Common use of ESOP Clause in Contracts

ESOP. As soon as practicable and in no event later than five (5) Business Days before Closing, 3rd Fed Bank shall adopt an amendment to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing that, upon the Closing and subject to the consummation of the Merger, (i) the ESOP shall be terminated as of the Closing Date, (ii) no new participants shall be admitted to the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) to the extent feasible, but in no case prior to the Determination Date, the Trustee of the ESOP shall sell prior to the Effective Time a number of shares of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization schedule.

ESOP. As soon as practicable and in no event later than five (5) Business Days before Closingof the Effective Date, 3rd Fed Bank shall adopt an amendment to the ESOP Montgomery Financial Corporation Employee Stock Ownership Plan (the “"XXX XXXX") shall be terminated, all shares of MFC Common Stock held by the MFC ESOP Amendment”) consistent with shall be converted into rights to receive the Consideration in respect thereof, all outstanding indebtedness of the MFC ESOP plan document at Section 8.2(c) shall be repaid, any assets remaining in the suspense fund under the MFC ESOP shall be allocated to Participants' account as in effect earnings as of the date Effective Date, under the MFC ESOP, and the net assets of this Agreement providing thatthe MFC ESOP shall be distributed to Participants under the MFC ESOP and their beneficiaries, upon the Closing and subject to the consummation receipt of a favorable determination letter from the MergerIRS and except as otherwise required by applicable law. Prior to the Effective Time, MFC shall be entitled to make payments when due on the MFC ESOP loan to the extent such payments (i) are fully deductible for tax purposes as contributions to the ESOP, (ii) do not adversely affect the qualified status of the MFC ESOP, and (iii) reflect a contribution level consistent with past practice calculated on a pro rata basis for the partial plan year period (which contribution shall only apply to the taxable cash compensation of employee/participants excluding any severance payments arising from any of the transactions contemplated by this Agreement). MFC and Montgomery shall make all amendments to the MFC ESOP required to pxxxxx xxx actions described in this Section 6.19. MFC, through its counsel, after consultation with UCB and its counsel, shall file the notifications or applications with the IRS necessary to comply with the provisions of this Section 6.19. If for any reason the IRS will not permit the MFC ESOP to be terminated or distributions be made to employees of MFC and its Subsidiaries as provided above unless the MFC ESOP is amended, MFC may make such required amendment; provided, however, that (i) no such amendment shall require or have the effect of requiring UCB or its Subsidiaries to make any contributions to the Closing DateMFC ESOP at or after the Effective Time, (ii) no new participants such amendment shall be admitted require or have the effect of requiring MFC or its Subsidiaries to make any additional contributions to the MFC ESOP after at or prior to the ClosingEffective Time, (iii) all ESOP participants’ accounts any such amendment shall be fully vested and 100% non-forfeitable on and after conditioned upon its not having an adverse effect upon the Closingqualified status of the MFC ESOP under Section 401(a) of the Code, and (iv) no such amendment shall require or have the effect of requiring the continuation of the MFC ESOP after the Effective Date except to the extent feasible, but in no case prior to and for so long as the Determination Date, MFC ESOP may be so continued without having an adverse effect on the Trustee of the ESOP shall sell prior to the Effective Time a number of shares of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with qualified status under Section 8.2(c401(a) of the ESOP Code of any other employee pension benefit plan document as in effect as of the date UCB or a Subsidiary of the Agreement, including UCB that all employer contributions, dividends on company stock and earnings on participant account assets paid is intended to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization scheduleso qualified.

