inclusion of employees not falling
within the DOL "top-hat" exemption may cause the Plan to be
within the purview of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), requiring compliance
with certain minimum coverage, participation, and funding
requirements.
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2 Committee members direct the day to day operation of the Plan. If no
Committee members are specified, the Employer shall assume responsibility
for the operations of the Plan.
Only those Employees described below shall be eligible to be selected as a
Participant in this Plan:
See attached Schedule B
Those Eligible Employees who have been selected as Participants in the Plan
shall be designated on the attached Schedule B, which shall be modifiable
to include, or exclude Eligible Employees pursuant to the terms of this
Plan. Subject to the approval of the Trustee, and notwithstanding the terms
of this Plan, the Employer may enter into an agreement with each
Participant, specifying the terms and conditions of participation, which
shall not, without the written consent of the Trustee, supersede any
provisions contained herein.
(5) Contributions: The Employer may make contributions to this Plan, for
the benefit of the Participant, as may be elected below (select as many
as applicable):
(a) /X/ In its discretion, the Employer may contribute Employer
Basic Contributions to the Plan. To the extent
authorized, Employer Basic Contributions shall be
allocated to the accounts of Participants as may be
specified in the attached Schedule C.
(b) / / Participants, as authorized by the Compensation Plan
Sponsor of the Board, shall be entitled to enter into a
Salary Reduction Agreement providing for a reduction in
the Participant's Compensation and Salary Reduction
Contributions to be made to the Plan.
(i) The minimum Salary Reduction Contribution amount
shall be 1 % of the Participant's Compensation.
(ii) The maximum Salary Reduction Contribution amount
shall be 15% or 20 % of the Participant's
Compensation, depending upon the allowance for
Contributions by each Employee Group participating
in the Plan. The Employer may require a Participant
to also participate in any qualified Plan offered
by the Employer as a condition to making Salary
Reductions in this Plan.
(iii) / / If selected, a portion of the Salary Reduction
Contributions made on behalf of a Participant may
be distributed from the Trust to a qualified
retirement plan complying with the provisions of
Code ss.401(k).
(iv) For purposes of Salary Reduction Contributions,
Compensation shall be defined to not include:
(a) / / Bonuses
(b) / / Commissions
(c) / / Taxable fringe benefits identified
below:
(d) / / Other items of remuneration
identified below:
(c) /X/ The Employer shall make Employer Matching Contributions
to the Plan, in an amount as specified below:
(i) / / An amount, equal to __% of each Participant's
Salary Reduction Agreement amount, however,
no match shall be made on a Participant's
Salary Reduction Contributionsin excess of
__% (or $____ ) of the Participant's
Compensation.
(ii) / / The Employer shall make contributions to the
Plan, in an amount determined by resolution of
the Board of Directors on an annual basis.
The Board resolution shall provide for the
percentage and/or amount of Salary Reduction
Contributions to be matched and the maximum
percentage and/or amount of Salary Reduction
Agreement amounts eligible for matching. The
Matching Contribution, if any is made, may
vary among the Employee Groups participating
in the Plan. Matching Contributions may be
made in cash, in Employer Stock ("Matched
Stock Account") or any combination of cash and
stock.
(iii) / / Employer Matching Contributions shall be
allocated to the accounts of Participants
(select one):
(a) /X/ as of each pay period for which a
contribution was made pursuant to a
Salary Reduction Agreement.
(b) / / semi-monthly.
(c) / / as of the last day of the month
preceding the month in which the
contribution was made.
(d) / / as of the last day of the Plan
quarter preceding the quarter in
which the contribution was made.
(e) / / as of the last day of the Plan Year.
(d) /X/ Participants shall be entitled to enter into a Salary
Reduction Agreement providing for a reduction in the
Participant's Bonus Compensation and a Bonus
Contribution to be made to the Plan.
(e) /X/ Subject to the approval of the Trustee, and
notwithstanding the terms of this Plan, the Employer
may enter into an agreement with each Participant,
specifying that Employer Special Contributions be made
to the Plan and allocated to the Account of the
Participant. Any such agreements shall be disclosed on
the attached Schedule D
(6) Forfeiture Provisions:
(a) Vesting provisions: Group "A" Participants shall vest under (g)
below. Group "B" Participants shall vest under (f) below.
(i) The percentage of a Participant's Account (attributable to
Employer Contribution Amounts) to be vested in him or her
upon completion of the specified number of Years of Service
shall be:
Completed Years of Service
1 2 3 4 5 6 7
----- ----- ------ ----- ---- ----- ----
(a) / / 100%
--- -----
(b) / / --- --- 100%
-----
(c) / / --- 20% 40% 60% 80% 100%
----- ------ ----- ---- -----
(d) / / --- --- 20% 40% 60% 80% 100%
------ ----- ---- ----- ----
(e) / / 10% 20% 30% 40% 60% 80% 100%
----- ----- ----- ----- ---- ----- ----
(f) /X/ 20% 40% 60% 80% 100%
--- ----- ----- ----- ----
(g) /X/ 0% 0% 0% 0% 100%
----
(h) / / Full and immediate vesting upon entry into the Plan
(i) / / As per the schedule attached as Schedule E
(ii)Year of Service for vesting shall mean:
(a) /X/ The same as a Year of Service is defined and
calculated for purposes of the Coachmen Industries, Inc.
401(k) Retirement Plan (a qualified plan sponsored by the
Employer).
(b) / / a consecutive 12 month period of service computed
on the basis of:.
(i) / / the period commencing on each annual anniversary
of the Employee's date of hire and ending on the
next annual anniversary of the Employee's
Employment Commencement Date
(ii) / / the Plan Year, commencing with the first Plan
Year beginning after the Employee's Employment
Commencement Date.
