Capital Accumulation Plan. Company and Executive agrees that [Section 5(g)(iii)] of the Company’s Capital Accumulation Plan (“CAP”) applies as of the Separation Date or earlier termination date.

Working Capital Funding. On or before that date which is ninety (90) days after the Closing, the Purchaser shall cause the shareholders of the Purchaser to contribute an additional One Million and 00/100 Dollars ($1,000,000) to the Purchaser to fund working capital and to ensure that the Assumed Liabilities will be satisfied by Purchaser when due on a timely basis.

Additional Capital Balance. The Additional Capital Contributions, if any, of the General Partner, as reduced from time to time by all cash distributions to such General Partner which, pursuant to the terms of this Agreement, are in reduction of the General Partner’s Additional Capital Balance, and as increased from time to time by any contributions of the General Partner which are Additional Capital Contributions.

Additional Capital Contributions. Any additional cash contributions of the General Partner to the capital of the Partnership pursuant to Section 3.5 hereof.

Initial Capital Contribution. The Contribution made by each Partner pursuant to its Capital Commitment.

General Partner’s Capital. The combined total Capital Balance and Additional Capital Balance of the General Partner.

Limited Partners’ Capital. The total of the Capital Balance of all Limited Partners.

Withdrawal of Capital. Prior to the dissolution and liquidation of the Partnership, no Partner shall have the right, during the term of the Partnership, to require the return of all or any portion of his Initial Capital Contribution, except that distributions made in accordance with Article VIII may represent in whole or in part a return of capital. Upon any return of partnership capital this Agreement shall be amended as provided by the Law.

Excess Capital Contribution. In the event that the cost to change and convert the business premises of the Business, including both cash and the fair market value of any property contributed in kind, reasonable reserves and organizational costs hereof do not equal or exceed Four Million Dollars ($4,000,000.00), any excess shall be returned to the Limited Partners, pro-rata, as a partial refund of their Initial Capital Contribution. Upon any return of partnership capital, this Agreement shall be amended as required by Law.

The aggregate number of shares available for options under this Plan, the shares subject to any option, and the option price provided for in the option agreements then outstanding shall be proportionately adjusted to reflect any change in the number or kind of shares of stock resulting from: # a subdivision or consolidation of shares or any other capital adjustment, # the payment of a dividend, # an increase or decrease in the number of shares of issued stock effected without receipt of consideration by the Company (other than contributions of stock by the Company to any employee benefit plan), or # any transaction or occurrence which, in the judgment of the Committee, has a similar effect on the stock. Such an adjustment shall be made in any manner deemed by the Committee to equitably prevent the substantial dissolution or enlargement of the rights granted to, or available for, optionees under the Plan. In the event of a dissolution or liquidation of the Company or a merger, consolidation, sale of all or substantially all of its assets, or other corporate reorganization in which the Company is not the surviving corporation (other than a mere redomestication or similar transaction in which the operations and control are not materially affected), notwithstanding the terms and conditions otherwise set forth in the Plan, all options previously granted and still outstanding shall become exercisable.