Common use of Employer Securities Clause in Contracts

Employer Securities. To the extent permitted by the Plan and ERISA and subject to the applicable Federal and state securities laws, the Administrator may direct the Trustee to invest in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest in Employer Securities unless the Administrator determines that the securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”), as amended, and are exempt from registration or qualification under the applicable state law, and of any other applicable blue sky law, or in the alternative, that the securities have been so registered and/or qualified. The Administrator will also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Administrator will not direct that Trust assets be invested in Employer Securities, if such investment would be prohibited by ERISA. The Administrator will only direct the investment of Trust funds into Employer Securities if: (i) those securities are traded on an exchange permitting a readily ascertainable fair market value, (ii) the Administrator agrees to instruct the Trustee to obtain a current valuation by a qualified independent appraiser on an annual basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it to the Trustee on an annual basis. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will indemnify and hold harmless the Trustee from any liability to any parties, including without limitation Plan participants and beneficiaries, that may result to the Trustee from following any such direction to invest Trust assets in Employer Securities, irrespective of whether such direction constitutes a proper direction within the meaning of ERISA.

Employer Securities. To The Committee rather than the extent permitted by Trustee, shall be responsible for the Plan funding policy, for overall diversification of Trust assets, and ERISA and subject to for overall compliance of the applicable Federal and state Trust with statutory limitations on the amount of the Trust's investment in securities laws, or real property of the Administrator may direct the Trustee to invest in qualifying employer securities Employer or its affiliated companies (“"Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5" or "Employer Real Property"). The Administrator will have full responsibility for determining that any such Committee shall not direct the investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest funds in Employer Securities unless the Administrator determines Committee is satisfied that the securities Employer Securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state lawCalifornia Corporate Securities Law of 1968, as amended, and of any other applicable blue sky law, or in the alternative, alternative that the securities Employer Securities have been so registered and/or qualified. The Administrator will Committee shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities Employer Securities and the procedure procedures to be followed by the Trustee to effectuate a resale of such securitiesEmployer Securities. The Administrator will Committee shall not direct that Trust assets be invested the investment in "Employer Securities" or "Employer Real Property," as those terms are used in ERISA, if such investment would be prohibited by ERISA. The Administrator will Committee shall only direct the investment of Trust funds into Employer Securities if: (i) if those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) if the Administrator agrees to instruct the Trustee to obtain Committee shall have obtained a current valuation by an independent appraiser, and periodically supplies updated valuations while the Employer Securities remain in the Trust. In determining the value of Employer Securities on a qualified independent appraiser on an annual periodic basis, the Trustee may conclusively rely on the certified appraisal or (iii) other form of valuation submitted to it by the Administrator agrees Committee, the Employer or the Investment Manager, if any. The Trustee shall vote Employer Securities or sell pursuant to a tender offer as directed by written instructions of the Committee, the Independent Investment Manager with authority over those assets, if any, or by the Participants if the Plan provides for pass through voting of Employer Security proxies to the Participants, it being understood that the person with investment discretion over the Trust Assets has exclusive authority and responsibility to vote proxies unless pass through voting to Participants is mandated by the Plan or by law. If the vote is to be passed through to the Participants, the Committee shall provide any information requested by the Trustee that is necessary or convenient to obtain such a valuation and deliver it to preserve the confidentiality of the Participants' directions. Any conflicting instructions shall be resolved by the Committee, who shall advise the Trustee on an annual basisthe voting of Employer Securities or tendering the securities in response to a tender offer. Proxies of Employer Securities which are un-allocated to a Participant's account, or for which any votes are not cast, shall be voted or tendered by the Trustee in the same manner directed by the Committee or Investment Manager, unless the Trustee is required by law to vote the proxies or tender the Employer Securities exercising the Trustee's discretion. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will shall indemnify and hold harmless the Trustee from any liability with respect to any parties, including without limitation Plan participants and beneficiaries, that may result action taken or refrained from with regard to the Trustee from following any such direction to invest Trust assets in voting or tendering Employer Securities, irrespective it being expressly understood that the Trustee shall have no discretion with respect to such action unless required by law. The Trustee shall not be liable under the Plan or the Trust for any investment in, retention or sale of Employer Securities or Employer Real Property held as Trust assets, whether such direction constitutes a proper direction within retention is due to instructions to retain, or inability to sell due to any Federal or State securities law restrictions, or the meaning unmarketable or illiquid nature of ERISAthe investment. The investment in, retention or sale of, valuation and all other issues with respect to Employer Securities or Employer Real Property shall be the sole responsibility of the Committee.