(iii) Vesting Years of Service shall be counted for all years of service
of the Employee with the employer beginning with:
(a) / / The Employee's Employment Commencement Date
(b) / / The later of the Employee's Employment Commencement
Date or the effective date of this Plan
(c) /X/ The date the Employee becomes a Participant in this
Plan
(iv) Notwithstanding the provisions of this Item of the Joinder
Agreement, a Participant shall become fully vested in his Accounts
attributable to Employer Contributions:
(a) / / if the Participant's job is eliminated without the
Participant being offered a comparable position elsewhere
with the Employer.
(b) /X/ upon a Change of Control (as defined in Part B - Basic
Provisions)
(c) / / for such reason as is described below:
(b) / / If selected, the Employer has imposed other conditions of
forfeiture with respect to the Participant's Accounts. Those
conditions of forfeiture are set forth on the attached Schedule F.
(7) Distributions:
(a) Payment of Benefits. Benefits shall be paid in such form as may be
specified below. To the extent that more than one form of benefit
is authorized, the Participant shall, prior to the commencement of
participation in the Plan, irrevocably elect in writing the form
in which benefits will be paid.
(i) /X/ Single lump sum
(ii) /X/ Installments (as specified in Part B - Basic
Provisions)
(iii) /X/ Other (specify): A Participant may elect to receive
Employer Stock that is not Matched Stock on an In-Kind
basis, provided appropriate tax withholding is
recovered. A Participant will receive Matched Stock on
an In-Kind Basis only.
(b) Time for payment of benefits. Benefits shall be payable at the
times specified below. To the extent that more than one time for
the payment of benefits is authorized, the Participant shall,
prior to the commencement of participation in the Plan,
irrevocably elect in writing the time benefits will be paid.
(i) / / At age (specify):
(ii) /X/ Upon termination of employment with the Employer
(iii) /X/ Within three (3) Years after a Change of Control
/ / If selected, upon a Change of Control as defined in
Schedule H, the Employer shall be obligated to fully
fund the Trust within __
___ Year after a Change in Control
(iv) /X/ Other (specify): After a "Change of Control" as defined
in Schedule H has occurred, and prior to the three (3)
year period described in (iii) above, distributions
will be made at the request of the Participant within
thirty days of the request being submitted to the
Employer after termination of employment.
(c) Hardship Distributions
(i) / / If selected, in addition to receiving distributions of
Employer Basic Contributions, Employer Special
Contributions, and Employer Matching Contributions as
may be irrevocably elected in the Participant's
initial Enrollment Form, a Participant may request to
receive a distribution on account of a severe financial
hardship, pursuant to the provisions of Part B - Basic
Provisions.
If a hardship distribution is allowed, the Participant
will forfeit an amount equal to ____% of the amount
received.
(ii) / / If selected, in addition to receiving distributions of
Salary Reduction Contributions and Bonus Deferral
Contributions as may be irrevocably elected in the
Participant's initial Enrollment Form, a Participant
may request to receive a distribution on account of a
severe financial hardship, pursuant to the provisions
of Part B - Basic Provisions.
(8) Investments:
(a) Participants may make an election to deem the Participant's
Account(s) to be invested among the Investment Funds. Such
election may be changed:
(i) / / Once during each business day that the Trustee and
the New York Stock Exchange are open.
(ii) / / Once during each calendar month.
(iii) /X/ Once during each quarter of the Plan Year.
(iv) / / Once during each rolling ___ day period.
(b) The Participant will designate into which Investment Funds all
contributions to their accounts are deemed invested, except the
following:
(i) / / Employer Basic Contributions
(ii) / / Employer Special Contributions
(iii) /X/ Employer Matching Contributions
(iv) / / Salary Reduction Contributions
(v) / / Bonus Deferral Contributions
(c) /X/ If selected, and to the extent a selection is made
above, the Employer shall attach a Schedule G
specifying how the contributions so specified shall be
invested among the Investment Fund.
(d) /X/ If selected, the Participant shall be restricted in the
use of the Employer Stock Fund as an Investment Fund
for designating the investment of their account balance
as described on the attached Schedule G
(9) Trustee:
The Trustee of this Plan shall be KeyBank National Association (a bank
or trust company affiliated with KeyCorp within the meaning of Internal
Revenue Code ss.1504).
IN WITNESS WHEREOF, this Plan, which consists of this Part A - Joinder
Agreement, Part B - Basic Provisions, and Part C - Schedules (which are
specifically incorporated by this reference), is adopted by appropriate
corporate action this _____ day of ___________, 2000.
Employer: Coachmen Industries, Inc.
By:
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and
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PRISM Exec(R)
Model Non-Qualified Compensation Plan
Part B
Basic Provisions
All provisions selected in this Part B - Basic Provisions of the PRISM Exec(R)
Model Non-Qualified Deferred Compensation Plan are to be interpreted in
conjunction with options selected in Part A - Joinder Agreement, of which this
Part B is an integral part.
Article I
Establishment/Purpose
ss.1.01 Purpose: This Plan is intended to permit the Employer (and each
Affiliate who adopts this Plan) to establish an unfunded, non-qualified deferred
compensation plan for a select group of its management or highly compensated
employees. Accordingly, it is intended that this Plan be exempt from the
provisions of Parts 2, 3 and 4 of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA").
ss.1.02 Adoption of Plan: The Employer may adopt this Plan by completing Part A
- Joinder Agreement, and Part C - Schedules, and adopting those parts along with
this Part B - Basic Provisions by executing the document pursuant to appropriate
corporate authority. Parts A, B and C together form the Plan document and may
not be used independently of each other. This document (and all of its component
parts) may only be used as part of the PRISM Exec(R) Model Non-Qualified
Deferred Compensation Plan services offered by KeyCorp, or one of its
affiliates.
