Common use of Distributions to Beneficiaries Clause in Contracts

Distributions to Beneficiaries. Section 7.1 All Trust Property shall be distributed by the Trustee to the Beneficiaries, as beneficiaries under the Trust solely in accordance with Section 7.2, on one or more distribution dates as determined by the Trustee. Section 7.2 The Trustee shall not be obligated to make any distributions of Trust Property prior to July 5, 1999. As promptly as practicable following the acquisition by the Trust of the Additional HomeFed Stock under the Purchase Agreement, the Trust shall distribute the HomeFed Stock Interest (and any other shares of HomeFed Stock that may then be Trust Property) and any cash then held as Trust Property to the Beneficiaries; provided, however, that the distribution of such shares of HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. In the event that the shares of Additional HomeFed Stock are not purchased by July 31, 1999 and the Purchase Agreement is then terminated, the Trustee as promptly as practicable shall distribute to the Beneficiaries the Trust Property then owned by the Trust; provided, however, that the distribution of shares of the Owned HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. No certificates representing fractional shares of HomeFed Stock will be distributed by the Trustee to the Beneficiaries. In lieu of any fractional shares of HomeFed Stock, (the "Fractional Shares"), the Trustee shall, on behalf of all holders of such Fractional Shares, (i) determine the number of shares of HomeFed Stock that would otherwise have been distributed as Fractional Shares, (ii) sell such shares at the then prevailing market price, and (iii) determine the portion, if any, of the net proceeds of such sale to which each holder of a Fractional Share interest is entitled, by multiplying the amount of the aggregate net proceeds of the sale of the Factional Shares, by a fraction, the numerator of which is the amount of the Fractional Share to which such holder of a Fractional Share is entitled, and the denominator of which is the aggregate amount of Fractional Shares to which all holders of Fractional Shares are entitled. As soon as practicable after the determination of the amount of cash, if any, to be paid to holders of Fractional Shares in lieu of such Fractional Shares, the Trustee shall distribute such amounts, without interest, to such holders. Any cash received on distribution in respect of, or proceeds from the sale of, the HomeFed Stock Interest (or any other shares of HomeFed Stock that may then be Trust Property) shall be distributed by the Trustee as promptly as practicable.

Distributions to Beneficiaries. Section 7.1 All Trust Property Following the death of the Participant, the balance of the Participant’s Custodial Account shall be distributed by the Trustee to the Beneficiaries, as beneficiaries under the Trust solely in accordance with Section 7.2, on one Participant’s designated beneficiary or more distribution dates as determined by the Trustee. Section 7.2 The Trustee shall not be obligated to make any distributions of Trust Property prior to July 5, 1999. As promptly as practicable following the acquisition by the Trust of the Additional HomeFed Stock under the Purchase Agreement, the Trust shall distribute the HomeFed Stock Interest (and any other shares of HomeFed Stock that may then be Trust Property) and any cash then held as Trust Property to the Beneficiaries; provided, however, that the distribution of such shares of HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. In the event that the shares of Additional HomeFed Stock are not purchased by July 31, 1999 and the Purchase Agreement is then terminated, the Trustee as promptly as practicable shall distribute to the Beneficiaries the Trust Property then owned by the Trust; provided, however, that the distribution of shares of the Owned HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. No certificates representing fractional shares of HomeFed Stock will be distributed by the Trustee to the Beneficiaries. In lieu of any fractional shares of HomeFed Stock, (the "Fractional Shares"), the Trustee shall, on behalf of all holders of such Fractional Shares, (i) determine the number