ESOP. As UCBC shall take any such actions as are necessary to ensure that (i) all UCBC employees who are participants in the UCBC ESOP have the opportunity to complete an Election Form and to vote with respect to the Company Merger, (ii) the ESOP trustee has the authority necessary to sell or exchange the UCBC stock held by the ESOP and to otherwise participate in the transactions contemplated by this Agreement, and (iii) no violation of ERISA or the Code occurs in the termination of the ESOP, the ESOP’s sale or exchange of the UCBC stock held by the ESOP, or the transactions contemplated by this Agreement, that cannot be cured to the satisfaction of the Service. Additionally, UCBC shall take any such actions as are necessary to ensure that, as of the Effective Time or as soon as practicable and in no event later than five (5) Business Days before Closingthereafter, 3rd Fed Bank shall adopt an amendment subject to receipt of a favorable ruling of the Service with respect to the ESOP (the “ESOP Amendment”) consistent with termination of the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing that, and conditioned upon the Closing and subject to the consummation of the MergerMergers, the UCBC ESOP shall be terminated, all shares of UCBC Common Stock held by the UCBC ESOP shall be converted into rights to receive the 41 Merger Consideration in respect thereof, to the extent consistent with Section 8.7(j) of the ESOP, all outstanding indebtedness of the UCBC ESOP shall be repaid using: (i) unallocated UCBC shares held by the UCBC ESOP or the Cash Consideration received for such unallocated shares, to the extent allowed by applicable law, (ii) all amounts held in the suspense account, and (iii) finally with such other payments as determined appropriate by UCBC and MainSource, any assets remaining in the suspense fund under the UCBC ESOP after payment of all outstanding indebtedness and other liabilities of the ESOP shall be terminated as allocated to the contribution accounts of the Closing DateUCBC employees who are participants in the ESOP, and the net assets of the UCBC ESOP shall be distributed to such participants under the UCBC ESOP, subject to the receipt of a favorable determination letter from the Service and except as otherwise required by applicable law. UCBC shall file the notifications or applications with the Service necessary to comply with the provisions of this Section 6.14, subject to MainSource’s prior review and approval of such notifications and applications. If for any reason the Service will not permit the UCBC ESOP to be terminated or distributions to be made to employees of UCBC as provided above unless the UCBC ESOP is amended, UCBC may make such required amendments; provided, however, that (i) no such amendment shall require or have the effect of requiring MainSource to make any contributions to the UCBC ESOP after the Effective Time; (ii) no new participants such amendments shall be admitted require or have the effect of requiring UCBC to make any contributions to the UCBC ESOP after at or prior to the Closing, Effective Time in addition to any contributions that otherwise would be required; (iii) all ESOP participants’ accounts any such amendment shall be fully vested and 100% non-forfeitable on and after conditioned upon its not having an adverse effect upon the Closingqualified status of the UCBC ESOP under Section 401(a) of the Code, and (iv) no such amendment shall require or have the effect of requiring the continuation of the UCBC ESOP after the Effective Time except to the extent feasible, but in and for so long as the UCBC ESOP may be so continued without having an adverse effect on the qualified status under Section 401(a) of the Code of any other employee pension benefit plan of MainSource that is intended to be so qualified. UCBC shall make no case prior contributions to the Determination Date, UCBC ESOP between the Trustee of the ESOP shall sell prior to date hereof and the Effective Time a number of shares of TF Financial Common Stock held in other than such as may be required to maintain the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) tax-qualified status of the UCBC ESOP plan document as in effect as of or to enable the date of UCBC ESOP to make required payments on the Agreement, including that all employer contributions, dividends on company loans currently outstanding to it. With respect to UCBC stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all each ESOP participant, said participants shall be entitled to vote on the approval and adoption of this Agreement and shall be entitled to select the Merger Consideration, similar to any other shareholder of UCBC. Unallocated UCBC stock held by the ESOP shall be voted by the ESOP Trustee as provided in the ESOP; however, only Cash Consideration shall be paid for the unallocated UCBC stock held by the ESOP. Before the adoption of any amendment of the date ESOP, UCBC shall first submit the amendment to MainSource for its review and approval. Throughout the ESOP termination process, UCBC shall keep MainSource timely informed of termination the planning for and occurrence of the transactions involved in the termination. Subsequent to the Effective Time, Merger Corp shall be the successor of UCBC with respect to the ESOP and Merger Corp shall hold all authority necessary to terminate the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization scheduleotherwise provided herein.