Article II
Definitions
When used in this document or in Part A - Joinder Agreement or Part C -
Schedules, of the PRISM Exec(R) Model Non-Qualified Deferred Compensation Plan,
the following words shall have the meanings defined below, unless the context
clearly indicates otherwise:
ss.1.01 Account: The bookkeeping accounts maintained by the Service Provider on
behalf of the Employer, with appropriate sub-accounts, to reflect (i) Salary
Deferral Contributions contributed to the Plan, as may be elected by each
Participant; (ii) Employer Contributions (whether Employer Matching
Contributions, Employer Basic Contributions or Employer Special Contributions),
each as adjusted for investment experience, transfers, withdrawals and
distributions made in accordance with this Plan.
ss.1.02 Affiliate: Any entity which is part of (i) a controlled group of
corporations or business pursuant to Code ss.ss.414(b) or (c); (ii) an
affiliated service group pursuant to Code ss.414(m); or, (iii) any other entity
required to be aggregated with the Employer pursuant to Code ss.414(o).
ss.1.03 Beneficiary: Any person who is designated by a Participant to receive
payment of benefits under this Plan, to the extent available, after the
Participant's death. The Participant may specify his or her Beneficiaries on a
form approved by the Committee, and may make such changes to his Beneficiary
designation at such times as may be allowed by the Committee. Notwithstanding
anything in this Plan to the contrary, if the Participant designates his or her
spouse as a Beneficiary of benefits payable hereunder, and the Participant's
marriage to that spouse is later terminated (whether by divorce, annulment,
dissolution, or otherwise), the Participant's designation of his or her spouse
as a Beneficiary shall be null and void, and the portion of the Participant's
benefits that would, but for this provision be payable to the Participant's
spouse will be payable as designated in the Participant's Beneficiary
designation, as if the spouse had predeceased the Participant.
ss.1.04 Bonus Compensation: Any item of Compensation (without regard to the
exclusion of bonuses as may be elected by the Employer in the Joinder Agreement)
that would be payable to a Participant as a bonus but for the existence of a
Salary Reduction Agreement executed by a Participant authorizing deferral of
Bonus Compensation.
ss.1.05 Bonus Deferral Contributions: Those contributions to the Plan, as
authorized in the Joinder Agreement, made pursuant to ss.4.01 of this Part B -
Basic Provisions, and allocated to the Accounts of Participants entering into a
Salary Reduction Agreement authorizing deferral of Bonus Compensation..
ss.1.06 Board: The Board of Directors (or other governing board) of the
Employer.
ss.1.07 Change of Control: A Change of Control shall be deemed to have occurred
(if applicable) upon the happening of the criteria specified by the Employer in
the attached Schedule H.
ss.1.08 Code: The Internal Revenue Code of 1986, and amendments thereto.
ss.1.09 Committee: The Committee as provided for in this Plan, which shall have
the authority to direct the operations of the Plan. To the extent that the
Employer does not appoint a Committee, the Employer shall have the duty of the
day to day administration of the Plan.
ss.1.10 Compensation: An Employee's base salary (unreduced by deferrals made on
a pre-tax basis to any plan maintained under Code ss.ss.401(k) or 125) plus, to
the extent elected in the Joinder Agreement, one or more of the following: (i)
cash bonuses; (ii) commissions; (iii) taxable fringe benefits; or (iv) such
other items of remuneration as may be excluded for Plan purposes described in
the Joinder Agreement.
ss.1.11 Disability: The inability 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 which has lasted or can be expected to last
for a continuous period of not less than twelve (12) months. The permanence and
degree of such impairment shall be supported by medical evidence. The Employer
shall determine the existence of a Disability based on its current disability
policy, applied on a uniform and nondiscriminatory basis.
ss.1.12 Effective Date: The date the Plan was originally effective (which will
be the date of its establishment, or such other later date as may be specified
in the Joinder Agreement.
ss.1.13 Eligible Employee: An Employee who falls within the classification
designated by the Employer in the Joinder Agreement to be eligible to be
selected as a Participant in this Plan
ss.1.14 Employee: Any employee, including any self employed individual, of the
Employer maintaining the Plan.
ss.1.15 Employer: The Employer specified in the Joinder Agreement and any
successor to the business of the Employer establishing the Plan. No other
employer shall be considered an Employer for purposes of this Plan unless (i)
such other employer consents in writing to being an Employer with respect to
this Plan; and, (ii) such other employer is related to the Employer by virtue of
being in a parent-subsidiary or brother-sister controlled group with the
Employer, pursuant to Code ss.ss.414(b) or (c)
ss.1.16 Employer Basic Contributions: Those contributions to the Plan, as
authorized in the Joinder Agreement, made pursuant to ss.4.01 of this Part B -
Basic Provisions, allocated to the Accounts of Participants pursuant to Schedule
B.
ss.1.17 Employer Contribution: An Employer Basic Contribution, Employer Matching
Contribution, or Employer Special Contribution.
ss.1.18 Employer Matching Contributions: Those contributions to the Plan, as
authorized in the Joinder Agreement, made pursuant to ss.4.01 of this Part B -
Basic Provisions, allocated as a matching contribution to the Salary Reduction
Contributions or Bonus Deferral Contributions.
ss.1.19 Employer Special Contribution: Those contributions to the Plan, as
authorized in the Joinder Agreement, made pursuant to ss.4.01 of this Part B -
Basic Provisions, allocated pursuant to the provisions of an agreement entered
into between the Employer and a Participant described on Schedule D.
ss.1.20 Employment Commencement Date: The date on which an Employee first is
employed by the Employer.
ss.1.21 Investment Fund: One of the funds provided for in this Plan, as selected
by the Employer on the Investment Fund Designation Form.
ss.1.22 Investment Fund Designation Form: The form on which the Employer selects
Investment Funds available for the investment of assets held in Trust, which is
an integral part of the Trust Agreement.
ss.1.23 Joinder Agreement: Part A of this Plan, which is an integral part of the
Plan and contains those elections selected by the Employer in establishment of
this Plan.
ss.1.24 Participant: An Eligible Employee who has been selected to participate
in the Plan and who has contributions credited to his or her Account. An
individual who has an Account in the Plan shall continue to be a Participant
despite no longer being an Eligible Employee.