of shares of HomeFed Stock that would otherwise have been distributed as Fractional Shares, (ii) sell such shares at the then prevailing market price, and (iii) determine the portionbeneficiaries, if any, in accordance with the provisions of Article V of the net proceeds Plan and in accordance with the Custodian’s administrative or operational requirements and regular business practices. A Participant may designate a beneficiary or beneficiaries of the Custodial Account at any time, and any such sale to which each holder of a Fractional Share interest is entitleddesignation may be changed or revoked at any time, by multiplying written designation signed by the amount Participant in a form and manner prescribed by or acceptable to, and filed with, the Custodian. Such designation, change, or revocation shall be effective only upon receipt by the Custodian and only if such receipt shall be during the Participant’s lifetime. The latest such designation, change, or revocation shall control. If there is no beneficiary designation on file with the Custodian, or if the designated beneficiary has not survived the Participant, the Custodian shall distribute the Custodial Account to the survivors of the aggregate net proceeds Participant in the following order of the sale of the Factional Sharespreference: (i) The Participant’s surviving spouse, by a fraction, the numerator of which is the amount of the Fractional Share to which such holder of a Fractional Share is entitled, and the denominator of which is the aggregate amount of Fractional Shares to which all holders of Fractional Shares are entitled. As soon as practicable after the determination of the amount of cashif any. (ii) The Participant’s children, if any, in equal shares per stirpes. (iii) The Participant’s estate. If the Participant designates more than one primary or contingent beneficiary but does not specify the percentages to which such beneficiary or beneficiaries are entitled, payment will be made to the surviving beneficiary or beneficiaries in equal shares. Unless otherwise designated by the Participant in a form and manner acceptable to the Custodian, if a primary or contingent beneficiary designated by the Participant predeceases the Participant, the Account will be divided equally among the surviving beneficiary or beneficiaries. Unless otherwise designated by the Participant in a form and manner acceptable to the Custodian, if there is no primary beneficiary or beneficiaries living at the time of the Participant’s death, payment of the Participant’s Account upon his or her death will be made to the surviving contingent beneficiary or beneficiaries designated by the Participant. Unless otherwise specified in the Participant’s Designation of beneficiary, if a beneficiary does not predecease the Participant but dies before receiving his or her entire interest in the Custodial Account, his or her remaining interest in the Custodial Account shall be paid to holders the beneficiary or beneficiaries designated by the deceased beneficiary. If there is no beneficiary designation of Fractional Shares in lieu of such Fractional Sharesthe deceased beneficiary on file with the Custodian, the Trustee Custodian shall distribute such amountsthe Custodial Account to the survivors of the deceased beneficiary in the following order of preference: (i) The deceased beneficiary’s surviving spouse, without interestif any. (ii) The deceased beneficiary’s children, if any, in equal shares per stirpes. (iii) The deceased beneficiary’s estate. If the Custodian is unable to such holders. Any cash received on make a distribution in respect ofto a Participant, a beneficiary, or proceeds from other distributee because the sale ofCustodian cannot ascertain such distributee’s whereabouts by writing to the last known mailing address shown on the Custodian’s records, if any, the HomeFed Stock Interest (Custodian may hold the proceeds in a noninterest- bearing account until such funds escheat by operation of law. The beneficiary or any other shares beneficiaries are responsible to ensure that distributions are made in accordance with Article V of HomeFed Stock that may then be Trust Property) shall be distributed by the Trustee as promptly as practicablePlan.