ESOP. As soon as practicable after the execution of ---- this Agreement, Citco and TCB will use their reasonable best efforts to take such actions as may be necessary or advisable to terminate the TCB Employee Stock Ownership Plan ("ESOP") at the Effective Time. Between the date hereof and the Effective Time, the existing TCB ESOP indebtedness will be paid in no event later than five (5) Business Days before Closingaccordance with the current debt repayment schedule, 3rd Fed Bank shall adopt an amendment and TCB or TCF may make the contributions to the TCB ESOP (as is allowable under applicable provisions of the “Internal Revenue Code to fund such payments which must be approved by Citco. Any indebtedness of the TCB ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect remaining as of the date Effective Time shall be repaid from the related trust, in accordance with Section 17.3 of this Agreement providing the TCB ESOP provided, however, that (i) any related sale or distribution of shares by the TCB ESOP shall be effected in accordance with the requirements of federal and any applicable state securities laws and regulations, and (ii) all distributions from the TCB ESOP after the Effective Time shall be in cash. Upon the repayment of the TCB ESOP loan, the remaining funds in the TCB ESOP suspense account will be allocated (to the extent permitted by Sections 401(a), 415, 4975, and other applicable provisions of the Internal Revenue Code) to TCB ESOP participants, as determined under the terms of the TCB ESOP. TCB and TCF are authorized to file as soon as possible a determination application with the Internal Revenue Service regarding the tax qualification of the TCB ESOP upon termination. TCB and Citco agree that, upon the Closing and subject to the conditions described herein and the receipt of a favorable Internal Revenue Service determination letter as soon as practicable after the Effective Time and repayment of the TCB ESOP loan, participants in the TCB ESOP shall be entitled at their election to have the amounts in the TCB ESOP accounts either distributed to them in a lump sum or rolled over to another tax-qualified plan (including Citco plans to the extent permitted by Citco) or individual retirement account. The actions relating to termination of the TCB ESOP will be adopted conditioned upon the consummation of the Merger. As of and following the Effective Time, (i) Citco shall cause the TCB ESOP shall to be terminated as maintained for the exclusive benefit of the Closing Date, (ii) no new employees and other persons who are participants shall be admitted to the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) to the extent feasible, but in no case prior to the Determination Date, the Trustee of the ESOP shall sell or beneficiaries therein prior to the Effective Time a number and proceed with termination of shares the TCB ESOP through distribution of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated its assets in accordance with this Section 8.2(c) of the ESOP plan document 8.14 and as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid otherwise may be required to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance comply with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization scheduleapplicable law.

ESOP. The ESOP shall receive the Per Share Cash Distribution in exchange for its shares of Company Common Stock. As soon as practicable and in no event later than five (5) Business Days before Closing, 3rd Fed Bank shall adopt an amendment to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing thatEffective Time, upon the Closing Reliance Savings Bank Employee Stock Ownership Plan ("ESOP") shall be terminated as Acquiror and subject to the consummation of Company shall mutually determine, and the Mergerloan between Reliance Bancshares, (i) Inc. and the ESOP shall be terminated as of the Closing Date, (ii) no new participants shall be admitted to repaid in full with cash consideration received by the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) with respect to the extent feasible, but in no case prior to the Determination Date, the Trustee of the ESOP shall sell prior to the Effective Time a number of unallocated shares of TF Financial Company Common Stock held in a suspense account under the ESOP. Any cash consideration received with respect to such Company Common Stock held in the ESOP suspense account to under the extent necessary to obtain cash proceeds at least equal to the ESOP, remaining ESOP indebtednessafter such repayment, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the ESOP accounts of all those Company Employees who are ESOP participants as of and beneficiaries ("ESOP participants") in accordance with the date of termination terms of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust amended with respect to any company stock remaining as collateral on any acquisitions loans which such termination. All ESOP participants shall be exchanged fully vest and have a nonforfeitable interest in their accounts under