Common use of ESOP Matters Clause in Contracts

ESOP Matters. Seller’s ESOP shall be terminated by Seller in accordance with its terms effective as of the Effective Time and Seller shall make all other appropriate amendments thereto necessary to effectuate such ESOP termination. Seller shall continue to make contributions to the ESOP in accordance with applicable accruals and in the ordinary course of business as disclosed in Section 3.01(t) of the Seller Disclosure Schedule. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Each Seller Share held in the ESOP shall be converted into the Merger Consideration The Merger Consideration received with respect to the unallocated Seller Shares held in the ESOP shall first be used to repay the then outstanding balance of the ESOP loan in its entirety, with the excess amount of the Merger Consideration received with respect to the unallocated Seller Shares to be allocated proportionately to all holders of ESOP accounts based on their account balances as of the beginning of the plan year in which the ESOP is terminated. As soon as practicable after the date hereof, Seller shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the termination of the ESOP. Prior to the Effective Time, Seller and, following the Effective Time, Buyer shall use their reasonable best efforts to obtain such favorable determination letter as promptly as practicable (including, but not limited to, adopting such amendments to the 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 Effective Time or the receipt of a favorable determination letter from the IRS 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 rolled over to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer shall permit Continuing Employees to rollover their account balances in the ESOP to the Buyer’s Employee Stock Ownership and 401(k) Plan.

ESOP Matters. Seller’s ESOP Employee Stock Ownership Plan (the “ESOP”) shall be terminated by Seller in accordance with its terms effective as of the Effective Time and Seller shall make all other appropriate amendments thereto necessary to effectuate such ESOP termination. Seller shall continue to make contributions to the ESOP in accordance with applicable accruals and in the ordinary course of business as disclosed in Section 3.01(t) of the Seller Disclosure Schedule. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Each Any Seller Share Shares held in the ESOP shall be converted into the Common Stock Merger Consideration The Merger Consideration received with respect and shall be allocated to the unallocated Seller Shares held accounts of ESOP participants who have account balances in the ESOP shall first be used to repay in accordance with the then outstanding balance applicable provisions of the ESOP loan in its entirety, with the excess amount of the Merger Consideration received with respect to the unallocated Seller Shares to be allocated proportionately to all holders of ESOP accounts based on their account balances as of the beginning of the plan year in which the ESOP is terminatedESOP. As soon as practicable after the date hereofpracticable, Seller shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the termination of the ESOP. Prior to the Effective Time, Seller and, following the Effective Time, Buyer shall use their reasonable best efforts to obtain such favorable determination letter as promptly as practicable (including, but not limited to, adopting such amendments to the 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 Effective Time or the receipt of a favorable determination letter from the IRS 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 rolled over transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer shall permit Continuing Employees to rollover their account balances in the ESOP to the Buyer’s Buyer Employee Stock Ownership and 401(k) Plan.

ESOP Matters. Seller’s ESOP The Company Bank Employee Stock Ownership Plan (the “ESOP”) shall be terminated by Seller the Company Bank in accordance with its terms effective as of the Effective Time and Seller shall make all other appropriate amendments thereto necessary unless the Parent notifies the Company Bank of its intention to effectuate such ESOP termination. Seller shall continue to make contributions to the ESOP in accordance with applicable accruals and in after the ordinary course of business Effective Time as disclosed set forth in Section 3.01(t) of the Seller Disclosure Schedule7.7. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Each Seller Share Any shares of Company Common Stock held in the ESOP shall be converted into the Merger Consideration The Merger Consideration received with respect and shall be allocated as earnings to the unallocated Seller Shares held accounts of ESOP participants who have account balances in the ESOP shall first be used to repay in accordance with the then outstanding balance applicable provisions of the ESOP loan in its entirety, with the excess amount of the Merger Consideration received with respect to the unallocated Seller Shares to be allocated proportionately to all holders of ESOP accounts based on their account balances as of the beginning of the plan year in which the ESOP is terminatedESOP. As soon as practicable after the date hereofEffective Time, Seller the Parent shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the for termination of the ESOP. Prior to the Effective Time, Seller and, following the Effective Time, Buyer shall use their reasonable best efforts to obtain such favorable determination letter as promptly as practicable (including, but not limited to, adopting such amendments to the 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 Effective Time or the receipt of a favorable determination letter from the IRS 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 rolled over transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer shall Parent agrees to permit Continuing Employees to rollover the cash portion of their account balances in the ESOP to the Buyer’s Employee Stock Ownership and Parent 401(k) Plan.

ESOP Matters. Seller’s ESOP The Company Employee Stock Ownership Plan (the “ESOP”) shall be terminated by Seller the Company in accordance with its terms effective as of the Effective Time and Seller shall make all other appropriate amendments thereto necessary to effectuate such ESOP termination. Seller shall continue to make contributions to the ESOP in accordance with applicable accruals and in the ordinary course of business as disclosed in Section 3.01(t) of the Seller Disclosure ScheduleTime. The accounts of all participants and beneficiaries in the ESOP as of the Effective Time shall become fully vested as of the Effective Time. Each Seller Share Any shares of Company Common Stock held in the ESOP shall be converted into the Merger Consideration The Merger Consideration received with respect and shall be allocated as earnings to the unallocated Seller Shares held accounts of ESOP participants who have account balances in the ESOP shall first be used to repay in accordance with the then outstanding balance applicable provisions of the ESOP loan in its entirety, with the excess amount of the Merger Consideration received with respect to the unallocated Seller Shares to be allocated proportionately to all holders of ESOP accounts based on their account balances as of the beginning of the plan year in which the ESOP is terminatedESOP. As soon as practicable after the date hereofEffective Time, Seller the Parent shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the for termination of the ESOP. Prior to the Effective Time, Seller and, following the Effective Time, Buyer shall use their reasonable best efforts to obtain such favorable determination letter as promptly as practicable (including, but not limited to, adopting such amendments to the 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 Effective Time or the receipt of a favorable determination letter from the IRS 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 rolled over transferred to an eligible tax-qualified retirement plan or individual retirement account as a participant or beneficiary may direct. Buyer shall Parent agrees to permit Continuing Employees continuing employees to rollover the cash portion of their account balances in the ESOP to the BuyerParent’s Employee Stock Ownership and 401(k) Plan. During the period from the date of this Agreement to the Effective Time, Company shall refrain from allocating any additional shares of Company Common Stock under the ESOP, except as required by the ESOP and the applicable ESOP loan documents.