ss.1.25 Plan: The non-qualified deferred compensation plan established by the
Employer through the PRISM Exec(R) Model Non-Qualified Deferred Compensation
Plan which is intended to be a "top-hat" plan, as defined in Department of Labor
Regulation ss.2520.104-23, and exempt from the provisions of Parts 2, 3 and 4 of
Title I of the Employee Retirement Income Security Act of 1974, as amended.
ss.1.26 Plan Year: The twelve month period ending on the date specified in the
Joinder Agreement, which shall be the fiscal year of the Plan. Unless otherwise
elected in the Joinder Agreement, the Plan Year shall be the calendar year.
ss.1.27 Salary Reduction Agreement: An irrevocable election of the Participant
to forego payment of Compensation in exchange for the Employer's promise to pay
benefits pursuant to this Plan.
ss.1.28 Salary Reduction Contribution: A contribution made to this Plan pursuant
to the Employer's obligation to provide certain benefits in consideration of a
Participant entering into a Salary Reduction Agreement. Such Salary Reduction
Agreement, to be valid, must (i) be in writing, signed by the Participant prior
to the start of the Plan Year to which it relates (except that an Eligible
Employee may enter into a Salary Reduction Agreement effective for the remainder
of the Plan Year in which the Participant's participation in the Plan commences,
provided that any reduction in compensation specified in the Salary Reduction
Agreement has effect only with respect to compensation not yet earned or
payable); (ii) take effect as of the start of the following Plan Year (or the
date the Participant commences participation in the Plan, if later); (iii) be
irrevocable during the Plan Year in which it is in effect (except that a Salary
Reduction Agreement may be revoked in its entirety with respect to the remainder
of the Plan Year upon election of the Participant); and (iv) be on a form and
submitted as prescribed by the Committee Any Salary Reduction Agreement in
effect as of the last day of a Plan Year shall be deemed automatically renewed
for each succeeding Plan Year unless a proper election modifying or terminating
the prior Salary Reduction Agreement is duly filed with the Committee during the
period of time prescribed by the Committee
ss.1.29 Schedules: Part C of this Plan which contains additional information
concerning the operation of Plan, as referenced by the Joinder Agreement.
ss.1.30 Service Provider: An affiliate of KeyCorp that provides certain
administrative services in connection with the operation of the Plan, pursuant
to an administrative services agreement entered into between the Employer and
the Service Provider.
ss.1.31 Trust Agreement: An agreement entered into between the Trustee and the
Employer providing for fiduciary services in connection with a grantor trust
established in connection with this Plan. ss.1.32 Trustee: The trustee
designated in the Trust Agreement, or its successors and assigns. The Trustee
shall be an affiliate of KeyCorp. The Trustee shall not be a party to the Plan,
and its responsibilities shall be governed exclusively by the Trust Agreement.
ss.1.33 Year of Service: A consecutive 12 month period of continuous service in
the employ of the Employer commencing on (i) the Employee's Employment
Commencement Date; (ii) the effective date of the Employer's establishment of
this Plan; or (iii) the date the Employee becomes a Participant in the Plan.
Article III
Eligibility and Participation
ss.3.01 Eligibility: From among those Employees designated as Eligible Employees
by the Employer in the Joinder Agreement, the Board (or its designee) shall
select those who shall become Participants in the Plan. The Board may impose
such terms and conditions upon such an Employee prior to becoming a Participant,
which shall be communicated to the Employee, in writing, prior to commencement
of participation. An Eligible Employee shall commence Participation as of any
date specified by the Board.
ss.3.02 Participation: A Participant shall commence participation in Plan upon
completion of an appropriate Salary Reduction Agreement specifying that his or
her compensation be reduced, or by being credited with an Employer Contribution
in his or her Account.
Article IV
Contributions/Accounts
ss.4.01 Contributions: As may be selected in the Joinder Agreement, the Employer
shall credit each Participant's Account with:
a) Salary Reduction Contributions: The amount of any Salary Reduction
Contribution elected by the Participant in a Salary Reduction
Agreement for the Plan Year;
b) Bonus Deferral Contributions: The amount of any Bonus Deferral
Contribution elected by the Participant in a Salary Reduction
Agreement for the Plan Year;
c) Employer Basic Contributions: An amount, as determined in the
discretion of the Employer, which will be allocated to the Accounts
of Participant's pursuant to Schedule C;
d) Employer Matching Contributions: An amount, as may be specified in
the Joinder Agreement, computed as a matching amount to any
contribution made pursuant to a Salary Reduction Agreement.
e) Employer Special Contributions: An amount as may be specified in an
agreement between the Employer and a Participant, as disclosed in
Schedule D.
Benefits payable pursuant to this Plan shall be calculated with reference to the
amount of contributions credited to the Participant's Account, together with any
adjustments made thereto pursuant to the provisions of this Plan.
ss.4.02 Participant Accounts: Each Participant shall have established an Account
(with sub-accounts as may be appropriate) which shall reflect any contributions
credited pursuant to ss.4.01 of this Plan. All contribution credits shall be
bookeeping entries only and shall not constitute an actual allocation of any
assets of the Employer, or be deemed to create any trust, custodial account, or
deposit with respect to any assets which may be utilized to satisfy the
obligation of the Employer to provide the benefits specified in this Plan.
ss.4.03 Unsecured Obligation: The obligation of the Employer to provide benefits
pursuant to this Plan shall be the sole unsecured promise of the Employer with
respect to this Plan. Notwithstanding the foregoing, the Employer may establish
a trust, pursuant to a Trust Agreement, for the purpose of setting aside funds
to provide for the payment of benefits under this Plan. However, the assets of
the Trust shall at all times remain subject to the claims of the general
creditors of the Employer, and no Participant or Beneficiary shall have any
claim or right with respect to the assets held in the Trust, except to the
extent that the Participant or Beneficiary is a general creditor of the
Employer. Notwithstanding anything in this Plan (or the Trust Agreement) to the
contrary, if elected in the Joinder Agreement, upon a Change of Control, the
Employer shall fully fund its obligations under this Plan by making sufficient
contributions to the Trust, within the time limit specified in the Joinder
Agreement.