Employer Securities. To the extent permitted by the Plan and ERISA and subject to the applicable Federal and state securities laws, the Administrator may direct the Trustee to invest in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest in Employer Securities (including stock or rights to acquire stock) or other obligations issued by Employer. Employer shall retain sole investment management authority and responsibility for any Employer Securities. In no event shall the Trustee have any authority to sell Employer Securities held in the Trust except upon the written approval of Employer. Employer shall have the right at any time prior to a Change of Control, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Employer in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. Upon a Change of Control, Employer’s right to substitute assets shall only extend to Employer Securities held in the Trust. Employer shall not direct the investment of Trust funds in Employer Securities unless the Administrator determines Employer is satisfied that the securities Employer Securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state lawCalifornia Corporate Securities Law of 1968, as amended, and of from any other applicable blue sky law, or in the alternative, alternative that the securities Employer Securities have been so registered and/or qualified. The Administrator will Employer shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities Employer Securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Administrator will not direct that Trust assets be invested in Employer Securities, if such investment would be prohibited by ERISA. The Administrator will Employer shall only direct the investment of Trust funds into Employer Securities if: (i) if those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) the Administrator agrees to instruct the Trustee to obtain if Employer shall have obtained a current valuation by an independent appraiser, and periodically supplies updated valuations while the Employer Securities remain in the Trust. In determining the value of Employer Securities on a qualified independent appraiser on an annual periodic basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it to the Trustee may conclusively rely on an annual basisthe certified appraisal or other form of valuation submitted to it by Employer or the Investment Manager, if any. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Trustee shall vote Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA Securities or the Administrator has properly delegated its responsibility sell pursuant to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will tender offer as directed by written instructions of Employer. Employer shall indemnify and hold harmless the Trustee from any liability with respect to any parties, including without limitation Plan participants and beneficiaries, that may result action taken or refrained from with regard to the Trustee from following any such direction to invest Trust assets in voting or tendering Employer Securities, irrespective it being expressly understood that the Trustee shall have no discretion with respect to such action unless required by law. The Trustee shall not be liable under the Plan or the Trust for any investment in or retention of Employer Securities held as Trust assets, whether such direction constitutes a proper direction within retention is due to instructions to retain, or inability to sell due to any Federal or State securities law restrictions, or the meaning unmarketable or illiquid nature of ERISAthe investment.

Employer Securities. To In reference to Employer Securities within the extent permitted by the Plan Trust Fund: (a) The Employer shall not elect Employer Securities as a Permissible investment and ERISA and subject to the applicable Federal and state securities laws, the Administrator may shall not direct the Trustee to invest investment of assets in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Employer's Trust Fund will not invest in Employer Securities unless the Administrator determines Employer is satisfied that the securities Employer Securities are exempt from registration under the Federal federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state California Corporate Securities Law of In determining the value of Employer Securities not traded on an exchange on a periodic basis, the Trustee may conclusively rely on the certified appraisal or other form of valuation submitted to it by the Employer, or by the Administrator, or the Investment Manager or QPAM, if any, on behalf of Employer. (b) The Trustee shall vote Employer Securities or sell pursuant to a tender offer as directed by written instructions of the Employer, the Administrator, the Investment Manager with authority over those assets, if any, or by the Participants if the Plan is a Participant Directed Account or an ESOP or the Employer has otherwise elected pass through voting, it being understood that the person with investment discretion over the Trust assets has exclusive authority and responsibility to vote proxies for Employer Securities unless pass through voting to Participants is set forth within the Plan or is mandated by law. If the vote is to be passed through to the Participants, the Administrator shall provide any information requested by the Trustee that is necessary or convenient to obtain and preserve the confidentiality of the Participants' directions. Employer