the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust ESOP, determined as of the date Effective Time. As soon as practicable after the receipt of termination of a favorable determination letter from the ESOP. 3rd Fed Bank shall continue to accrue and make contributions IRS as to the ESOP for the plan year ending as of the date of termination tax qualified status of the ESOP in accordance with upon its termination under Sections 401(a) and 4975(e) of the share acquisition loan amortization schedule in effect as Code (the "Final Determination Letter"), distribution of the benefits under the ESOP shall be made to ESOP participants. From and after the date of this Agreement, including and in anticipation of such determination and distribution, Acquiror, Company and their respective representatives, prior to the Effective Time, and Acquiror and its representatives after the Effective Time, shall use their best efforts to apply for and obtain such favorable Final Determination Letter from the IRS. In the event that Acquiror, Company and their respective representatives prior to the Effective Time, and Acquiror and its representatives after the Effective Time, reasonably determine that the ESOP cannot obtain a pro rata contribution for any partial contribution period ending favorable Final Determination Letter, or that the amounts held therein cannot be so applied, allocated or distributed without causing the ESOP to lose its tax qualified status, the Company prior to the Effective Time, and Acquiror after the Effective Time, shall take such action as they may determine with respect to the distribution of benefits to the termination date ESOP participants, provided that the assets of the ESOP shall be held or paid for the benefit of the ESOP participants, and provided further that in no event shall any portion of the amounts held in the ESOP revert, directly or indirectly to the extent necessary for the ESOP Trustee Company or any affiliate thereof or to meets its obligations under the loan amortization scheduleAcquiror or any affiliate thereof.

ESOP. As soon as practicable and in no event No later than five ten (510) Business Days calendar days before the Closing Date, Prairie shall or shall cause the Bank to adopt, contingent upon the Closing, 3rd Fed Bank such resolutions and/or amendments (and take any other required action) to amend the ESOP to provide that: (a) the ESOP shall adopt an amendment be “frozen” as of the Closing such that no new participants shall enter the plan, no further vesting credit shall accrue, and no additional contributions shall be made to the ESOP; (b) all ESOP participants shall become immediately and 100% vested in their accounts; (c) the aggregate Merger Consideration received by the ESOP Trustees with respect to the unallocated Prairie Stock held in the ESOP to first be applied to the full repayment of the exempt ESOP loan (the “ESOP AmendmentLoan”) consistent with ), as described Code §4975(d)(3), the ESOP plan document at Section 8.2(c) as proceeds of which were used to acquire the Prairie Stock, and thereafter to be properly allocated in effect as a manner permissible by the IRS and for the exclusive benefit of participants in the date of this Agreement providing that, upon the Closing and subject to the consummation of the Merger, ESOP; (id) the ESOP shall be terminated immediately following the Closing; and (e) that a committee as of determined or appointed by EQBK shall be responsible for administering the ESOP during the period following the Closing Date, (ii) no new participants shall be admitted to the ESOP after the Closing, (iii) until all ESOP participants’ accounts shall be of its assets are fully vested and 100% non-forfeitable on and after the Closing, and (iv) to the extent feasible, but distributed in no case prior to the Determination Date, the Trustee of the ESOP shall sell prior to the Effective Time a number of shares of TF Financial Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of complete termination of the ESOP. 3rd Fed Bank No later than on the Closing Date, EQBK shall continue appoint one or more individual Trustees or a corporate Trustee to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of administer the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date terms of the ESOP Trust. Any corporate Trustee shall be a directed Trustee who shall perform its duties pursuant to written instructions from an EQBK authorized officer or the ESOP committee member, including, but not limited to, any sale of EQBK Class A Stock held in the ESOP Trust. Following the Closing, EQBK shall prepare and file or cause to be filed all necessary documents with the IRS for a determination letter with respect to the extent necessary for termination of the ESOP. As soon as practicable following the receipt of a favorable determination letter from the IRS regarding the qualified status of the ESOP Trustee upon its termination, the account balances in the ESOP shall be distributed to meets its obligations under the loan amortization scheduleparticipants and beneficiaries.