ss.4.04 Investments: To the extent that the Employer establishes a Trust, such
contributions made to the Trust shall be invested in one or more Investment
Funds as specified by the Employer in Schedule A. It shall be the investment
policy of the Employer to have Trust Assets invested in such Investment Funds so
as to provide sufficient assets to fund Employer's obligation to provide
benefits under this Plan. At the discretion of the Employer, Participants may be
entitled to request that their Accounts be adjusted (for investment gains and
losses, as if invested) in accordance with a deemed investment election of a
Participant. Deemed investment elections may be made with respect to existing
Account balances, current contributions to the Participant's Account, shall be
subject to any limitations imposed by the Committee from time to time, shall be
made by such means as the Employer and Trustee may agree, and may include use of
Trustee's interactive voice response system, known as KeyInvest(R). The Trustee
shall make such adjustments in Participants' Accounts to reflect any investment
gains or losses such Participants' Accounts would experience if funds were
actually invested pursuant to the Participant's election. Participants may make
changes in deemed investment elections at such time, and in such manner
(including through the use of KeyInvest(R)) as may be specified by the Committee
from time to time. Any deemed investment election, or changes to deemed
investment elections, shall remain in effect until further changed by the
Participant.
Article V
Benefits/Distributions
ss.5.01 Benefits: A Participant shall be entitled to receive a benefit, when
payable pursuant to the terms of this Plan, in an amount equal to the total
value of all contributions credited to his or her Account, adjusted for any
deemed investment gains or losses, multiplied by the Vested Percentage (if any),
less any amount forfeitable, as specified below. All benefit payments shall be
made by the Employer, except as may be provided for in the Trust Agreement. All
appropriate taxes, as determined by the Employer, shall be withheld from any
payment distribution, as may be required by law, and remitted to the appropriate
taxing authority by the Employer, or its agent.
ss.5.02 Vested Percentage: The Vested Percentage shall be the amount specified
in the Joinder Agreement, based on the number of Years of Service the
Participant has been credited with, at the time benefits are payable. The Vested
Percentage shall be applied only with respect to Employer Contributions credited
to the Participant's Account. Participants shall be fully vested in Account
balances attributable to Salary Reduction Contributions and Bonus Deferral
Contributions.
ss.5.03 Form of Payment: Payment of benefits under this Plan shall be made in
one (or more) of the following forms, as may be elected by the Employer in the
Joinder Agreement (or the Participant):
a) A single lump sum payment, in cash
b) Equal (sum certain) installment payments over an expected period as
elected by the Participant prior to commencement of participation.
Notwithstanding the foregoing, the actual period over which
installment payments will extend will be based on the Participant's
Account balance. Installment payments shall be payable over a period
of at least 10 years.
c) Such other form as may be elected by the Employer (and described in
the Schedules), and if applicable, as Elected by the Participant
prior to commencement of Participation.
ss.5.04 Commencement of Payment: Payment of benefits shall commence (or occur)
at the time specified by the Employer in the Joinder Agreement (and, as
appropriate, as elected by the Participant).
ss.5.05 Hardship Distributions: Prior to the time a benefit becomes payable
pursuant to ss.5.04, the Employer, if it has authorized hardship distributions
in the Joinder Agreement, in its sole discretion, may elect to distribute all or
any portion of a Participant's benefit to the Participant on account of a severe
financial hardship. For purposes of this section, a severe financial hardship
shall exist in the event the Employer determined that the Participant requires a
distribution to meet an immediate and heavy financial obligation resulting from
illness of the Participant (or a dependent), casualty loss, or other similar
extraordinary event beyond the control of the Participant, which cannot be
satisfied through other means. If the Committee authorizes a hardship
distribution to a Participant, the Participant's account in the Plan will be
debited by the amount of the distribution as well by an additional amount equal
to the amount elected in the Joinder Agreement, as a penalty to be forfeited and
returned to the Employer if the trust is revocable at the time, or if not
revocable, then the forfeited amounts shall continue to be held in trust until
full satisfaction of all of Employer's obligation under this Plan.
ss.5.05 Death Distributions: To the extent not forfeited pursuant to the terms
of this Plan, upon the death of the Participant, any benefit to which the
Participant would be entitled to (but for his or her death) shall be paid, in
any manner as authorized by the Employer in the Joinder Agreement (and if
applicable, as elected by the Participant) to the Participant's Beneficiary, or
Beneficiaries. To the extent the Participant has not designated Beneficiaries to
receive his or her benefits pursuant to this Plan, the Participant's benefits
(or the portion thereof not so payable to a Beneficiary) shall be paid to the
Participant's estate.
Article VI
Forfeiture
ss.6.01 Non-vested Amounts: Any portion of the Participant's Account which is
not vested at the time the Participant terminates employment with the Employer
shall be deemed forfeited. To the extent that the Employer has made a
contribution to a trust in connection with respect to this Plan, the amount of
any such contributions held in trust deemed forfeited pursuant to this provision
shall be returned to the Employer if the trust is revocable at the time, or if
not revocable, then the forfeited amounts shall continue to be held in trust
until full satisfaction of all of Employer's obligations under this Plan.
ss.6.02 Other Forfeitures: If elected in the Joinder Agreement, a Participant's
benefits (without regard to the Vested Percentage) may be forfeited on the terms
and conditions established by the Employer on Schedule F.