shall ensure that Participants receive at least as much information regarding the proxy or tender offer matters as is sent to shareholders. Any conflicting instructions shall be resolved by the Administrator, who shall advise the Trustee on the voting of Employer Securities or tendering the securities in response to a tender offer. Proxies of Employer Securities which are unallocated to a Participant's Account, or for which any other applicable blue sky lawvotes are not cast, shall be voted by the Trustee as the Administrator directs, or in the alternativeabsence of instructions from the Administrator, that in the securities have been so registered and/or qualified. The Administrator will also specify what restrictive legend on transfersame manner as those voted by Participants, if anyproportionately in the same ratio as those voted, unless the Trustee is required by law to vote the proxies exercising the Trustee's discretion. In response to a tender offer, the Trustee shall tender only those allocated shares for which participant direction to tender has been received; any unvoted, but allocated, shares shall not be set forth on the certificates for the securities and the procedure to tendered. Moreover, any unallocated shares shall be followed retained or tendered as directed by the Trustee to effectuate a resale of such securities. The Administrator will not direct that Trust assets be invested in Employer SecuritiesAdministrator, if such investment would be prohibited by ERISA. The Administrator will only direct the investment of Trust funds into Employer Securities if: (i) those securities are traded on an exchange permitting a readily ascertainable fair market value, (ii) the Administrator agrees to instruct the Trustee to obtain a current valuation by a qualified independent appraiser on an annual basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it to the Trustee on an annual basis. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited permitted by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will law. The Employer shall indemnify and hold harmless the Trustee from any liability with respect to any partiesclaim, including without limitation Plan participants demand or loss in connection with electing Employer Securities as Permissible Investments, and beneficiariesany action taken or refrained from with regard to voting or tendering Employer Securities except for losses resulting from Trustee's negligence or willful misconduct, it being expressly understood that may result the Trustee shall have no discretion with respect to such action unless required by law. Trustee shall have no duty to provide Participants with information necessary to make an informed decision with respect to the Trustee from following any such direction to invest Trust assets in voting or tendering of Employer Securities, irrespective which shall be the exclusive duty of the Employer. (c) The Trustee shall not be liable under the Plan or the Trust for any delays in purchase of sale of, or investment in or retention of Employer Securities held as Trust assets, whether such direction constitutes a proper direction within retention is due to instructions to retain, or inability to sell due to any Federal or State securities law restrictions, or the meaning unmarketable or illiquid nature of ERISAthe investment.

Employer Securities. To the extent permitted by the Plan and ERISA and subject to the applicable Federal and state securities laws, the Administrator may direct the Trustee to invest in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest in Employer Securities (including stock or rights to acquire stock) or other obligations issued by Employer. Employer shall retain sole investment management authority and responsibility for any Employer Securities. In no event shall the Trustee have any authority to sell Employer Securities held in the Trust except upon the written approval of Employer. Employer shall have the right at any time prior to a Change of Control, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust. This right is exercisable by Employer in a non-fiduciary capacity without the approval or consent of any person in a fiduciary capacity. Upon a Change of Control, Employer's right to substitute assets shall only extend to Employer Securities held in the Trust. Employer shall not direct the investment of Trust funds in Employer Securities unless the Administrator determines Employer is satisfied that the securities Employer Securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state lawCalifornia Corporate Securities Law of 1968, as amended, and of from any other applicable blue sky law, or in the alternative, alternative that the securities Employer Securities have been so registered and/or qualified. The Administrator will Employer shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities Employer Securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Administrator will not direct that Trust assets be invested in Employer Securities, if such investment would be prohibited by ERISA. The Administrator will Employer shall only direct the investment of Trust funds into Employer Securities if: (i) if those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) the Administrator agrees to instruct the Trustee to obtain if Employer shall have obtained a current valuation by an independent appraiser, and periodically supplies updated valuations while the Employer Securities remain in the Trust. In determining the value of Employer Securities on a qualified independent appraiser on an annual periodic basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it to the Trustee may conclusively rely on an annual basisthe certified appraisal or other form of valuation submitted to it by Employer or the Investment Manager, if any. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Trustee shall vote Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA Securities or the Administrator has properly delegated its responsibility sell pursuant to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will tender offer as directed by written instructions of Employer. Employer shall indemnify and hold harmless the Trustee from any liability with respect to any parties, including without limitation Plan participants and beneficiaries, that may result to the Trustee from following any such direction to invest Trust assets in Employer Securities, irrespective of whether such direction constitutes a proper direction within the meaning of ERISA.action taken or

Employer Securities. To the extent permitted by the Plan and ERISA and subject In reference to the applicable Federal and state securities laws, issue of Employer Securities within the Trust Fund: (a) The Administrator may shall direct the Trustee to invest investment of assets in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Employer's Trust Fund will not invest in Employer Securities unless the Administrator determines is satisfied that the securities Employer Securities are exempt from registration under the Federal federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state lawCalifornia Corporate Securities Law of 1968, as amended, and of any other applicable blue sky law, or in the alternative, that the securities Employer Securities have been so registered and/or qualified. The Administrator will shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities Employer Securities and the procedure to be followed by the Trustee to effectuate a resale of such securitiesEmployer Securities. The Administrator will shall not direct that Trust assets be invested the investment in "Employer Securities" or "Employer Real Property", as those terms are used in ERISA, if such investment would be prohibited by ERISA. The Administrator will shall only direct the investment of Trust funds into Employer Securities if: (i) if those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) if the Administrator agrees to instruct the Trustee to obtain shall have obtained a current valuation by an independent appraiser, and periodically supplies updated valuations while the Employer Securities remain in the Trust. In determining the value of Employer Securities on a qualified independent appraiser on an annual periodic basis, the Trustee may conclusively rely on the certified appraisal or other form of valuation submitted to it by the Administrator, the Employer or the Investment Manager, if any. (iiib) The Trustee shall vote Employer Securities or sell pursuant to a tender offer as directed by written instructions of the Administrator, the Investment Manager with authority over those assets, if any, or by the Participants if the Employer has elected pass through voting in its Non-Standardized Adoption Agreement, it being understood that the person with investment discretion over the Trust assets has exclusive authority and responsibility to vote proxies unless pass through voting to Participants is set forth within the Employer's Non-Standardized Adoption Agreement or is mandated by law. If the vote is to be passed through to the Participants, the Administrator agrees shall provide any information requested by the Trustee that is necessary or convenient to obtain such a valuation and deliver it to preserve the confidentiality of the Participants' directions. Any conflicting instructions shall be resolved by the Administrator, who shall advise the Trustee on an annual basisthe voting of Employer Securities or tendering the securities in response to a tender offer. The Company hereby acknowledges (i) that Proxies of Employer Securities which are unallocated to a Participant's account, or for which any votes are not cast, shall be voted or tendered by the Administrator has Trustee proportionally in the sole responsibility for all decisions to invest Trust assets in Employer Securitiessame manner as those voted or tendered by Administrator, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA Investment Manager, or the Administrator has properly delegated its responsibility to a third partyParticipants, (ii) that unless the Trustee has no duty is required by law to question vote the proxies or tender the Employer Securities exercising the Trustee's discretion. (c) The Trustee shall not be liable under the Plan or the Trust for any such directioninvestment in or retention of Employer Securities held as Trust assets, and (iii) that the Company will indemnify and hold harmless the Trustee from any liability whether retention is due to instructions to retain, or inability to sell due to any partiesFederal; or State securities law restrictions, including without limitation Plan participants and beneficiaries, that may result to or the Trustee from following any such direction to invest Trust assets in Employer Securities, irrespective unmarketable or illiquid nature of whether such direction constitutes a proper direction within the meaning of ERISAinvestment.

