Common use of ESOP Matters Clause in Contracts

ESOP Matters. The Company Employee Stock Ownership Plan (the “Company ESOP”) shall be terminated as of the Effective Time. To the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on the tax-qualified status of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Merger.

ESOP Matters. The Company Employee Stock Ownership Plan Seller and Seller Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective at least five (5) business days before the Closing, the ESOP shall be terminated (the “Company ESOPESOP Termination Date”). No new participants shall be admitted on or after the ESOP Termination Date and all existing ESOP participants’ accounts shall become fully vested and 100% non-forfeitable. Seller Bank shall direct the Trustee to remit a sufficient number of the shares of Seller Common Stock allocated to the suspense account pursuant to the ESOP (the “Suspense Shares”) shall back to Seller to repay the outstanding ESOP Loan in full, with each remitted share to be terminated valued equal to the Merger Consideration. All remaining shares of Seller Common Stock held by the ESOP as of the Effective TimeTime shall be exchanged for the Merger Consideration. To the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees After repayment of the Company ESOP, promptly after outstanding ESOP Loan and the Effective Timeexchange of the shares of Seller Common Stock for the Merger Consideration, the trustees cash received upon conversion of the Company ESOP remaining Suspense Shares shall sell a sufficient number of shares of Parent Common Stock received with respect be deemed to be earnings and shall be allocated as earnings to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment accounts of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account after the repayment participants who are employed as of the ESOP indebtedness shall be allocated to Termination Date based on their account balances under the ESOP participants in accordance with the terms as of the Company ESOP Termination Date and applicable laws and regulations. In connection with distributed to ESOP participants after the termination receipt of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the Company ESOP on termination, except that distributions from the ESOP may be made earlier if required by law or upon the occurrence of the ESOP participant’s retirement, death, disability or termination and of employment or any amendments made other event, other than plan termination, that requires a distribution from the ESOP. Prior to the Company Effective Time, Seller Bank shall take all such actions as are necessary (determined in consultation with Buyer) to submit the application for favorable determination letter in advance of the Closing, and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP in connection with as may be required by the IRS as a condition to its termination or otherwiseissuance of a favorable determination letter). Seller Bank, if and following the Effective Time, Buyer, will adopt such amendments have not previously received to the ESOP to effect the provisions of this Section 6.21. Promptly following the receipt of a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to regarding the Company qualified status of the ESOP requested by upon its termination, the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank participant or beneficiary may make a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Mergerdirect.

ESOP Matters. The Company Employee Stock Ownership Plan (the “Company ESOP”) shall be terminated as of the Effective Time. To the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on the tax-qualified status of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Merger.

ESOP Matters. The Company Employee Stock Ownership Plan and Envision Bank shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “Company ESOPESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). Envision Bank shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full, with each remitted share to be terminated valued at $27.00. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time. To Time shall be allocated among the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees accounts of the Company ESOP, promptly after ESOP participants with undistributed account balances at the Effective Time who are employed by Envision Bank at the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect and in proportion to the Company Common Stock held, unallocated, in the suspense account in the Company balances credited to their accounts immediately prior to such allocation and distributed to ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account participants after the repayment receipt of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Parent before the IRS issues a favorable determination letter with respect to the tax-qualified status of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested unless otherwise required by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRSlaw. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and Company Bank shall make contributions to, and payments on to provide Parent with the loan of, opportunity to review the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make application for a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time favorable determination letter at least twenty (or a date 20) days prior to the filing date with the IRS), and following the Closing, Parent shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Envision Bank, and following the Effective Time) in an amount not in excess of , Parent, will adopt such amendments to the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making provisions of this Section 5.17. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the contribution described ESOP upon its termination, the account balances in the preceding sentence ESOP shall be distributed to participants and to effect the allocation of such Company beneficiaries in accordance with ESOP contribution Plan and any Company ESOP earnings resulting from the MergerTrust provisions and applicable law.