Article VII
Administrative Provisions
ss.7.01 Committee: The Committee, as designated by the Employer in the Joinder
Agreement, shall be the administrator of the Plan, charged with responsibility
for the day to day operations of the Plan, to interpret its provisions,
implement operational policies and shall have such other authority as may be
delegated to them by the Employer. To the extent that the Employer does not name
a Committee in the Joinder Agreement, the Employer shall be the administrator,
and shall designate such persons from time to time, as may be required to
administer the Plan. The Committee may delegate any of its powers, authorities
or responsibilities for the administration of the Plan to any other person or
committee so designated by it in writing. The Committee may employ such agents
as may be necessary for the effective operation of the Plan, including but not
limited to attorneys, accountants, service providers, and other agents. No
member of the Committee shall be personally liable to any person for any action
taken or omitted in connection with the interpretation of the Plan, or its
operation, unless attributable to that person's own willful misconduct, gross
negligence, or lack of good faith. Members of the Committee shall not
participate in any action with respect to benefits they may receive as
Participants in this Plan.
ss.7.02 Procedures: The Committee may establish such procedures as are
reasonably necessary for the implementation and operation of this Plan. To the
extent that such procedures are not
directly in conflict with the terms of the Plan, they shall be binding in all
respects on the Participants.
ss.7.03 Costs of Administration: The Employer shall pay all costs of
administering this Plan. To the extent that such costs are not paid in a
reasonably timely manner, they shall be considered a charge against any Trust
established in connection with the establishment of this Plan.
Article VIII
Miscellaneous
ss.8.01 Amendment or Termination: The Employer reserves the right to amend or
terminate this Plan at any time, in any respect, retroactively or prospectively,
by written instrument adopted by the Board. No amendment or termination of the
Plan shall reduce, diminish, or otherwise alter the right of a Participant or
Beneficiary to benefits to which he or she was entitled, had the Participant
terminated employment with the Employer on the day before the effective date of
the amendment or termination.
ss.8.02 Spendthrift Provisions: Participants and Beneficiaries shall have no
right of anticipation of any benefits hereunder, and may not sell, transfer,
assign, pledge, attach, or otherwise alienate any benefits payable hereunder.
Any such attempt at alienation shall be void, and not obligate the Employer,
Committee, Trustee, their agents or designees, except to the extent provided for
in this Plan.
ss.8.03 Non-contractual Plan: Nothing contained in this Plan shall be construed
as a commitment or agreement on the part of the Employer to continue the
employment of any person employed by the Employer; to continue employment of any
person at any rate of pay or salary; or diminish the right of the Employer to
discharge any Employee. The provisions of this Plan shall not operate as a
guarantee that sufficient assets will exist for the Employer to pay any benefits
pursuant to this Plan. Participants shall be general creditors of the Employer
with respect to benefits payable hereunder.
ss.8.04 Severability: To the extent that any provision of this Plan is deemed to
be unenforceable, or would in any way cause this Plan to be subject to Parts 2,
3 or 4 of Title I of the Employee Retirement Income Security Act of 1974, as
amended, it shall be deemed severed from this Plan, of no further force or
effect, and shall not affect any other provision of this Plan which shall
continue without the offending provision.
ss.8.05 Governing Law: The provisions of this Plan shall be governed by the laws
of the state in which the Employer has its principle place of business.
ss.8.06 Corporate Successors: This Plan shall not automatically be terminated
upon the sale, transfer, merger, or other conveyance of the Employer to, or
with, another entity, but shall survive unless amended or terminated pursuant to
the provisions of this Plan.
PRISM Exec(R)
Model Non-Qualified Deferred Compensation Plan
Part C
Schedules
Schedule A
Investment Fund Designation
Coachmen Industries, Inc. (the Employer), implementing the Coachmen
Industries, Inc. Supplemental Deferred Compensation Plan (the "Plan"), hereby
designates the following Investment Funds from among the investment fund options
available for use with the PRISM Exec(R) Model Non-Qualified Deferred
Compensation Plan, available for the investment of Plan assets held for
Participant's benefit:
(a) The Victory Financial Reserves Fund
-----------------------------------
(b) The Victory Balanced
--------------------
(c) The Victory Value Fund
----------------------
(d) The Victory Growth Fund
-----------------------
(e) The Victory Stock Index Fund
----------------------------
(f) The Victory NASDAQ 100 Index Fund
---------------------------------
(g) Janus Adviser International Growth Fund
---------------------------------------
(h) Janus Enterprise Fund
---------------------
(i) Janus Worldwide Fund
--------------------
(j) Janus Balanced Fund
-------------------
(k) Janus Twenty Fund
-----------------
(l) INVESCO Dynamics Fund
---------------------
(m) INVESCO Technology II Fund
--------------------------
(n) MAS Mid Cap Growth Advisor Fund
-------------------------------
(o) ▇▇▇▇▇▇ Small Company Growth Fund
--------------------------------
(p) Franklin Small Cap Growth Fund
------------------------------
(q) PIMCO Long Term U.S. Government Administrative Fund
---------------------------------------------------
(r) PIMCO Total Return Administrative Fund
--------------------------------------
(s) The American Funds Group: Intermediate Bond Fund of America
-----------------------------------------------------------
(t) The American Funds Group: High Income Fund
------------------------------------------
(u) The American Funds Group: Fundamental Investors Fund
----------------------------------------------------
(v) The American Funds Group: Growth Fund of America
------------------------------------------------
(w) AIM Blue Chip Fund
------------------
(x) Dreyfus Mid Cap Value Fund
--------------------------
(y) Dreyfus Premier Mid Cap Stock Fund
----------------------------------
/x/ In addition, if selected, an Employer Stock Fund will also be available.
In making the selection of Investment Funds, the Employer hereby confirms and
acknowledges that:
o The Employer has had made available to it copies of the prospectuses
(to the extent required under applicable federal securities law and
regulation) for each investment fund available for selection by
adopting employers of the PRISM Exec(R) Model Non-Qualified Deferred
Compensation Plan, and has received copies of each such prospectus for
the Investment Funds selected;
o The Employer acknowledges that the Trustee of the Plan may receive
certain fees for services provided to, or on behalf of an Investment
Fund, or the sponsors or distributors thereof, pursuant to plans of
distribution adopted by the fund under the provisions of Rule 12b-1 of
the Investment Company Act of 1940, and further acknowledges that (i)
such fee, if paid, is appropriate for services rendered to the fund,
and when aggregated with other fees for service payable to the Trustee
constitutes reasonable compensation for the Trustee's services to the
Plan;
o The Employer further acknowledges that it has selected the Investment
Funds on its determination, and that it has not relied on any
representations or recommendations from the Trustee or any of its
employees in selecting the Investment Funds.
