Common use of ESOP Clause in Contracts

ESOP. With respect to the ESOP: (i) take all necessary actions to preserve and keep the ESOP in effect and comply in all material respects with the terms of the ESOP Plan; (ii) comply in all material respects with the Code and ERISA as applicable to the ESOP and with all other laws and regulations applicable thereto, (iii) furnish to the Agent as soon as practicable, copies of the ERISA annual reports, any ESOP valuation reports, IRS determination letter, notices, financial statements and repurchase liability studies; (iv) permit the Agent to examine the books, records and other documents relating to the properties and affairs of the ESOP in the possession of Borrower which it has authority to disclose and to make memorandum and extracts from such books, records and other documents, and discuss with any representative of the Agent the affairs, finances and accounts of the ESOP; (v) take all necessary actions to cause and permit the ESOP to pay and discharge from the assets of the ESOP all taxes, fees, assessments and governmental charges or levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior to the date on which penalties attach thereto, and pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Agent of any late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (vii) operate the ESOP to meet the requirements of (A) Section 410(b) of the Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) take all necessary actions to apply for and obtain a favorable determination letter from the IRS that the ESOP is tax-qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Code and is an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code; and (ix) Borrower will make contributions to the ESOP sufficient to enable the trustee of the ESOP to pay in a timely manner all scheduled principal and interest repayments due under the ESOP Loan.

ESOP. With respect to the ESOP: (i) take all necessary actions to preserve and keep the ESOP in effect and comply in all material respects with the terms As of the Effective Date, the Citizens Employee Stock Ownership Plan (the "Citizens ESOP") shall be terminated, all shares of Citizens Common Stock held by the Citizens ESOP Plan; (ii) comply shall be converted into rights to receive the Merger Consideration in respect thereof, all material respects with the Code and ERISA as applicable to the ESOP and with all other laws and regulations applicable thereto, (iii) furnish to the Agent as soon as practicable, copies outstanding indebtedness of the ERISA annual reportsCitizens ESOP shall be repaid, any assets remaining in the suspense fund under the Citizens ESOP valuation reports, IRS determination letter, notices, financial statements shall be allocated to Participants' Company Contribution Accounts under the Citizens ESOP either pursuant to Sections 4.2 and repurchase liability studies; (iv8.7(h) permit the Agent to examine the books, records and other documents relating to the properties and affairs of the Citizens ESOP in the possession case of Borrower amounts attributable to Company Contributions made prior to the Effective Date for the Plan Year which it has authority includes the Effective Date or pursuant to disclose and to make memorandum and extracts from such books, records and Section 8.7(j) of the Citizens ESOP in the case of any other documentsamounts, and discuss with any representative of the Agent the affairs, finances and accounts of the ESOP; (v) take all necessary actions to cause and permit the ESOP to pay and discharge from the net assets of the Citizens ESOP all taxesshall be distributed to Participants under the Citizens ESOP and their Beneficiaries, fees, assessments and governmental charges or levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior subject to the date on which penalties attach thereto, and pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Agent receipt of any late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (vii) operate the ESOP to meet the requirements of (A) Section 410(b) of the Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) take all necessary actions to apply for and obtain a favorable determination letter from the IRS that and except as otherwise required by applicable law. Citizens shall file the notifications or applications with the IRS necessary to comply with the provisions of this Section 6.16. If for any reason the IRS will not permit the Citizens ESOP to be terminated or distributions be made to employees of Citizens and its Subsidiaries as provided above unless the Citizens ESOP is tax-amended, Citizens may make such required amendment; provided, however, that (i) no such amendment shall require or have the effect of requiring Lincoln or its Subsidiaries to make any contributions to the Citizens ESOP at or after the Effective Time, (ii) no such amendment shall require or have the effect of requiring Citizens or its Subsidiaries to make any contributions to the Citizens ESOP at or prior to the Effective Time in addition to any contributions that otherwise would be required, (iii) any such amendment shall be conditioned upon its not having an adverse effect upon the qualified and tax-exempt under Sections 401(a) and 501(a), respectively, status of the Code and is an "employee stock ownership plan" within the meaning of Citizens ESOP under Section 4975(e)(7401(a) of the Code; , and (ixiv) Borrower will no such amendment shall require or have the effect of requiring the continuation of the Citizens ESOP after the Effective Date except to the extent and for so long as the Citizens 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 Lincoln or a Subsidiary of Lincoln that is intended to be so qualified. Citizens and its Subsidiaries shall make no contributions to the Citizens ESOP sufficient between the date hereof and the Effective Date other than such as may be required to maintain the tax-qualified status of the Citizens ESOP or to enable the trustee of the Citizens ESOP to pay in a timely manner all scheduled principal and interest repayments due under make required payments on the ESOP Loanloans currently outstanding to it.

