Common use of Employee Stock Ownership Plan Clause in Contracts

Employee Stock Ownership Plan. With respect to WesterFed's Employee Stock Ownership Plan (the "ESOP"), WesterFed will: (a) take any action it deems appropriate to amend the ESOP to allocate contributions on a pro-rata basis (based upon existing methodology for allocating annual contributions) through the day next preceding the Effective Date and to eliminate any requirement that a participant must be employed on the last day of the plan year to receive a contribution allocation; (b) take any actions necessary to cause the ESOP to be terminated and for the balances in all Accounts (as defined in the ESOP) to become fully vested and nonforfeitable as of the Effective Date; (c) use its best efforts to cause the Trustee of the ESOP to make such elections under Section 1.6 of this Agreement with respect to unallocated WesterFed Common Stock as are necessary to obtain cash at least equal to the remaining ESOP indebtedness; (d) cause the Trustee to use such cash (and convert unallocated Glacier Common Stock received in the Merger to cash, if applicable), to repay in full all such outstanding ESOP indebtedness as soon as is practicable after the Effective Date; (e) take any action it deems appropriate (including amending the ESOP) to cause the shares of Glacier Common Stock received in the Merger and/or any cash remaining in the suspense account maintained under the ESOP, after giving effect to the repayment of ESOP indebtedness referred to in subparagraph (c) above, to be allocated as investment earnings of the ESOP (as of the Effective Date) to the accounts of all ESOP participants who have account balances as of the Effective Date, in proportion to the aggregate value of their respective Stock Accounts and Investment Accounts (as defined in the ESOP) in accordance with the applicable provisions of the ESOP; (f) cause the account balances of all ESOP participants to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the IRC) as soon as practicable following the later of (A) the Effective Date or (B) the date of receipt of a favorable determination letter from the Internal Revenue Service regarding the qualified status of the ESOP upon its termination; and (g) adopt amendment(s) to the ESOP, in form and substance reasonably satisfactory to Glacier, which includes and provides for the actions described in subparagraphs (b), (c), (d), (e) and (f) above or as may be requested by the Internal Revenue Service in connection with the request

Employee Stock Ownership Plan. With respect to WesterFed's The TFB Employee Stock Ownership Plan (the "“ESOP"), WesterFed will: (a”) take any action it deems appropriate to amend the ESOP to allocate contributions on a pro-rata basis (based upon existing methodology for allocating annual contributions) through the day next preceding the Effective Date and to eliminate any requirement that a participant must be employed on the last day of the plan year to receive a contribution allocation; (b) take any actions necessary to cause the ESOP to shall be terminated and for the balances in all Accounts (as defined in the ESOP) to become fully vested and nonforfeitable as of the Effective Date; (c) use its best efforts to cause the Trustee of the ESOP to make such elections under Section 1.6 of this Agreement with respect to unallocated WesterFed Common Stock as are necessary to obtain cash at least equal to the remaining ESOP indebtedness; (d) cause the Trustee to use such cash (and convert unallocated Glacier Common Stock received in the Merger to cashof, if applicable)or immediately prior to, to repay in full all such outstanding ESOP indebtedness as soon as is practicable after the Effective Date; (e) take any action it deems appropriate (including amending the ESOP) to cause the shares of Glacier Common Stock received in the Merger and/or any cash remaining in the suspense account maintained under the ESOP, after giving effect to the repayment of ESOP indebtedness referred to in subparagraph (c) above, to be allocated as investment earnings of the ESOP (as of the Effective Date) to the accounts of all ESOP participants who have account balances as of the Effective Date, in proportion subject to the aggregate value of their respective Stock Accounts and Investment Accounts (as defined in the ESOP) in accordance with the applicable provisions consummation of the ESOP; (f) cause Merger. All shares held by the account balances ESOP shall be converted into the right to receive the Merger Consideration, and the balance of all the shares and any other assets remaining shall be allocated and distributed to ESOP participants (subject to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the IRC) as soon as practicable following the later of (A) the Effective Date or (B) the date of receipt of a favorable determination letter from the Internal Revenue Service regarding Service, in the qualified status case of ESOP participants who do not have a distribution event under the ESOP upon its other than the ESOP termination; and (g) adopt amendment(s) ), as provided for in the ESOP and unless otherwise required by applicable law. If IBERIABANK elects to pursue a favorable determination letter with respect to the ESOP’s termination, prior to the Effective Date, TFB, and following the Effective Date, IBERIABANK, shall use their respective best efforts in form good faith to obtain such favorable determination letter (including, but not limited to, making such changes to the ESOP and substance reasonably satisfactory to Glacier, which includes and provides for the actions described in subparagraphs (b), (c), (d), (e) and (f) above or proposed allocations as may be requested by the Internal Revenue Service as a condition to its issuance of a favorable determination letter). Prior to the Effective Date, TFB, and following the Effective Date, IBERIABANK, will adopt such amendments to the TFB ESOP as may be reasonably required by the Internal Revenue Service as a condition to granting such favorable determination letter on termination. Following the effective date of the ESOP’s termination, neither TFB, prior to the Effective Date, nor IBERIABANK, following the Effective Date, shall make any distribution from the ESOP until receipt of such favorable determination letter, except (i) as may be required by applicable law and (ii) in connection accordance with the requestESOP’s terms regarding distributable events other than due to termination of the ESOP (e.g., due to minimum mandatory distributions, diversification distributions, retirements or termination of employees). In the case of a conflict between the terms of this Section 7.8 and the terms of the ESOP, the terms of the ESOP shall control; provided, however, in the event of any such conflict, TFB, before the Effective Date, and IBERIABANK, after the Effective Date, shall use their best efforts to cause the ESOP to be amended to conform to the requirements of this Section 7.8