ESOP Matters. (a) The Company Bank Employee Stock Ownership Plan (the “Company ESOP”) shall be terminated terminate in accordance with its terms effective as of the Effective Time. To The accounts of all participants and beneficiaries in the extent permitted by applicable law and consistent with fiduciary duties owed by the trustees ESOP as of the Company ESOP, promptly after Effective Time shall become fully vested as of the Effective Time. As of or immediately prior to the Effective Time, the Company and the trustees of the Company ESOP shall sell a sufficient number of (a) use the cash plus the shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, held in the ESOP suspense account in which are not committed to be released to repay the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment principal balance of the ESOP indebtednessloan plus the accrued interest thereon to the fullest extent possible, with such shares to be converted into treasury stock of the Company, and (b) forgive any remaining outstanding balance of principal and accrued interest on the ESOP loan that is not covered by the fair market value of the shares serving as collateral for the ESOP loan. Any remaining shares of Parent Company Common Stock and cash held remaining in the ESOP suspense account after giving effect to the repayment of the ESOP indebtedness loan shall be converted into the Merger Consideration and shall be allocated as earnings to the accounts of ESOP participants who have account balances in the ESOP in accordance with the terms applicable provisions of the Company ESOP and applicable laws and regulationsESOP. In connection with As soon as practicable after the termination of the Company ESOPdate hereof, the Company Bank shall promptly apply file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the ESOP as of the Effective Time, with a copy to be provided to the Parent and its counsel. Prior to the Effective Time, the Company Bank and, following the Effective Time, the Parent shall use their respective reasonable best efforts to obtain such favorable determination letter on (including, but not limited to, adopting such amendments to the tax-qualified status ESOP as may be requested by the IRS as a condition to its issuance of a favorable determination letter). As soon as practicable following the later of the Company ESOP on termination and any amendments made to Effective Time or the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received receipt of a favorable determination letter from the IRS with respect regarding the qualified status of the ESOP upon its termination, the account balances in the ESOP shall be either distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Parent agrees to permit Continuing Employees to rollover the cash portion of their qualification under Code Section 401(a). Any amendments account balances in the ESOP to the Company ESOP requested by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a401(k) the Effective Time and Plan. (b) As promptly as practicable following the receipt execution of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan ofthis Agreement, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding shall take whatever actions are necessary to engage the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect services of an independent third-party advisor to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Timetrustee(s) in an amount not in excess of the limitations prescribed ESOP to assist and advise the trustee(s) of the ESOP in the (i) review of the terms and conditions of the transactions contemplated by this Agreement, (ii) determination of whether the Merger is in the best interests of the ESOP participants, (iii) pass-through vote pursuant to which ESOP participants will direct the trustee(s) of the ESOP regarding the voting of shares of Company Common Stock allocated to ESOP participants accounts and (iv) voting all shares of Company Common Stock held by the Internal Revenue Code. The Company ESOP at any meeting called or held for the purpose of taking action in connection with the Merger and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Mergertransactions contemplated by this Agreement.

ESOP Matters. The Company Employee Stock Ownership Plan shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “Company ESOPESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full, . All remaining shares of Company Common Stock held by the ESOP as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be terminated converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time. To Time shall be allocated among the extent permitted by applicable law and consistent accounts of the ESOP participants with fiduciary duties owed undistributed account balances at the Effective Time who are employed by the trustees of the Company ESOP, promptly after at the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect and in proportion to the Company Common Stock held, unallocated, in the suspense account in the Company balances credited to their accounts immediately prior to such allocation and distributed to ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account participants after the repayment receipt of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested unless otherwise required by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRSlaw. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and Company Bank shall make contributions to, and payments on to provide Buyer with the loan of, opportunity to review the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make application for a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time favorable determination letter at least twenty (or a date 20) days prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and following the Effective Time) in an amount not in excess of , Buyer, will adopt such amendments to the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the contribution described ESOP upon its termination, the account balances in the preceding sentence ESOP shall be distributed to participants and to effect the allocation of such Company beneficiaries in accordance with ESOP contribution Plan and any Company ESOP earnings resulting from the MergerTrust provisions and applicable law.