ESOP. With respect (a) As of the Effective Time, Seller shall amend its Employee Stock Ownership Plan (the "ESOP") as necessitated by the remaining provisions of this Section 9 and to provide that effective as of the Effective Time, Seller shall appoint three (3) independent persons who shall serve as the Administrator and Advisory Committee (as defined in the ESOP) of the ESOP (collectively, the "Administrator"), with all of the powers and duties previously vested under the ESOP in the Administrator, Advisory Committee and Seller's Board of Directors, including but not limited to, complete authority to administer, amend and terminate the ESOP in accordance with the terms and intent of this Agreement. Notwithstanding the foregoing, such amendment shall also provide that in the event any of these three individuals resigns or otherwise vacates his appointment, the remaining person or persons constituting the Administrator shall appoint the successor for the vacant position. (b) As of the day (the "Contribution Date") immediately prior to the Effective Time, the Seller shall make a contribution to the Seller's ESOP: , which, together with any dividends on Seller's stock held in the ESOP, will equal the amount the Seller would have contributed to the ESOP pursuant to Section 3.03(b)(ii) of the ESOP to pay the currently maturing obligation under the Exempt Loan (as defined in the ESOP) for the then current Plan Year (as defined in the ESOP) multiplied by a fraction (the "Fraction"), the numerator of which is the number of days in the current Plan Year through and including the Effective Time and the denominator of which is 365, and shall cause the Trustee of the ESOP to use the full amount of such contribution promptly to repay a portion of the outstanding Exempt Loan. As a result of the aforementioned contribution and repayment, the Seller shall take such action as may be necessary or appropriate to cause shares of the Seller's stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of certain Participants (as defined in the ESOP) as follows: (i) take all necessary actions first, if (A) Seller paid cash dividends on one or more dividend dates that coincide with or precede the Contribution Date and (B) allocations have not yet been made on or before such Contribution Date to preserve and keep the ESOP accounts of eligible Participants in effect and comply in all material respects accordance with the terms Section 3.03(d)(i) of the ESOP Planas of such dividend dates, then full and fractional shares of Seller's stock shall be allocated as of each respective dividend date to Participants who otherwise would have received or had allocated to their accounts cash dividends on such dividend date but for the fact that such dividends were used in accordance with Section 3.03(b)(i) of the ESOP to pay principal and interest on the Exempt Loan. Such allocation shall be made in accordance with Section 3.03(d)(i) of the ESOP; and (ii) comply second, as of the Contribution Date, to the accounts of each Participant who would be entitled to an allocation for the then current Plan Year if (A) the Contribution Date were the last day of such Plan Year and (B) the 1,000 Hour of Service requirements set forth in all material respects Section 3.01(b)(i) and (ii) and Section 3.02(b)(i) and (ii) of the ESOP were multiplied by the Fraction; such allocation of the Employer Matching Contribution (as defined in the ESOP) for such Plan Year shall be made under Section 3.01(a) of the ESOP, in accordance with each such Participant's Deposits (as defined in the ESOP) under Seller's 401(k) Plan for the portion of such Plan Year through the end of the last payroll period ending on or before the Contribution Date; such allocation of the Other Employer Contribution (as defined in the ESOP) shall be made, under Section 3.02 (a) of the ESOP, in accordance with the Code ratio of (A) the Compensation (as defined in the ESOP) of each such Participant for the portion of the Plan Year through the end of the last payroll period ending on or before the Contribution Date to (B) the aggregate Compensation through the end of the last payroll period ending on or before the Contribution Date of all Participants entitled to such allocation. (c) The Company, Seller and ERISA the Administrator agree to take such action as applicable may be necessary or appropriate: (i) to cause the ESOP to terminate as of the Effective Time and for all Account balances to become fully vested and nonforfeitable as of such date; (ii) to cause the Trustee of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of the Company with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and with to use the proceeds of such sale to repay in full all other laws and regulations applicable thereto, such outstanding ESOP indebtedness; (iii) furnish to cause those shares of stock of the Company (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the Agent aforementioned sale (the "Remaining Shares"), to be allocated among all Participants in proportion to the number of shares allocated to such Participants' ESOP Accounts as of the Effective Time or in such other manner as may be required by the Internal Revenue Service (the "Service") as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination; and (iv) for the Account balances of all Participants to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as practicable, copies of the ERISA annual reports, and consistent with any ESOP valuation reports, IRS determination letter, notices, financial statements and repurchase liability studies; (iv) permit the Agent to examine the books, records and other documents relating to the properties and affairs of the ESOP requirements in the possession of Borrower which it has authority to disclose and to make memorandum and extracts from such books, records and other documents, and discuss with any representative of the Agent the affairs, finances and accounts of the ESOP; (v) take all necessary actions to cause and permit the ESOP to pay and discharge determination letter from the assets of Service, following the ESOP all taxes, fees, assessments and governmental charges or levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior to the date on which penalties attach thereto, and pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Agent of any late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (vii) operate the ESOP to meet the requirements later of (A) Section 410(b) of the Code, relating to non-discrimination in participation, Effective Time or (B) Section 401(a)(4the date of receipt