Employee Stock Ownership Plan. With respect Notwithstanding any provision to WesterFed's the contrary contained herein, each participant in the Delaware First Bank, FSB Employee Stock Ownership Plan (the "ESOP")) not fully vested will, WesterFed will: (a) take any action it deems appropriate to amend in accordance with the terms of the ESOP, become fully vested in his or her ESOP to allocate contributions on a pro-rata basis (based upon existing methodology for allocating annual contributions) through the day next preceding account as of the Effective Date Time. As soon as practicable after the execution of this Agreement, DFFN and to eliminate any requirement that a participant must be employed on the last day of the plan year to receive a contribution allocation; (b) take any actions necessary Crown will cooperate to cause the ESOP to be terminated amended and for other action taken, in a manner reasonably acceptable to DFFN and Crown, to provide that the balances in all Accounts (as defined ESOP will terminate upon the Effective Time. Between the date of this Agreement and the Effective Time, the existing ESOP indebtedness shall be paid in the ESOP) ordinary course of business pursuant to become fully vested the existing loan amortization schedule and nonforfeitable DFFN or the Association shall make such contributions to the ESOP as necessary to fund such payments. Any indebtedness of the ESOP remaining as of the Effective Date; (c) use its best efforts to cause Time shall be repaid from the Trustee Trust associated with the ESOP through application of the Merger Consideration received by the ESOP. Upon the repayment of the ESOP to make such elections under Section 1.6 of this Agreement with respect to unallocated WesterFed Common Stock as are necessary to obtain cash at least equal loan, the remaining funds in the ESOP suspense account will be allocated (to the remaining ESOP indebtedness; (d) cause the Trustee to use such cash (and convert unallocated Glacier Common Stock received in the Merger to cash, if applicableextent permitted by Sections 401(a), 415, and 4975 of the Code and other applicable laws and regulations, including without limitation the applicable provisions of ERISA) to repay in full all such outstanding ESOP indebtedness participants (as determined under the terms of the ESOP). DFFN and Crown agree that, subject to the conditions described herein, as soon as is practicable after the Effective Date; (e) take any action it deems appropriate (including amending the ESOP) to cause the shares of Glacier Common Stock received in the Merger and/or any cash remaining in the suspense account maintained under the ESOP, after giving effect to the Time and repayment of ESOP indebtedness referred to in subparagraph (c) above, to be allocated as investment earnings of the ESOP (as of the Effective Date) to the accounts of all ESOP loan, participants who have account balances as of the Effective Date, in proportion to the aggregate value of their respective Stock Accounts and Investment Accounts (as defined in the ESOP) ESOP shall be entitled at their election to have the amounts in accordance with the applicable provisions of the ESOP; (f) cause the account balances of all their ESOP participants accounts either distributed to be distributed them in a lump sum or rolled over to another tax-qualified plan (including Crown or transferred in accordance with Section 401(a)(31Bank plans to the extent permitted by Crown) or individual retirement account. The actions relating to termination of the IRC) as soon as practicable following ESOP will be adopted conditioned upon the later consummation of (A) the Effective Date or (B) the date of receipt of Merger and upon receiving a favorable determination letter from the Internal Revenue Service regarding ("IRS") with regard to the continued qualification of the ESOP after any required amendments (including the amendment which terminates the ESOP). DFFN and Crown will cooperate in submitting appropriate requests for any such determination letter to the IRS and will use their best efforts to seek the issuance of such letter as soon as practicable following the date of this Agreement. DFFN and Crown will adopt such additional amendments to the ESOP as may be reasonably required by the IRS as a condition to granting such determination letter, provided that such amendments do not (A) substantially change the terms outlined herein, (B) have a material adverse effect on DFFN, or (C) result in an additional material liability to Crown. As of and following the Effective Time, Crown shall cause the ESOP to be maintained for the exclusive benefit of employees and other persons who were participants or beneficiaries therein prior to the Effective Time and proceed with termination of the ESOP through distribution of its assets in accordance with its terms subject to the amendments described herein and as otherwise may be required to comply with applicable law or to obtain a favorable determination from the IRS as to the continuing qualified status of the ESOP upon its termination; and (g) adopt amendment(s) to the ESOP, in form and substance reasonably satisfactory to Glacierprovided, which includes and provides for however, that no such termination distributions or the actions described in subparagraphs (b), (c), (d), (e) and (f) above or as may be requested by ESOP shall occur after the Internal Revenue Service in connection with Effective Time until a favorable termination letter has been received from the requestIRS.