ESOP. The Liberty Bank Employee Stock Ownership Plan (the "ESOP") shall be terminated by Liberty as of, or prior to, the Merger Effective Date. In connection therewith, any loan outstanding to the ESOP shall be paid off in full and, thereafter, all funds of the ESOP shall be fully allocated to participant accounts, prior to the date of such termination. In addition, the accounts of participants shall be fully vested upon the date of such termination. As soon as practicable and in no event later than five (5) Business Days before Closing, 3rd Fed Bank shall adopt an amendment to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the date of this Agreement providing that, upon the Closing and subject to the consummation of the Merger, (i) the ESOP shall be terminated as of the Closing Date, (ii) no new participants shall be admitted to the ESOP after the Closingfunds are fully allocated to participant accounts, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closing, and (iv) receipt of a favorable determination letter from the IRS as to the extent feasibletax-qualified status of the ESOP under section 401(a) of the IRC upon plan termination, but in no case prior before the Merger Effective Date, all remaining account balances shall be distributed to, or rolled over by, the participants. Prior to the Determination Merger Effective Date and thereafter, Liberty shall use its best efforts to apply for, and to obtain, such favorable determination letter from the IRS. If, before the Merger Effective Date, Liberty, and after the Trustee Merger Effective Date, Northfield, reasonably determines that the ESOP cannot obtain a favorable determination letter upon plan termination, or that the amounts held in the ESOP cannot be distributed without causing the ESOP to lose its tax-qualified status, then such party shall take such action as it may reasonably determine with respect to the distribution of benefits to the participants, provided that the assets of the ESOP shall sell prior to be held and paid exclusively for the Effective Time a number benefit of shares participants, and provided further that in no event shall any portion of TF Financial Common Stock the amount held in the ESOP suspense account revert, directly or indirectly, to Liberty or to Northfield. At the extent necessary to obtain cash proceeds at least equal to time distribution of ESOP benefits is made, on or after the remaining ESOP indebtednessMerger Effective Date, and to the extent amount thereof that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make constitutes an additional cash contribution to the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the Effective Time; "eligible rollover distribution" (v) as defined in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(csection 402(f)(2)(A)) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on IRC) may be rolled over by such participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date shall be allocated to the accounts of all ESOP participants as of the date of termination of the ESOP as if it were the next valuation date in accordance with the provisions of the ESOP; and all assets realized by the ESOP Trust with respect to any company stock remaining as collateral on qualified Northfield plan that permits rollover distributions or to any acquisitions loans which shall be exchanged in the Merger after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including a pro rata contribution for any partial contribution period ending as of the termination date of the ESOP to the extent necessary for the ESOP Trustee to meets its obligations under the loan amortization scheduleeligible individual retirement account.

ESOP. As soon as practicable and in no event later than five (5) Business Days before ClosingImmediately prior to the Effective Time, 3rd Fed Bank Seller shall adopt an amendment make to the ESOP (the “ESOP Amendment”) consistent with the ESOP plan document at largest contribution permitted by Section 8.2(c) as in effect as 415 of the date of this Agreement providing thatCode, upon which shall be allocated for the Closing and subject to plan year in which the consummation contribution is made. If the Effective Time is after March 31, 1999, Seller shall also make the largest contribution permitted by Section 415 of the MergerCode for the year ended March 31, 2000. However, (i) the amount of the contributions made pursuant to the preceding two sentences shall be used by the ESOP only to make payments on the then remaining unpaid loan balance owed by the ESOP only to the Seller, (ii) the amount of the foregoing contributions shall in no event exceed the then remaining unpaid loan balance, and (iii) amounts payable under the Amendment Agreements shall not be considered for the purpose of calculating the amount of the foregoing contributions. The ESOP shall receive the Merger Per Share Consideration in exchange for its shares of Seller Common Stock. As of the Effective Time, the ESOP shall be terminated as of BFC and the Closing Date, (ii) no new participants Seller shall be admitted to the ESOP after the Closing, (iii) all