Employer Securities. To If the extent permitted Trust consists of Employer Securities that are not traded on a recognizable market, or the information necessary to ascertain the fair market value is not readily available, the Plan Administrator shall provide to the Trustee the value of such securities for all purposes under the Plan and the Agreement, and the Trustee shall be entitled to rely upon the value of such Employer Securities provided by the Plan and ERISA and subject Administrator. If the Plan Administrator fails or refuses to the applicable Federal and state securities laws, the Administrator may direct instruct the Trustee to invest in qualifying employer securities (“Employer Securities”) within on the meaning value of ERISA Section 407(d)(4) and (5). The Administrator will have full responsibility for determining that any such investment and the exercise of any voting rights appurtenant to Employer Securities, comply the Trustee, in its sole discretion, may engage an independent appraiser to determine the fair market value of such Employer Security and shall be entitled to rely upon the value placed upon such Employer Security by the independent appraiser. Any expenses with respect to such appraisal shall be a charge against the Trust and may be paid from the Trust as provided in the Agreement. The Plan Administrator is responsible for providing specific instructions to the Trustee regarding any acquisition limits applicable law. Notwithstanding any other provision of to Employer Securities as required by the Plan or this AgreementApplicable Law. Employer Securities may be accepted only if the Employer and Plan Administrator provide the Trustee with all instructions, representations, and assurances and other information that the Trustee may in its sole discretion require from time to time for the proper administration of Employer Securities in the Trust. The Plan Administrator will have responsibility is responsible for determining whether such shares should be sold, exchanged, providing specific instructions to the Trustee regarding any acquisition limits applicable to Employer Securities as required by the Plan or otherwise disposed of, except as provided in Article 3.6, 3.7 Applicable Law. The Employer and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Plan Administrator, and not the Trustee, shall be responsible to assure compliance insure that the Employer Securities are acquired and held under the Plan solely in accordance with all requirements imposed under the applicable federal and state securities laws and regulations thereunder and law and regulation governing the acquisition and holding of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest in Employer Securities unless the Administrator determines that the employer securities are exempt from registration by plans under the Federal Securities Act of 1933 (the “1933 Act”), as amended, and are exempt from registration or qualification under the applicable state law, and of any other applicable blue sky law, or in the alternative, that the securities have been so registered and/or qualified. The Administrator will also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Administrator will not direct that Trust assets be invested in Employer Securities, if such investment would be prohibited by ERISA. The Administrator will only direct the investment of Trust funds into Employer Securities if: (i) those securities are traded on an exchange permitting a readily ascertainable fair market value, (ii) the Administrator agrees to instruct the Trustee to obtain a current valuation by a qualified independent appraiser on an annual basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it to the Trustee on an annual basis. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will indemnify and hold harmless the Trustee from any liability to any parties, including without limitation Plan participants and beneficiaries, that may result to the Trustee from following any such direction to invest Trust assets in Employer Securities, irrespective of whether such direction constitutes a proper direction within the meaning of ERISA.

Employer Securities. To the extent permitted by the Plan Except as authorized pursuant to Sections 2.2, 2.3 and ERISA and subject to the applicable Federal and state securities laws2.4, the Administrator shall have sole responsibility and liability for the investment in, and management and disposition of, Employer Securities (as that term is defined in Section 409(l) of the Code). Notwithstanding the previous sentence, if the Employer Securities are thinly traded or not publicly traded on an established exchange, than the Administrator shall have sole responsibility to provide valuations of such Employer Securities. (a) The Directing Party may direct investment of up to the Trustee to invest in qualifying employer securities (“entire amount of the Trust Assets over which Directing Party has investment authority into Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5)Securities if permitted by law. The Administrator will have full responsibility for determining that any such Directing Party shall not authorize or direct the investment and the exercise of any voting rights appurtenant to Employer Securities, comply with applicable law. Notwithstanding any other provision of the Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest Assets in Employer Securities unless the Administrator determines is satisfied that the securities Employer Securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”)1933, as amended, and are exempt from registration or