Employee Stock Ownership Plan. With respect to WesterFed's Employee Stock Ownership Plan (the "ESOP"), WesterFed will: (a) take any action it deems appropriate to amend As soon as practicable after the ESOP to allocate contributions on a pro-rata basis (based upon existing methodology for allocating annual contributions) through the day next preceding the Effective Date and to eliminate any requirement that a participant must be employed on the last day execution of the plan year Agreement, the Company shall adopt resolutions to receive a contribution allocation;provide that the CC ESOP shall be terminated immediately following the receipt of the Merger Consideration by the CC ESOP trust on behalf of the CC ESOP’s participants and beneficiaries. (b) take any actions necessary to cause the ESOP to be terminated and for the balances in all Accounts (as defined Each participant in the ESOP) to CC ESOP who is not fully vested shall become fully vested and nonforfeitable as of in his or her CC ESOP account(s) upon the Effective Closing Date;. (c) use its best efforts to cause the Trustee The termination of the CC ESOP to make such elections under Section 1.6 will be adopted conditioned upon the consummation of this Agreement with respect to unallocated WesterFed Common Stock as are necessary to obtain cash at least equal the Merger and distributions upon termination of the CC ESOP will be made upon receipt of and to the remaining ESOP indebtedness; (d) cause the Trustee to use such cash (and convert unallocated Glacier Common Stock received in the Merger to cash, if applicable), to repay in full all such outstanding ESOP indebtedness as soon as is practicable after the Effective Date; (e) take any action it deems appropriate (including amending the ESOP) to cause the shares of Glacier Common Stock received in the Merger and/or any cash remaining in the suspense account maintained under the ESOP, after giving effect to the repayment of ESOP indebtedness referred to in subparagraph (c) above, to be allocated as investment earnings of the ESOP (as of the Effective Date) to the accounts of all ESOP participants who have account balances as of the Effective Date, in proportion to the aggregate value of their respective Stock Accounts and Investment Accounts (as defined in the ESOP) in accordance with the applicable provisions of the ESOP; (f) cause the account balances of all ESOP participants to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the IRC) as soon as practicable following the later of (A) the Effective Date or (B) the date of receipt of extent approved by a favorable determination letter from the Internal Revenue Service regarding IRS with regard to the continued qualification of the CC ESOP in connection with its termination, after any required amendments. The Company and Parent shall cooperate in submitting appropriate requests for any such determination letter to the IRS and will use their reasonable efforts to seek the issuance of such letter no later than as soon as possible following the date hereof. The Company shall adopt such additional amendments to the CC ESOP as may be reasonably required by the IRS as a condition to granting such determination letter or as may be necessary or appropriate to permit the investment of the Merger Consideration received by the CC ESOP in investments other than Company Common Stock, pending distribution. (d) As of and following the Effective Time, Parent shall cause the CC ESOP, in the event the CC ESOP is maintained for a time to allow for distributions to participants, to be maintained for the exclusive benefit of employees and other persons who were participants or beneficiaries therein prior to the Effective Time in accordance with its terms, subject to the amendments described herein and as otherwise may be required to comply with applicable law or to obtain a favorable determination letter from the IRS as to the qualified status of the ESOP upon its termination; andtermination of the CC ESOP. (g) adopt amendment(s) to the ESOP, in form and substance reasonably satisfactory to Glacier, which includes and provides for the actions described in subparagraphs (b), (c), (d), (e) The Company shall not contribute or issue additional shares of Company Common Stock to the CC ESOP prior to the Effective Time, and (f) above or as may be requested by to the Internal Revenue Service in connection with Company’s Knowledge, the requestCC ESOP Trustee is not contemplating purchasing any additional shares of Company Common Stock prior to the Effective Time.