ESOP participants’ accounts shall be fully vested and 100% non-forfeitable on and after the Closingmutually determine, and (iv) to the extent feasibleremaining unpaid loan balance, but in no case prior to the Determination Dateif any, the Trustee of between Seller and the ESOP shall sell prior be repaid in full with consideration received by the ESOP with respect to the Effective Time a number of unallocated shares of TF Financial Seller Common Stock held in suspense account under the ESOP. Any cash consideration received with respect to such Seller Common Stock held in the ESOP suspense account to the extent necessary to obtain cash proceeds at least equal to the remaining ESOP indebtedness, and to the extent that such per share sale price for such ESOP shares is less than the per share Cash Consideration for such shares, then TF Financial shall make an additional cash contribution to under the ESOP so that the ESOP Trust shall not receive less than the per share Cash Consideration for remaining after such shares sold prior to the Effective Time; (v) in the event the cash sales proceeds from the TF Financial Common Stock in the ESOP suspense account are less than the then outstanding ESOP indebtedness, TF Financial or 3rd Fed Bank shall make an additional cash contribution to the ESOP so that the suspense account has sufficient cash to repay the then outstanding ESOP indebtedness; (vi) the ESOP Trustee shall use the cash proceeds from the sale of such TF Financial Common Stock and any cash contribution required by clause (v) above to repay in full all outstanding ESOP indebtedness, and (vii) the ESOP shall be terminated in accordance with Section 8.2(c) of the ESOP plan document as in effect as of the date of the Agreement, including that all employer contributions, dividends on company stock and earnings on participant account assets paid to the ESOP Trust or earned by the ESOP Trust since the most recent valuation date repayment shall be allocated to the ESOP accounts of all those employees of Seller and the Seller Subsidiaries who are ESOP participants and beneficiaries ("ESOP participants") in proportion to their ESOP account balances and in accordance with the terms of the ESOP as amended as hereinafter provided with respect to such termination. The ESOP shall be amended to provide that participation in the ESOP shall be limited to those who are ESOP participants as of the date Effective Date. All ESOP participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP, determined as of termination the Effective Time. As soon as practicable after the receipt of a favorable determination letter from the IRS as to the tax qualified status of the ESOP as if it were the next valuation date in accordance with the provisions upon its termination under Sections 401(a) and 4975(e) of the ESOP; and all assets realized by Code (the "Final Determination Letter"), distribution of the benefits under the ESOP Trust with respect to any company stock remaining as collateral on any acquisitions loans which shall be exchanged in the Merger made to ESOP participants. From and after repayment of all exempt loans shall have been made shall be allocated as ESOP Trust earnings to the accounts of all participants pro rata based on the total value of assets allocated to each participant’s account as a percentage of the total value of all assets allocated to all participant accounts held in the ESOP Trust as of the date of termination of the ESOP. 3rd Fed Bank shall continue to accrue and make contributions to the ESOP for the plan year ending as of the date of termination of the ESOP in accordance with the share acquisition loan amortization schedule in effect as of the date of this Agreement, including and in anticipation of such determination and distribution, BFC, Seller and their respective representatives, prior to the Effective Time, and BFC and its representatives, after the Effective Time, shall use their best efforts to apply for and obtain such favorable Final Determination Letter from the IRS. If BFC, Seller and their respective representatives, prior to the Effective Time, and BFC and its representatives, after the Effective Time, reasonably determine that the ESOP cannot obtain a pro rata contribution for any partial contribution period ending favorable Final Determination Letter, or that the amounts held therein cannot be so applied, allocated or distributed without causing the ESOP to lose its tax qualified status, the Seller, prior to the Effective Time, and BFC, after the Effective Time, shall take such action as they may determine with respect to the distribution of benefits to the termination date ESOP participants, provided that the assets of the ESOP shall be held or paid for the benefit of the ESOP participants, and provided further that in no event shall any portion of the amounts held in the ESOP revert, directly or indirectly, to the extent necessary for Seller or any affiliate thereof or to BFC or any affiliate or Subsidiary thereof in a manner contrary to the ESOP Trustee to meets its obligations under the loan amortization scheduleCode and ERISA.