onecle

Business Contracts

Consumer Forms

Projects

Friends

Loading

printer-friendly

Sample Business Contracts

Popular Free Forms

Sponsored Links

                             KOSS ELECTRONICS, INC.
                     SPECIAL MEETING OF BOARD OF DIRECTORS
                                  JULY 1, 1968

      A special meeting of the Board of Directors of KOSS ELECTRONICS, INC. was
held at the office of the Company at Milwaukee, Wisconsin, on the lst day of
July, 1968.

      A notice of the meeting had been mailed to all Directors on June 28, 1968,
a copy of which notice is attached to these minutes, and all directors except
Curtis Wemple and Marion Evans were present at the meeting

      John C. Koss, the President, called the meeting to order and presided.
John D. Cahill, the Secretary, recorded the minutes.

      The President stated that the purpose of this meeting was to consider the
adoption of a program and plan for the payment of medical and dental expenses
incurred by the President and the various Vice Presidents of the company.  It
was the consensus of the meeting that such a program would be economically
feasible and would benefit the company by way of increased employee morale and
efficiency.

      After discussion as to the relative merits of various types of plans, and
after presentation by the attorneys for the company of a written proposed plan,
the following resolution was unanimously adopted:

      WHEREAS, KOSS ELECTRONICS, INC. desires to pay the medical and dental
      expenses of the company's President and various Vice Presidents and their
      families, subject to certain limitations set forth hereinafter, and

      WHEREAS, notice of this plan shall be given to the said employees of the
      company;

      NOW, THEREFORE, BE IT RESOLVED, that the company shall pay the medical
      and dental expenses of the company's President and the various Vice
      Presidents and their families pursuant to the following plan:

                          "MEDICAL REIMBURSEMENT PLAN"

      1.   The Plan, as herein set forth, shall become effective on the date of
      this meeting, July 1, 1968.

      2.   The Company will reimburse at least quarterly the President and any
      Vice President, who is employed by the Company on a full-time basis, for
      all expenses incurred by such President or Vice President for the medical
      and dental care (as defined in Section 213(e) of the Internal Revenue Code
      of 1954 or as hereafter amended) of such President or Vice President, his
      spouse and his dependents (as 

<PAGE>   2

      defined in Section 152 of the Internal Revenue Code of 1954 or as
      hereafter amended).  The President or a Vice President shall be considered
      as employed on a full-time basis for the purposes of this Plan if he
      customarily works at least seven (7) months in each year and twenty (20)
      hours in each week.  Expenses for medical and dental care as so defined in
      Section 213(e) shall include all amounts paid for hospital bills, doctor
      and dental bills, drums and premiums on health or accident insurance,
      including hospitalization, surgical, and medical insurance. Dependents as
      so defined in Section 152, includes any member of such officer's family
      over one-half of whose support is furnished by such officer.

      3.   The Company may, in its discretion, pay directly any or all of the
      above defined expenses in lieu of making, reimbursement therefor.  In
      such event, the Company shall be relieved of all further responsibility
      with respect to that particular medical expense.

      4.   The reimbursement to, or the payment on behalf of, any one of the
      covered employees, including his spouse and his dependents, shall be
      limited in any calendar year to ten (10%) per cent of that covered
      employee's salary for that calendar year.

      5.   Any covered employee applying for reimbursement under this plan shall
      submit to the Company, at least quarterly, all hospitalization, dental or
      other medical bills, including premium notices for accident or health
      insurance for verification by the Company prior to payment.  A failure to
      comply herewith may, at the discretion of the Company, terminate such
      covered employee's right to said reimbursement.

      6.   Reimbursement or payment provided under this plan shall be made by
      the Company only in the event and to the extent that such reimbursement is
      not provided for under any insurance policy or policies, whether owned by
      the company or the covered employee, or under any other health and
      accident or wage continuation plan.  In the event that there is such a
      policy in effect, providing for reimbursement or payment in whole or in
      part, then to the extent of the coverage under such policy or plan, the
      Company shall be relieved of any and all liability thereunder.

      7.   It is the intention of the Company that benefits payable under this
      Plan shall be eligible for exclusion from the gross income of the
      officers covered by this plan, as provided by Section 105 of the Internal
      Revenue Code of 1954, or as hereafter amended.

      8.   Any person hereafter becoming the President or a Vice President of
      this Company employed on a full-time basis, shall be eligible for the
      benefits provided under this plan.

      9.   A copy of this plan shall be given to the present President and any
      future President and the present Vice Presidents and any future Vice
      Presidents of this Company, who are employed on a full-time basis.

<PAGE>   3


      10.   This plan shall be subject to termination at any time hereafter by
      affirmative vote of the Board of Directors of the Company; provided,
      however, that such termination shall not affect any right to claim
      reimbursement for medical expenses under the provisions of this plan
      arising prior to said termination.

      BE IT FURTHER RESOLVED, that the proper officers of the corporation be,
      and they hereby are, authorized, empowered, and directed to do and
      perform any and all acts and deeds necessary to carry out such plan, and,

      BE IT FURTHER RESOLVED, that the officers of the corporation be, and they
      hereby are, directed to conform to the requirements of Section 105 of the
      Internal Revenue Code of 1954 or as hereafter amended.

      There being no further business, the meeting was duly adjourned.


                                          ____________________________________
                                          John D. Cahill, Secretary


APPROVED BY DIRECTORS:


______________________________            _____________________________________
John C. Koss                              John D. Cahill

______________________________            _____________________________________
Martin Lange, Jr.                         Earl L. Koss

______________________________            _____________________________________
Curtis B. Wemple                          Allen R. Korbel

______________________________
Marion Evans

Sponsored Links