Common use of Employer Stock Clause in Contracts

Employer Stock. (a) The Named Fiduciary may direct that all or a portion of the Fund or any Investment Fund be invested in Employer Stock and the Trustee shall act in accordance with any such directions. Except as otherwise required under ERISA, the Trustee shall have no discretionary authority or responsibility to exercise voting rights, or rights in the event of a tender offer, with respect to such Employer Stock but instead shall be subject to the directions of the Named Fiduciary in the exercise of such rights. To the extent that the Plan provides for the voting or tendering of Employer Securities by Plan participants, the Named Fiduciary shall not improperly interfere in any manner regarding the decisions by or directions of any participant with respect to the vote of or response to a tender offer for Employer Securities allocated to the participant's account, and the Named Fiduciary shall arrange for such voting or participant's decision regarding the participant's action with respect to an offer to take place on a confidential basis. The Named Fiduciary will adequately communicate or cause to be communicated to all participants the provisions of the Plan and this Agreement relating to the right of participants with respect to Employer Stock under the Plan. The Company will provide the Named Fiduciary with such information and assistance as the Named Fiduciary may reasonably request, in connection with any communications or distributions to participants. The Company will distribute or cause to be distributed to participants entitled to direct the Named Fiduciary with respect to Employer Stock, all materials and communications which it provides to other stockholders of the Company in connection with such vote. The Trustee may rely on the Company for such distribution and will not be liable for the Company's failure to provide such materials and communications to any such participant. (b) In the event that the Trustee is directed to dispose of any Employer Stock under circumstances which, in the opinion of the Trustee, require registration of such securities under the Securities Act of 1933 and/or qualification of such securities under the Blue Sky laws of any state or states, then the Company, at its own expense, will promptly take or cause to be taken any and all action necessary or appropriate to effect such registration and/or qualification. In such event, the Trustee shall not be required to dispose of such securities until such registration and/or qualification are complete and effective, and the Trustee shall not be liable for any loss or depreciation of the Fund resulting from any delay attributable thereto. The Company will indemnify and hold the Trustee and its officers, directors and employees harmless with respect to any claim, liability, loss, damage or expense (except any such claims, liabilities, losses, damages or expenses that are attributable to the Trustee's own gross negligence, bad faith or willful misconduct with respect to any duties specifically undertaken herein) incurred as a result of such registration or qualification or as a result of any information in connection therewith furnished by the Company or as a result of any failure by the Company to furnish any such information. This indemnification shall survive termination of this Agreement. Unless otherwise directed by the Named Fiduciary, any proceeds received by the Trustee as a result of the sale, exchange or transfer of Employer Stock pursuant to a tender offer shall be reinvested in Employer Stock by the Trustee if such security is available for purchase.

Employer Stock. (a) The Named Fiduciary may direct that all or a portion of the Fund or any Investment Fund be invested in Employer Stock and the Trustee shall act in accordance with any such directions. Except as otherwise required under ERISA, the Trustee shall have no discretionary authority or responsibility to exercise voting rights, or rights in the event of a tender offer, with respect to such Employer Stock but instead shall be subject to the directions of the Named Fiduciary in the exercise of such rights. To the extent that the Plan provides for the voting or tendering of Employer Securities by Plan participants, the Named Fiduciary shall not improperly interfere in any manner regarding the decisions by or directions of any participant with respect to the vote of or response to a tender offer for Employer Securities allocated to the participant's account, and the Named Fiduciary shall arrange for such voting or participant's decision regarding the participant's action with respect to an offer to take place on a confidential basis. The Named Fiduciary will adequately communicate or cause to be communicated to all participants the provisions of the Plan and this Agreement relating to the right of participants with respect to Employer Stock under the Plan. The Company will provide the Named Fiduciary with such information and assistance as the Named Fiduciary may reasonably request, in connection with any communications or distributions to participants. The Company will distribute or cause to be distributed to participants entitled to direct the Named Fiduciary with respect to Employer Stock, all materials and communications which it provides to other stockholders of the Company in connection with such vote. The Trustee may rely on the Company for such distribution and will not be liable for the Company's failure to provide such materials and communications to any such participant. (b) In the event that the Trustee is directed to dispose of any Employer Stock under circumstances which, in the opinion of the Trustee, require registration of such securities under the Securities Act of 1933 and/or qualification of such securities under the Blue Sky laws of any state or states, then the Company, at its own expense, will promptly take or cause to be taken any and all action necessary or appropriate to effect such registration and/or qualification. In such event, the Trustee shall not be required to dispose of such securities until such registration and/or qualification are complete and effective, and the Trustee shall not be liable for any loss or depreciation of the Fund resulting from any delay attributable thereto. The Company will indemnify and hold the Trustee and its officers, directors and employees harmless with respect to any claim, liability, loss, damage or expense (except any such claims, liabilities, losses, damages or expenses that are attributable to the Trustee's own gross negligence, bad faith or willful misconduct with respect to any duties specifically undertaken herein) incurred as a result of such registration or qualification or as a result of any information in connection therewith furnished by the Company or as a result of any failure by the Company to furnish any such information. This indemnification shall survive termination of this Agreement. Unless otherwise directed by the Named Fiduciary, any proceeds received by the Trustee as a result of the sale, exchange or transfer of Employer Stock pursuant to a tender offer shall be reinvested in Employer Stock by the Trustee if such security is available for purchase.will