qualification under the applicable state lawCalifornia Corporate Securities Law of 1988, as amended, and of any other applicable blue sky law, or in the alternative, alternative that the securities Employer Securities have been so registered and/or qualified. The Administrator will shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities Employer Securities and the procedure to be followed by the Trustee to effectuate a resale of such securitiesEmployer Securities. The Administrator will Directing Party shall not direct that Trust assets be invested the investment in "Employer Securities" as that term is used in ERISA, if such investment would be prohibited by ERISA. The Administrator will Directing Party shall only direct the investment of Trust funds into Employer Securities if: if (i) those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) the Administrator agrees to instruct the Trustee to obtain shall have obtained a current valuation by a qualified an independent appraiser appraiser, and periodically (but no less frequently than annually) supplies updated independent valuations while the Employer Securities remain in the Trust. In determining the value of Employer Securities not traded on an annual exchange on a periodic basis, the Trustee may conclusively rely on the independent appraisal or other form of valuation acceptable to the Trustee and submitted to it by the Administrator. (b) For any portion of the Trust Fund which consists of Employer Securities, the voting or proxy or other rights with respect to such Employer Securities shall be passed through to Participants as provided in this section. With respect to Employer Securities that are allocated to Participants' accounts, each Participant shall be entitled to direct the Trustee as to the manner in which such Employer Securities then allocated to his or her account(s) will be voted as to the items specified in Code Section 409(e)(2) or 409(e)(3), as the case may be. Such directions may be achieved through the use of proxy or similar statements delivered to the Participants with respect to the Employer Securities allocated to their accounts. The Administrator shall provide any information requested by the Trustee that is necessary or convenient in connection with obtaining and preserving the confidentiality of the Participants' directions. Any allocated Employer Securities with respect to which Participants are entitled to issue directions pursuant to the foregoing and for which directions are not received by the Trustee shall be voted in the same proportion as the shares of Employer Securities for which voting directions have been received, unless the Trustee is required by law to exercise its discretion in voting such shares. Any allocated Employer Securities with respect to which Participants are not entitled to issue directions pursuant to the foregoing, and all unallocated Employer Securities, shall be voted by the Trustee in the same proportion as the shares for which voting directions have been received, unless the Trustee is required by law to exercise its discretion in voting such shares. In the event that no voting rights for the Employer Securities are required by law or the terms of the Plan to be passed through to Participants, the Employer Securities shall be voted by the Trustee as instructed by the Administrator. (c) In response to a tender offer, the Trustee shall tender only those allocated shares for which the Directing Parties' directions to tender have been received; any allocated but unvoted shares shall not be tendered. Any unallocated shares shall be retained or tendered in accordance with instructions from the Administrator, to the extent permitted by law. (d) The Employer or Administrator shall ensure that Participants receive at least as much information regarding the proxy or tender offer matters as is sent to shareholders. The Trustee shall have no duty to provide Participants with information necessary to make an informed decision with respect to the voting or tendering of Employer Securities, which shall be the exclusive duty of the Employer or Administrator. (e) The Employer shall indemnify and hold harmless the Trustee with respect to (i) any claim, demand or loss in connection with making Employer Securities available as Investment Options, and (ii) any action taken or not taken with regard to voting or tendering Employer Securities except for losses resulting from the Trustee's negligence or willful misconduct, because the Trustee shall have no discretion with respect to such action unless required by law. (f) The Trustee shall not be liable under the Plan or the Trust for any purchase or sale of, or investment in or retention of, Employer Securities held as Trust assets, whether retention is due to (i) instructions to retain, (ii) inability to sell due to any Federal or State securities law restrictions, or (iii) the Administrator agrees to obtain such a valuation and deliver it to unmarketable or illiquid nature of the Trustee on an annual basis. The Company hereby acknowledges (i) that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer Securities, except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has no duty to question any such direction, and (iii) that the Company will indemnify and hold harmless the Trustee from any liability to any parties, including without limitation Plan participants and beneficiaries, that may result to the Trustee from following any such direction to invest Trust assets in Employer Securities, irrespective of whether such direction constitutes a proper direction within the meaning of ERISAinvestment.