of such favorable determination letter from the Service. (d) As soon as practicable after the date hereof, the Seller and the Company shall jointly file a request for an advance determination letter from the Service regarding the continued qualified status of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employeesESOP upon its termination, and the parties hereby agree to cooperate fully in all matters pertaining to such filing (C) Section 401(a)(28) including, but not limited to, making such changes to the ESOP and the proposed allocations described herein as may be requested by the Service as a condition to its issuance of a favorable determination letter; and authorizing and directing their respective counsel jointly to perform all acts necessary to secure such favorable determination letter from the Service (including preparing the determination letter application, filing such application with the Service, and dealing with any employee of the CodeService who reviews such application)). The Seller and the Company recognize that time is of the essence, relating and the parties hereby agree to diversification of investments and use of an independent appraiser; (viii) take all necessary actions their best efforts to apply for and obtain secure a favorable determination letter from the IRS Service prior to the Effective Time. If, despite the Seller's and the Company's attempts to obtain such a favorable determination letter, the Service does not permit all or any portion of the Remaining Shares to be allocated as of the Effective Time as contemplated hereby, the parties hereby agree to take such action as may be necessary to allocate the Remaining Shares (or amounts attributable thereto) as rapidly as possible among Participants in the ESOP in such other manner as is consistent with meeting their respective fiduciary duties under ERISA and with obtaining the Service's determination that the ESOP is tax-retains its qualified status upon its termination, including, without limitation, and tax-exempt under Sections 401(anotwithstanding paragraph 9(b)(i) and 501(a)hereof, respectivelyto cause the ESOP to remain open after the Effective Time, until all of the Code Remaining Shares have been allocated among such Participants' Accounts and is an "employee stock ownership plan" within upon such basis as the meaning Service may require or as may be necessary to avoid the imposition of Section 4975(e)(7) of any tax or other liability upon the CodeCompany in connection with the ESOP; and (ix) Borrower will provided, however, that no such action shall create any liability for the Company to make any contributions to the ESOP sufficient or to enable provide any replacement benefits to Participants outside the trustee ESOP. In all events, it is the intention that the Participants in the ESOP will receive the entire benefit of the Remaining Shares which are unallocated after application of the above provisions. In the event that any action under this Agreement needs to be taken with respect to the ESOP on or after the Effective Time, such action may only be taken by and shall be the sole and exclusive responsibility of the Administrator; provided, however, that any and all such actions shall be taken in accordance with the provisions and intent of this Agreement. (e) The Trustee (as defined in the ESOP) fees and expenses described in Section 9.09 of the ESOP to pay in a timely manner all scheduled principal and interest repayments due under shall be paid consistent with the historic practice of the ESOP Loanand the Seller.

ESOP. With respect to the ESOP: (i) take all necessary actions to preserve and keep the ESOP in effect and comply in all material respects with the terms of the ESOP PlanPlan and the ESOP Loan; (ii) comply in all material respects with the Code and ERISA as applicable to the ESOP and with all other laws and regulations applicable thereto, (iii) furnish to the Agent Lender as soon as practicable, copies of the ERISA annual reports, any ESOP valuation reports, IRS determination letter, notices, financial statements and repurchase liability studies; (iv) permit the Agent Lender to examine the books, records and other documents relating to the properties and affairs of the ESOP in the possession of Borrower which it has authority to disclose and to make memorandum memoranda and extracts from such books, records and other documents, and discuss with any representative of the Agent Lender the affairs, finances and accounts of the ESOP; (v) take all necessary actions to cause and permit the ESOP to pay and discharge from the assets of the ESOP all taxes, fees, assessments and governmental charges or levies imposed upon the ESOP, or upon the ESOP's income or profits or upon any of the property of the ESOP prior to the date on which penalties attach thereto, and pay all lawful claims which, if unpaid, might become a Lien; (vi) promptly give notice in writing to the Agent Lender of any late contribution to the ESOP or of any late filing of an annual report or other document required to be filed with a Governmental Agency or of any litigation involving the ESOP of which Borrower has knowledge and of any other matter of which Borrower has knowledge which has a substantial likelihood of materially adversely affecting the financial condition, affairs or operations of the ESOP or of Borrower, stating, to the extent of Borrower's knowledge thereof, the nature thereof, and the course of action proposed to be taken in connection therewith, if any; (vii) operate the ESOP to meet the requirements of (A) Section 410(b) of the Code, relating to non-discrimination in participation, (B) Section 401(a)(4) of the Code, relating to prohibited discrimination in favor of officers, shareholders or highly compensated employees, and (C) Section 401(a)(28) of the Code, relating to diversification of investments and use of an independent appraiser; (viii) in the event that the ESOP is amended and such amendment could affect the tax qualified status of the ESOP or its status as an employee stock ownership plan, take all necessary actions to apply for and obtain a favorable determination letter from the IRS that the ESOP ESOP, as amended, is tax-tax qualified and tax-exempt under Sections 401(a) and 501(a), respectively, of the Code and is an "employee stock ownership plan" within the meaning of Section 4975(e)(7) of the Code; and (ix) Borrower will make contributions to the ESOP sufficient to enable the trustee of the ESOP to pay in a timely manner all scheduled principal and interest repayments due under the ESOP Loan.