The Trustee agrees to follow the Employer's direction with respect to offering
the Investment Funds available for the investment of Plan assets.
In Witness Whereof, the Employer, by its duly authorized
representative, has executed this document in connection with adoption of the
Plan utilizing the PRISM Exec(R) Model Non-Qualified Deferred Compensation Plan
services, as provided by the Trustee.
Employer: Coachmen Industries, Inc.
By:
------------------------------------------------
Title:
---------------------------------------------
Schedule B
Eligible Employees
The following is a description of the Employees eligible to be selected as
Participants pursuant to the terms of the Plan:
Such Employees as the Board may from time to time select as eligible to
participate. The Board may group such Participants into "Employee Groups" as the
Board deems appropriate for purposes of the Plan. Those Participants in each
"Employee Group" shall be designated in an exhibit to this document.
Schedule C
Basic Contribution Allocation
The following is the method of allocation of Employer Basic Contributions among
the accounts of Participants in the Plan:
The method of allocation of the Basic Allocation shall be determined each year
by the Board. There shall be no requirement that a Basic Contribution be made
each year. There is no requirement that Employer Basic Contributions be made, or
if made, that it be made in the same amount or for any or all Participants in
the Plan.
Schedule D
Employer Special Contributions
The following describes the nature, eligible Participants, and other pertinent
information concerning any authorized Employer Special Contributions
The method of allocation of any Employer Special Allocation shall be at the
discretion of the Board for each year that an Employer Special Allocation is
made. There is no requirement that any Employer Special Allocation be made, or
if made, that it be made in the same amount or for any or all Participants in
the Plan.
Schedule E
Vesting Provisions
The following describes the contributions subject to vesting pursuant to the
terms of the Plan, and the vesting schedule that is to be used for such
contributions:
A Participant's Account balances will become fully vested, provided no
forfeiture event as described as outlined in Schedule F has occurred, upon the
occurrence of any of the following:
1. Upon change of control as described in Schedule H.
2. Upon completion of the vesting schedule set forth in Part A. Section B.(6)
of the Joinder Agreement.
3. Upon reaching the Normal Retirement Age and termination of employment.
4. Upon becoming disabled as defined by the Sponsor.
5. Upon death prior to the commencement of payment of benefits.
Schedule F
Forfeiture Provisions
The following describes the conditions under which a Participant may forfeit
all, or any portion of the benefits provided under the terms of the Plan, and
includes the contribution type to which the provision applies:
1. Termination of employment prior to completing the Vesting Schedule
requirements of Part A. Section B.(6) of the Joinder Agreement or prior to a
Change of Control (as defined in Schedule H hereafter) shall result in a
forfeiture of non-vested Employer Basic, Employer Special, or Employer Matching
Contributions to the Plan Sponsor.
2. A Participant's Employer Basic, Employer Special, or Employer Matching
Contributions Account balances shall be forfeited in their entirety upon the
occurrence of a Triggering Event related to the Participant. A "Triggering
Event" occurs if a Participant, without the express written consent of the
Employer and within six (6) months of termination of employment with the
Employer or its affiliates, if any, works in any capacity for or on behalf of
any direct competitor of the Employer or of any of its affiliates and during
such time violates his or her Business Protection Agreement with the Employer or
its affiliates, including the post termination of employment restrictions on
competition with the Employer, solicitation of the Employer's employees, or
solicitation of the Employer's or its affiliate's vendors or customers
(regardless of the enforceability of any such restrictions. This provision is
expressly waived in the event that a "Change of Control" as defined in Schedule
H has occurred.
Schedule G
Investment Direction
The following describes the restrictions placed on the ability of Participants
to make an election to deem their Accounts invested, including the type of
contributions so restricted:
A. A Participant may request a re-allocation of the investments on a quarterly
basis for all Investment Funds except for the Matched Common Stock portion of
the Employer Matching Contributions.
B. A Participant shall be restricted in requesting a re-allocation of the
Employer Matching Contributions Account balance attributable to the
contributions of Employer common stock (hereafter referred to as "Matched
Stock") in the following manner:
1. No re-allocation of Matched Stock may occur until the Participant has
attained age fifty-five (55) years.
2. Beginning with the calendar year in which the Participant attains age
fifty-five (55) years, or in any calendar year thereafter until the
Participant attains age sixty-five (65) years, a Participant may re-allocate
up to twenty percent (20%) of his or her Matched Stock balance among the
other Investment Funds available in the Plan.
3. There shall be no restrictions on re-allocation of the Matched Stock balance
upon the earlier occurrence of (1) the date the Participant turns sixty-five
(65) years of age,
(2) the Participant's death, or (3) upon a "Change of Control" as defined
in Schedule H.
C. A Participant who elects to receive his or her Matched Stock Account balance
by an In-Kind Distribution may not sell or transfer such shares until the
Participant has attained age fifty-five (55) years.
D. In no event may a Participant in the Plan be eligible to exercise any voting
rights on Employer stock that is in the Plan, whether in the Matched Stock
portion or any other portion of the assets.