ESOP Matters. The Trustee and the Company Employee Stock Ownership Plan shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable: Effective at least five (5) business days before the Closing (with relevant materials provided to Parent for its review and comment at least three (3) business days prior to such date), the ESOP shall be terminated (the “Company ESOPESOP Termination Date”) ), no new participants shall be terminated admitted on or after the ESOP Termination Date, no further distributions in the form of “qualifying employer securities” (as defined in Section 407 of ERISA) will be permitted, and all existing ESOP participants’ accounts shall be fully vested and 100% non-forfeitable. The Company shall cause the ESOP’s plan administrator to direct the Trustee to remit a sufficient amount of the Suspense Shares back to the Company to repay the outstanding ESOP Loan in full, and the proceeds of the sale of the Suspense Shares shall be used to repay the outstanding balance of the ESOP Loan as of the Effective Time, with each remitted share to be valued equal to the Merger Consideration. To the extent permitted by applicable law and consistent with fiduciary duties owed All remaining shares of Company Common Stock held by the trustees ESOP as of the Effective Time shall be exchanged for the Merger Consideration within the ESOP in accordance with Section 2.5(a). After repayment of the outstanding ESOP Loan and the exchange of the shares of Company ESOPCommon Stock for the Merger Consideration, promptly the cash received upon conversion of the remaining Suspense Shares shall be deemed to be earnings and shall be allocated to ESOP participants’ accounts as earnings. Promptly, after the Effective Timeexecution of this Agreement, the trustees of the Company ESOP shall sell will take such actions as may be necessary to request a sufficient number of shares of Parent Common Stock received favorable determination letter with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale ESOP’s termination. No benefit distributions shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds be made from such sale to the payment of the ESOP indebtedness. Any remaining shares without the prior written consent of Parent Common Stock and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to before the IRS for issues a favorable determination letter on with respect to the tax-qualified status of the Company ESOP on termination, except that distributions from the ESOP may be made earlier if required by law or upon the occurrence of the ESOP participant’s retirement, death, disability or termination and of employment or any amendments made other event, other than plan termination, that requires a distribution from the ESOP. The Company also shall take such other actions in furtherance of terminating the ESOP as Parent may reasonably request prior to the Company ESOP in connection with its termination or otherwiseClosing, if such amendments have not previously received a favorable determination letter from including the IRS with respect to their qualification under Code Section 401(a). Any adoption of amendments to the Company ESOP requested by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment datesESOP. Notwithstanding the foregoing, the Company and Patriot Standard Bank may will continue to make a contribution to, and regularly scheduled payments on the loan to, ESOP Loan and related share allocations through the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the MergerTermination Date.

