Ricky Schmidt and Suzetta J. Schmidt - Page 5

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               repaid by the officer or employee to the Corporation                   
               within Twenty-four (24) months of the final                            
               determination by the Internal Revenue Service with                     
               interest at Three (3%) below the New York Prime Rate on                
               the date of final determination.                                       
               A similar repayment obligation was set forth in a resolution           
          adopted by the board of directors of Hillside Dairy at the                  
          directors’ first meeting, held on January 10, 1993.  At that                
          meeting, the directors also adopted the following resolution:               
                    RESOLVED that the corporation [sic] officers and                  
               employees shall be required to live at the worksite of                 
               the corporation to ensure security for the corporation                 
               property and operations.  The officers and employees                   
               shall be required to live on the worksite to supervise                 
               the care and feeding of the livestock of the                           
               corporation.  The corporation shall supply said                        
               officers and employees all of their food and lodging                   
               while living at said worksite.  That all officers and                  
               employees shall be considered on duty when at the                      
               worksite and therefore entitled to such benefits.                      
               In addition, at their first meeting, the directors adopted a           
          medical reimbursement plan covering all “employees and officers             
          executing management responsibilities” and their spouses and                
          dependents.  The medical reimbursement plan provides for the                
          payment of all medical expenses “deductible on Form 1040”,                  
          including expenses for drugs, doctor, hospital, and eyeglasses,             
          to the extent not compensated by insurance or otherwise.  Under             
          the plan, each participant is entitled to a maximum reimbursement           
          of $10,000 per year.  Hillside Dairy also paid the premiums on a            
          health insurance policy covering the Schmidts and their children.           








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