Stock Ownership Guidelines Executive will comply with all stock ownership and stock retention guidelines or policies established by the Board and the Committee, as in effect from time to time.
Stock Ownership Attached hereto as Schedule 8 is a true and correct list of all the duly authorized, issued and outstanding stock of each Subsidiary and the record and beneficial owners of such stock. Also set forth on Schedule 8 is each equity Investment of the Borrower and each Subsidiary that represents 50% or less of the equity of the entity in which such investment was made.
Privileges of Stock Ownership Optionee shall have no rights as a shareholder with respect to the Bancorp’s stock subject to this option until the date of issuance of stock certificates to Optionee. Except as provided in the Plan, no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificates are issued.
ESOP As soon as practicable and in no event later than five (5) Business Days before Closing, 3rd Fed Bank shall adopt an amendment to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing that, upon the Closing and subject to the consummation of the Merger, (i) the ESOP shall be terminated as of the Closing Date, (ii) no new participants shall be admitted to the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) to the extent feasible, but in no case prior to the Determination Date, the Trustee of the ESOP shall sell prior to the Effective Time a number of shares of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization schedule.
Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).