ESOP Matters. The (a) Prior to the Closing Date, the Company Employee Stock Ownership Plan (shall take any and all actions and adopt such necessary resolutions to terminate the “Company ESOP”) shall be terminated ESOP effective as of the Effective Timedate immediately preceding the Closing Date and adopt such amendments to the ESOP to terminate the ESOP and effectuate the provisions of this Section 6.7. To The ESOP amendments shall provide that (i) all ESOP participant accounts shall be fully vested, (ii) no new participants will be admitted to the extent permitted by applicable law ESOP on or after the ESOP termination date, and consistent (iii) no additional benefits shall accrue to any ESOP participant with fiduciary duties owed respect to services performed on or after the Closing Date. The form and substance of all such resolutions and amendments shall be subject to the review and approval of Parent, which shall not be unreasonably withheld, and the Company shall deliver to Parent an executed copy of the resolutions and amendments as soon as practicable following their adoption by the trustees Board of Directors of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from fully comply with such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock resolutions and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. amendments. (b) In connection with the termination of the Company ESOPESOP and the Merger, the Company shall promptly apply cause all outstanding indebtedness of the ESOP (including any ESOP Loan) to be satisfied in full at least five (5) business days prior to the Closing Date. The Company will cancel or offset the ESOP Loan (including accrued interest thereon) in exchange for unallocated shares attributable to the ESOP Loan having an aggregate fair market value that is not more than the outstanding amount of the ESOP Loan plus accrued interest. This will result in the cancellation of both the loan receivable and payable on the books of the Company. Any remaining shares of Company Common Stock held by the ESOP trust after repayment of the ESOP Loan shall be converted into shares of Parent Common Stock in accordance with Section 1.5 hereof, and the balance of the unallocated shares and any other unallocated assets remaining in the ESOP’s suspense account after satisfaction of the ESOP Loan and conversion of the shares of Company Common Stock into Parent Common Stock shall be allocated as earnings to the accounts of the ESOP participants who are employed as of the date of termination of the ESOP based on their account balances under the ESOP as of such date. For the avoidance of doubt, the immediately preceding sentence shall have no effect if there are no such unallocated shares or any other unallocated assets remaining in the ESOP’s suspense account. Prior to the Closing Date, the Company shall provide Parent documentary evidence sufficient to show that all outstanding indebtedness of the Company ESOP (including any ESOP Loan) has been satisfied in full. (c) As soon as practicable after the Closing Date, Parent shall file or cause to be filed all necessary documents with the IRS for a favorable determination letter on the tax-qualified status for termination of the Company ESOP on termination and any amendments made to ESOP. As soon as practicable following the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received receipt of a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to regarding the Company qualified status of the ESOP requested by upon its termination, the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRSparticipant or beneficiary may direct. Prior to the Effective Timedistribution of account balances in the ESOP, Company Parent shall take any and Company Bank shall make contributions toall actions as may be required, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect including amendments to the period beginning January 1, 2004, up Parent 401(k) Plan to and including permit each Continuing Employee to make rollover contributions of “eligible rollover distributions” (within the Effective Time (or a date prior to meaning of Section 401(a)(31) of the Effective TimeCode) at the time of such distribution from the ESOP in an amount not in excess of equal to the limitations prescribed by full account balance distributed to such Continuing Employee from the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the MergerParent 401(k) Plan.

ESOP Matters. The Company Employee Stock Ownership Plan shall take or cause to be taken all such actions as may be necessary to effect the actions set forth below relating to the ESOP prior to or simultaneous with the Closing, as applicable. Effective as of the fifth (5th) business day before the Closing, the ESOP shall be terminated (the “Company ESOPESOP Termination Date”) in accordance with the requirements of the ESOP plan and trust document provisions and applicable law (including but not limited to the freezing of ESOP participation and full vesting of participants). The Company shall direct the repayment of any outstanding ESOP debt in full (including ESOP loan(s) and accrued interest) by directing the ESOP trustee to first use any cash remaining in the suspense account to repay such ESOP debt and then, if and as necessary, to remit a sufficient number of Suspense Shares back to the Company to repay any remaining ESOP debt in full. All remaining shares of Company Common Stock held by the ESOP as of immediately prior to the Effective Time, including any unallocated shares held in the ESOP suspense account (which shall not include any shares of Company Common Stock used to repay or forgive the ESOP loan), shall be terminated converted into the right to receive the Merger Consideration. All remaining shares of Company Common Stock held by the ESOP which had been unallocated (or the proceeds from the sale thereof, if applicable) as of the Effective Time. To Time shall be allocated among the extent permitted by applicable law and consistent accounts of the ESOP participants with fiduciary duties owed undistributed account balances at the Effective Time who are employed by the trustees of the Company ESOP, promptly after at the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect and in proportion to the Company Common Stock held, unallocated, in the suspense account in the Company balances credited to their accounts immediately prior to such allocation and distributed to ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock and cash held in the suspense account participants after the repayment receipt of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. In connection with the termination of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on from the IRS. No benefit distributions shall be made from the ESOP without the prior written consent of Buyer before the IRS issues a favorable determination letter with respect to the tax-qualified status of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested unless otherwise required by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRSlaw. Prior to the Effective Time, Company shall take all such actions as are necessary to submit the application for favorable determination letter in advance of the Closing (and Company Bank shall make contributions to, and payments on to provide Buyer with the loan of, opportunity to review the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make application for a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time favorable determination letter at least twenty (or a date 20) days prior to the filing date with the IRS), and following the Closing, Buyer shall use its best efforts in good faith to obtain such favorable determination letter as promptly as possible (including, but not limited to, making such changes to the ESOP as may be required by the IRS as a condition to its issuance of a favorable determination letter). The Company, Company Bank, and following the Effective Time) in an amount not in excess of , Buyer, will adopt such amendments to the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making provisions of this Section 6.18. Promptly following the receipt of a favorable determination letter from the IRS regarding the qualified status of the contribution described ESOP upon its termination, the account balances in the preceding sentence ESOP shall be distributed to participants and to effect the allocation of such Company beneficiaries in accordance with ESOP contribution Plan and any Company ESOP earnings resulting from the MergerTrust provisions and applicable law.