Distributions to Beneficiaries. Section 7.1 All Trust Property Following the death of the Participant, the balance of the Participant’s Custodial Account shall be distributed by the Trustee to the Participant’s designated Beneficiary or Beneficiaries, as beneficiaries under the Trust solely in accordance with Section 7.2, on one or more distribution dates as determined by the Trustee. Section 7.2 The Trustee shall not be obligated to make any distributions of Trust Property prior to July 5, 1999. As promptly as practicable following the acquisition by the Trust of the Additional HomeFed Stock under the Purchase Agreement, the Trust shall distribute the HomeFed Stock Interest (and any other shares of HomeFed Stock that may then be Trust Property) and any cash then held as Trust Property to the Beneficiaries; provided, however, that the distribution of such shares of HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. In the event that the shares of Additional HomeFed Stock are not purchased by July 31, 1999 and the Purchase Agreement is then terminated, the Trustee as promptly as practicable shall distribute to the Beneficiaries the Trust Property then owned by the Trust; provided, however, that the distribution of shares of the Owned HomeFed Stock from the Trust to the Beneficiaries shall be pursuant to an effective registration statement under the Securities Act, unless the Trustee shall have received an opinion of counsel to the effect that no such registration statement is required for such distribution. No certificates representing fractional shares of HomeFed Stock will be distributed by the Trustee to the Beneficiaries. In lieu of any fractional shares of HomeFed Stock, (the "Fractional Shares"), the Trustee shall, on behalf of all holders of such Fractional Shares, (i) determine the number of shares of HomeFed Stock that would otherwise have been distributed as Fractional Shares, (ii) sell such shares at the then prevailing market price, and (iii) determine the portion, if any, in accordance with the provisions of Article V of the net proceeds Plan and in accordance with the Custodian’s administrative or operational requirements and regular business practices. A Participant may designate a Beneficiary or Beneficiaries of the Custodial Account at any time, and any such sale to which each holder of a Fractional Share interest is entitleddesignation may be changed or revoked at any time, by multiplying written designation signed by the amount Participant in a form and manner prescribed by or acceptable to, and filed with, the Custodian. Such designation, change, or revocation shall be effective only upon receipt by the Custodian and only if such receipt shall be during the Participant’s lifetime. The latest such designation, change, or revocation shall control. If there is no Beneficiary designation on file with the Custodian, or if the designated Beneficiary has not survived the Participant, the Custodian shall distribute the Custodial Account to the survivors of the aggregate net proceeds Participant in the following order of the sale of the Factional Sharespreference: (i) The Participant’s surviving spouse, by a fraction, the numerator of which is the amount of the Fractional Share to which such holder of a Fractional Share is entitled, and the denominator of which is the aggregate amount of Fractional Shares to which all holders of Fractional Shares are entitled. As soon as practicable after the determination of the amount of cashif any. (ii) The Participant’s children, if any, in equal shares per stirpes. (iii) The Participant’s estate. If the Participant designates more than one primary or contingent Beneficiary but does not specify the percentages to which such Beneficiary or Beneficiaries are entitled, payment will be made to the surviving Beneficiary or Beneficiaries in equal shares. Unless otherwise designated by the Participant in a form and manner acceptable to the Custodian, if a primary or contingent Beneficiary designated by the Participant predeceases the Participant, the Account will be divided equally among the surviving Beneficiary or Beneficiaries. Unless otherwise designated by the Participant in a form and manner acceptable to the Custodian, if there is no primary Beneficiary or Beneficiaries living at the time of the Participant’s death, payment of the Participant’s Account upon his or her death will be made to the surviving contingent Beneficiary or Beneficiaries designated by the Participant. Unless otherwise specified in the Participant’s Designation of Beneficiary, if a Beneficiary does not predecease the Participant but dies before receiving his or her entire interest in the Custodial Account, his or her remaining interest in the Custodial Account shall be paid to holders the Beneficiary or Beneficiaries designated by the deceased Beneficiary. If there is no Beneficiary designation of Fractional Shares in lieu of such Fractional Sharesthe deceased Beneficiary on file with the Custodian, the Trustee Custodian shall distribute such amountsthe Custodial Account to the survivors of the deceased Beneficiary in the following order of preference: (i) The deceased Beneficiary’s surviving spouse, without interestif any. (ii) The deceased Beneficiary’s children, if any, in equal shares per stirpes. (iii) The deceased Beneficiary’s estate. If the Custodian is unable to such holders. Any cash received on make a distribution in respect ofto a Participant, a Beneficiary, or proceeds from other distributee because the sale ofCustodian cannot ascertain such distributee’s whereabouts by writing to the last known mailing address shown on the Custodian’s records, if any, the HomeFed Stock Interest (Custodian may hold the proceeds in a noninterest-bearing account until such funds escheat by operation of law. The Beneficiary or any other shares Beneficiaries are responsible to ensure that distributions are made in accordance with Article V of HomeFed Stock that may then be Trust Property) shall be distributed by the Trustee as promptly as practicablePlan.