Schedule H
Change of Control
Change of Control shall be defined, for purposes of the Plan and Trust, as
follows:
"Change in Control" of the Employer (Coachmen Industries, Inc.) shall mean the
occurrence of any of the following:
(i) any "person" (as that term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, but excluding the Employer, its
affiliates, and any qualified or non-qualified plan maintained by the
Company or its affiliates) becomes the "beneficial owner" (as defined in
Rule 13d-3 promulgated such Act), directly or indirectly, of securities of
the Employer representing more than 20% of the combined voting power of the
Employer's then outstanding securities;
(ii) during a period of 24 months, a majority of the Board of Directors of the
Employer ceases to consist of the existing membership or successors
nominated by the existing membership or their similar successors;
(iii) shareholder approval of a merger or consolidation of the Employer with any
other corporation, other than a merger or consolidation which would result
in the voting securities of the Employer outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than
sixty percent (60%) of the combined voting power of the voting securities
of the Employer or such surviving entity outstanding immediately after such
merger or consolidation; or
(iv) shareholder approval of either (A) a complete liquidation or dissolution of
the Employer or (B) a sale or other disposition of all or substantially all
of the assets of the Employer, or a transaction having a similar effect.
Schedule I
Timing and Manner of Payment of Account Balances, Miscellaneous
Matters Related to the Plan
The Joinder Agreement, the Basic Plan Provisions, Schedules A through H to the
Joinder Agreement, and the Trust Agreement, except as modified herein, shall
control the operation of the Plan. The following provisions, notwithstanding
anything to the contrary in the above Plan documents, shall govern the
distribution timing, manner of distribution, potential Employee an Employer
Contributions to the Plan and operation of the Plan as outlined below:
1. Upon termination of employment with the Company or its affiliates, if any,
the Participant may receive his or her Employee Deferral Account balances
as soon as practicable in conformity with the Company's payroll practices.
2. Six months after termination of employment with the Company or any of its
affiliates, if any, the Participant may receive his or her Matching
Account, Employer Basic or Employer Special Contributions balance that has
not been forfeited pursuant to the provisions of Schedule F hereto.
3. If there occurs a "Change of Control" as defined in Schedule H, the Company
shall direct the Trustee to remit any amounts necessary to pay any taxes
that may be due for such distribution to the Participant within the time
period described in the Joinder Agreement. After remittance of the tax
reimbursement to the Company, the Trustee shall remit the balance of the
remaining account balances maintained on behalf of the Participant directly
to the Participant. The Trustee shall not be responsible for the
preparation of any tax reporting materials, nor the remittance of any such
taxes, to any tax authorities. Such responsibilities shall be exclusively
the responsibility of the Employer. This provision shall ONLY be applicable
if a "Change of Control" has occurred. All other distributions of
Participant balances shall be completed pursuant to Article 2(a) of the
Trust Agreement.
4. If there occurs a "Change of Control" as defined in Schedule H, in addition
to other requirements of the Plan, the Company's Board of Directors may
take any additional actions deemed reasonably necessary or desirable to
accomplish the stated purposes of this Plan, and the Committee may cause
the contribution by the Company of an amount equal to up to three (3) years
of additional Participant Contributions for select Employee Group "A" as
determined by the Plan Sponsor, along with the Matching Contributions to
the Plan that would have been paid on such Participant Contributions, as if
the Participants in Employee Group "A" had contributed the maximum fifteen
percent (15%) of base salary and Bonus or Incentive Compensation each year.
5. Employer Stock contributed to the Plan as a Employer Matching Contributions
("Matched Stock") shall be valued initially as the closing price on the
Employer's common stock as provided on the New York Stock Exchange
Composite Transactions Tape for the first trading day immediately preceding
the contribution, as reported in the Wall Street Journal, Midwest Edition.
6. Nothing herein shall prevent the maintenance in the Participants Accounts
of fractional shares.
7. All dividends payable on Employer's common stock shall be reinvested in
additional shares of common stock of Coachmen Industries, Inc. Such
additional shares purchased with the dividends attributable to shares held
in the Matched Stock Fund will become a portion of the Matched Stock Fund.
Such shares purchased with dividends attributable to non-Matched Stock Fund
investments will become a part of the Employer stock held in the Employee
Deferral, Employer Basic, Employer Special or non-Matched Stock Fund
portion of the Employer Matching Contributions Accounts.
8. The Employer shall exercise any voting rights attributable to Employer
common stock held in the Plan and shall direct the Trustee in the voting of
such shares.
Exhibit "A" to Schedule B of the Joinder Agreement
Employees designated to be in the Plan as Group "A" Participants shall be
administered within the following parameters:
1. Group A Participants are eligible to participate in the Plan effective:
01/01/01.
2. Participants may defer no more than 15% of base salary and Incentive or
Bonus Compensation into this Plan, but such Participants are not required
to first contribute to the qualified plan to be eligible to defer in this
Plan. Additionally, if the Participants in the Plan do elect to participate
in both this Plan and the qualified Plan, they may not defer more than 20%
of their Compensation aggregated between this Plan and the qualified Plan.
3. Until modified by the Committee or the Board, Participants in this Group
shall receive the Employer Matching Contribution in the form of 50% cash
and the remaining 50% in Employer common stock.
4. Vesting for purposes of Employer Contributions to the Plan shall be based
upon a five (5) Year "cliff" vesting schedule as defined in the Joinder
Agreement.
5. Normal Retirement for Group "A" Participants shall be upon attainment of
age 65.
6. The initial Employees to be included in Group "A" are as follows:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Exhibit "B" to Schedule B of the Joinder Agreement
Employees designated to be in the Plan as Group "B" Participants shall be
administered within the following parameters:
1. Participants in Group "B" are eligible to Participate effective: 01/01/01.
2. Participants may defer no more than 15% of base salary and Bonus
Compensation into this Plan provided that the combined contributions
between the Plan and the Coachmen Industries, Inc. 401(k) Retirement Plan
may not exceed 20% of the Participant' Compensation.
3. Participants in Group "B" shall vest in Employer Contributions to the Plan
on the 5 Year graded vesting schedule provided in the Joinder Agreement.
4. The initial Employees to be included in Group "B" are as follows:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
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Lawton E. Tinley, III
▇▇▇▇ ▇. ▇▇▇▇▇▇
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