ESOP Matters. The (a) Prior to the Closing Date, the Company Employee Stock Ownership Plan (shall take any and all actions and adopt such necessary resolutions to terminate the “Company ESOP”) shall be terminated ESOP effective as of the Effective Timedate immediately preceding the Closing Date and adopt such amendments to the ESOP to terminate the ESOP and effectuate the provisions of this Section 5.12. To The ESOP amendments shall provide that (i) all ESOP participant accounts shall be fully vested, (ii) no new participants will be admitted to the extent permitted by applicable law ESOP on or after the ESOP termination date, and consistent (iii) no additional benefits shall accrue to any ESOP participant with fiduciary duties owed respect to services performed on or after the Closing Date. The form and substance of all such resolutions and amendments shall be subject to the review and approval of Parent, which shall not be unreasonably withheld, and the Company shall deliver to Parent an executed copy of the resolutions and amendments as soon as practicable following their adoption by the trustees Board of Directors of the Company ESOP, promptly after the Effective Time, the trustees of the Company ESOP shall sell a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds of such sale shall equal or exceed the then outstanding ESOP indebtedness and shall apply the proceeds from fully comply with such sale to the payment of the ESOP indebtedness. Any remaining shares of Parent Common Stock resolutions and cash held in the suspense account after the repayment of the ESOP indebtedness shall be allocated to the ESOP participants in accordance with the terms of the Company ESOP and applicable laws and regulations. amendments. (b) In connection with the termination of the Company ESOPESOP and the Merger, the Company shall promptly apply cause all outstanding indebtedness of the ESOP (including any ESOP Loan) to be satisfied in full at least five (5) Business Days prior to the Closing Date. The Company will cancel or offset the ESOP Loan (including accrued interest thereon) in exchange for unallocated shares attributable to the ESOP Loan having an aggregate fair market value that is not more than the outstanding amount of the ESOP Loan plus accrued interest. This will result in the cancellation of both the loan receivable and payable on the books of the Company. Any remaining shares of Company Common Stock held by the ESOP trust after repayment of the ESOP Loan shall be converted into shares of Parent Common Stock in accordance with Section 3.01(a) hereof, and the balance of the unallocated shares and any other unallocated assets remaining in the ESOP’s suspense account after satisfaction of the ESOP Loan and conversion of the shares of Company Common Stock into Parent Common Stock be allocated as earnings to the accounts of the ESOP participants who are employed as of the date of termination of the ESOP based on their account balances under the ESOP as of such date. Prior to the Closing Date, the Company shall provide Parent with documentary evidence sufficient to show that all outstanding indebtedness of the Company ESOP (including any ESOP Loan) has been satisfied in full. (c) As soon as practicable after the date of this Agreement but prior to the Closing Date, the Company shall file or cause to be filed all necessary documents with the IRS for a determination letter for termination of the ESOP. The Company, and following the Effective Time, Parent, shall adopt any amendments to the ESOP as may be reasonably required by the IRS as a condition to granting such favorable determination letter on termination. As soon as practicable following the tax-qualified status receipt of the Company ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to regarding the Company qualified status of the ESOP requested by upon its termination, the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances of participants in the Company ESOP will shall either be distributed to participants and beneficiaries or transferred to an eligible tax-qualified retirement plan or individual retirement account as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank participant or beneficiary may make a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Mergerdirect.