Employer Securities. To the extent permitted by the Plan and ERISA and subject to the applicable Federal federal and state securities laws, the Administrator Authorized Person may direct the Trustee to invest in qualifying employer securities (“Employer Securities”) within the meaning of ERISA Section 407(d)(4) and (5). The Plan Administrator will shall have full responsibility for determining that any such investment investment, and the exercise of any voting rights appurtenant attributable to Employer Securitiessuch investment, comply with applicable law. Notwithstanding any other provision of the The Plan or this Agreement, the Administrator will have responsibility for determining whether such shares should be sold, exchanged, or otherwise disposed of, except as provided in Article 3.6, 3.7 and 3.8 herein. With respect to Plans holding Employer Securities, it will be the responsibility of the Administrator, and not the Trustee, to assure compliance with all requirements imposed under the securities laws of the United States or any state, including, but not limited to, registration and filing requirements. The Trustee is hereby specifically indemnified and held harmless for any loss or liability it may incur, or for any penalties that may be imposed as a result of, the Administrator’s failure to comply with such requirements. The Trust Fund will not invest in Employer Securities unless the Administrator determines that the securities are exempt from registration under the Federal Securities Act of 1933 (the “1933 Act”), as amended, and are exempt from registration or qualification under the applicable state law, and of any other applicable blue sky law, or in the alternative, that the securities have been so registered and/or qualified. The Administrator will shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for the securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Administrator Employer hereby represents and warrants that it will take all responsibility (and hereby assumes all liability for the failure) to notify Participants of any limitations on investment directions necessary or appropriate to comply with federal securities laws (including the Exchange Act and the 1933 Act), including, but not direct limited to the frequency of investment changes by certain officers and shareholder-employees pursuant to Section 16(a) and the volume of trading in shares of Employer Securities pursuant to Rule 10b-6. Consequently the Trustee shall have no liability to any Participant, any Beneficiary, any Authorized Person, or the Employer for carrying out instructions relating to the acquisition or disposition of Employer Securities regardless of whether those instructions subject such person or the Employer to any liability. The Employer represents and warrants that Trust assets be invested in the percentage of the issued and outstanding class of equity security registered under section 12 of the Exchange Act which is an Employer Security owned by the Plan (the "Plan Percentage") is less than 4.5%, or that the Plan and its prior trust (if any) have complied with all notice and filing requirements imposed by federal securities laws with regard to Employer Securities. The Employer covenants that it will (a) notify the Trustee in writing within 5 business days following any date as of which the Plan Percentage equals or exceeds 4.5%, (b) monitor the Plan Percentage on a daily basis so long as the Plan Percentage is at least 4.5%, (c) notify the Trustee in writing within 5 business days following any date as of which the Plan Percentage equals or exceeds 5% and, if such investment would be prohibited by ERISA. The Administrator will only direct the investment of Trust funds into Employer Securities if: applicable, 10%, and (id) those securities are traded on an exchange permitting a readily ascertainable fair market value, (ii) the Administrator agrees to instruct the Trustee to obtain a current valuation by a qualified independent appraiser on an annual basis, or (iii) the Administrator agrees to obtain such a valuation and deliver it provide monthly written reports to the Trustee on an annual basisdisclosing the Plan Percentage for each month during which the Plan Percentage equals or exceeds 4.5% at any time. The Company foregoing monitoring and notification requirements shall cease during any month when the Plan Percentage is below 4.5% for each day of the month. The Trustee shall have no authority to acquire additional shares if Employer Securities cease to be "readily tradable." The Employer hereby acknowledges (i) represents that all shares of Employer Securities are "readily tradable", and agrees to notify the Trustee promptly upon receipt of any information that would cause the Employer Securities to fail to qualify as "readily tradable." Upon notice from the Employer or, if earlier, upon actual notice that the Administrator has the sole responsibility for all decisions to invest Trust assets in Employer SecuritiesSecurities are no longer "readily tradable", except to the extent that the Administrator has determined that its responsibility is limited by Section 404(c) of ERISA or the Administrator has properly delegated its responsibility to a third party, (ii) that the Trustee has shall stop acquiring shares, whether by cash purchase or by contribution from the Employer. The Trustee shall have no duty to question any such direction, and (iii) that the Company will indemnify and hold harmless the Trustee from any liability to any partiesParticipant, including without limitation Plan participants and beneficiaries, that may result the Employer or Authorized Person for its failure to the Trustee from following any such direction to invest Trust assets in acquire Employer Securities, irrespective . The provisions of whether such direction constitutes a proper direction within this Section 4.4 shall survive the meaning termination of ERISAthis Trust Agreement.