UNIVERSITY ENTERPRISES, INC.

403(b) SALARY REDUCTION AGREEMENT

By this agreement made between (employee) and University Enterprises, Inc.(employer), the parties hereto agree as follows:

The employee agrees to hold harmless and indemnify University Enterprises, Inc., its officers and employees, from every claim and demand for penalties and/or interest, by reason of a challenge to the tax-qualified status of the tax sheltered annuity or the mutual fund custodial account purchased by University Enterprises, Inc. from the company the employee selects or by reason of a challenge to the maximum exclusion allowance under the provisions of the United States Internal Revenue Code Section 403(b) of the Internal Revenue Code of 1986, as amended, and the California Revenue and Taxation Code, Section 17512.

University Enterprises, Inc. assumes no responsibility for any investment loss, nor claim for any gain.

Effective with respect to amount earned on or after the day of , 20, (which date is subsequent to the execution of this agreement), the employer shall reduce the employee’s present salary by the amount set forth below. The employer shall remit this amount to the company for the purchase of a non-forfeitable tax sheltered annuity or a mutual fund custodial account contract to provide retirement benefits to said employee.

This agreement shall be legally binding and irrevocable as to both the parties hereto while eligible employment continues; provided, however, that either party may change or terminate this agreement as of the end of any pay period, so that it will not apply to salary subsequently earned, by giving at least thirty (30) days written notice of the date of said changes or termination; and provided, further, that no more than one change to the agreement may be made within any taxable year.

That the employer shall not be obligated to pay any amount to said company in excess of the authorized employee salary reduction amount.

There are 24 pay periods per calendar year. The number of salary reduction agreements is limited to one agreement, but may include two companies. The amount of the salary reduction shall be paid in the following manner:

1)  Full name of company: each pay period

2)  Full name of company: each pay period

New Agreement Change to existing agreement Cancel existing Agreement

This agreement shall remain in force for the duration of eligible employment except as changed or terminated within the allowable provision of this agreement.

In witness whereof, the parties have hereunto executed this agreement this day of , 20.

Employee Signature Social Security Number/ UEI ID number (both required)

Witness: Approved:

University Enterprises, Inc. Director, Human Resources

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