ESOP Matters. The Company Employee Stock Ownership Plan (a) Auric may, in its sole discretion, amend the “Company ESOP”ESOP prior to the Closing Date, provided that such amendment shall not result in failure of the ESOP to qualify under Section 401(a) of the Internal Revenue Code of 1986. Auric shall be terminated furnish OMG with copies of such amendments. (b) Auric shall, prior to the Closing Date, terminate the ESOP effective as of the Effective TimeClosing Date. To The effect of termination shall be vesting of all participant accounts as of the extent permitted by applicable law Closing Date and consistent distribution of participant ESOP account balances as soon as practicable following the Closing Date. (c) The Surviving Corporation shall not amend the ESOP after the Closing Date except with fiduciary duties owed respect to remedial amendments required by the trustees Internal Revenue Service as a condition for determination by the Internal Revenue Service that the ESOP has at all times been a qualified plan under Section 401(a) of the Company ESOPInternal Revenue Code. (d) The Surviving Corporation shall, promptly after the Effective TimeClosing Date, apply to the trustees Internal Revenue Service for a determination that the ESOP is a qualified plan under Section 401(a) of the Company ESOP Internal Revenue Code as of termination of the ESOP. The Surviving Corporation shall sell make any remedial amendments required by the Internal Revenue Service as a sufficient number of shares of Parent Common Stock received with respect to the Company Common Stock held, unallocated, in the suspense account in the Company ESOP such that the proceeds condition of such sale shall equal or exceed determination. (e) The Surviving Corporation shall, within sixty (60) days after the then outstanding ESOP indebtedness and shall apply receipt of a favorable determination letter from the proceeds from such sale to the payment of Internal Revenue Service, cause the ESOP indebtedness. Any remaining shares to distribute participant ESOP account balances to ESOP participants and beneficiaries or the trustee of Parent Common Stock and cash held in the suspense account after the repayment of an Eligible Retirement Account designated by such ESOP participants or beneficiaries. (f) The Surviving Corporation shall, within sixty (60) days following receipt by the ESOP indebtedness shall be allocated to the ESOP participants of any Merger Consideration in accordance with the terms of the Company Escrow Agreement, cause the ESOP and applicable laws and regulations. In connection with the termination to allocate such Merger Consideration to participant ESOP account balances in proportion to such balances as of the Company ESOP, the Company shall promptly apply to the IRS for a favorable determination letter on the tax-qualified status of the Company Closing Date and distribute such participant ESOP on termination and any amendments made to the Company ESOP in connection with its termination or otherwise, if such amendments have not previously received a favorable determination letter from the IRS with respect to their qualification under Code Section 401(a). Any amendments to the Company ESOP requested by the IRS prior to the Effective Time shall be adopted by Company and Company Bank, and any amendments requested by the IRS after the Effective Time shall be adopted by Parent if upon advice of legal counsel to Parent that such amendments are appropriate. Any and all distributions from the Company ESOP after its termination shall be made consistent with the aforementioned determination letter from the IRS. The account balances to ESOP participants and beneficiaries or the trustee of an Individual Retirement Account designated by such ESOP participants in the Company ESOP will be distributed as soon as practicable after the later of (a) the Effective Time and (b) the receipt of a favorable determination letter for termination of the Company ESOP from the IRS. Prior to the Effective Time, Company and Company Bank shall make contributions to, and payments on the loan of, the Company ESOP consistent with past practices on regularly scheduled payment dates. Notwithstanding the foregoing, the Company and Patriot Bank may make a contribution to, and payments on the loan to, the Company ESOP with respect to the period beginning January 1, 2004, up to and including the Effective Time (or a date prior to the Effective Time) in an amount not in excess of the limitations prescribed by the Internal Revenue Code. The Company and Patriot Bank may amend the Company ESOP to effect the making of the contribution described in the preceding sentence and to effect the allocation of such Company ESOP contribution and any Company ESOP earnings resulting from the Mergerbeneficiaries.