Common use of ESOP Clause in Contracts

ESOP. a. In accordance with section 11.1 of the State Financial Services Corporation Employee Stock Ownership Plan (the “ESOP”), as of the Effective Time, the Company shall make a contribution to the ESOP which is equal to the amount the Company would have contributed to the ESOP pursuant to Section 3.2(a) of the ESOP as if the date of the Effective Time were the last day of a Plan Year (in no event less than the amount needed to pay the current obligation under the Exempt Loan, as defined in the ESOP) 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 Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, as if the Effective Time were the last day of the Plan Year, but applying the 1000 hour requirement of Section 3.2(b) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time and the denominator of which is 365. b. At and after the Effective Time unless another manner is required by the ESOP (which Associated will not amend except to the extent deemed necessary by the Internal Revenue Service (the “Service”) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination: i. all ESOP Account balances shall become fully vested and nonforfeitable. Further entry into the ESOP shall be frozen; ii. the Company shall promptly cause the Trustees of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of Associated with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness; iii. to cause those shares of Associated Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “Remaining Shares”), to be allocated first, to all Participants who are employed by the Company on Effective Time and who have completed the prorated 1000 Hour of Service requirement referred to above, to the extent that such allocation does not exceed 20% of the Participant’s Compensation (as defined in the ESOP) for the portion of the year preceeding the Effective Time or, if less, the individual’s limitation under Internal Revenue Code (the “Code”) Section 415, and the balance will be allocated as earnings with respect to all account balances under the Plan; and iv. the ESOP shall be terminated and a favorable letter from the Service regarding its continued qualification shall be applied for as soon as administratively reasonable following the Effective Time and the account balances of all Participants shall be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as administratively prudent and consistent with any requirements in the determination letter from the Service, following the date of receipt of such favorable determination letter from the Service. Distributions shall be in the form of Associated Common Stock if elected by the Participant. Associated may permit Participants who so elect to transfer their ESOP account balances to the 401(k) plan, or Associated’s 401(k) plan, if the Company’s has been merged into Associated’s, provided the Participant is then an active Participant in such plan. c. The fees and expenses of administration of the ESOP shall be paid consistent with the historic practice, if any, of the ESOP and the Company.

ESOP. a. In accordance with section 11.1 of 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 State Financial Services Corporation Employee Stock Ownership Plan ESOP (the “ESOPESOP Amendment”), ) consistent with the ESOP plan document at Section 8.2(c) as in effect as of the Effective Timedate 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 Company 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 a an additional cash contribution to the ESOP which is equal so that the ESOP Trust shall not receive less than the per share Cash Consideration for such shares sold prior to the amount Effective Time; (v) in the Company would have contributed 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 pursuant 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 3.2(a8.2(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 the Effective Time were the last day termination of a Plan Year (in no event less than the amount needed to pay the current obligation under the Exempt Loan, as defined in the ESOP) . 3rd Fed Bank shall continue to accrue and shall cause make contributions to the Trustee 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 use the full amount of such contribution promptly extent necessary for the ESOP Trustee to repay a portion of the outstanding Exempt Loan. As a result of the aforementioned contribution and repayment, the Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained meets its obligations under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, as if the Effective Time were the last day of the Plan Year, but applying the 1000 hour requirement of Section 3.2(b) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time and the denominator of which is 365loan amortization schedule. b. At and after the Effective Time unless another manner is required by the ESOP (which Associated will not amend except to the extent deemed necessary by the Internal Revenue Service (the “Service”) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination: i. all ESOP Account balances shall become fully vested and nonforfeitable. Further entry into the ESOP shall be frozen; ii. the Company shall promptly cause the Trustees of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of Associated with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness; iii. to cause those shares of Associated Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “Remaining Shares”), to be allocated first, to all Participants who are employed by the Company on Effective Time and who have completed the prorated 1000 Hour of Service requirement referred to above, to the extent that such allocation does not exceed 20% of the Participant’s Compensation (as defined in the ESOP) for the portion of the year preceeding the Effective Time or, if less, the individual’s limitation under Internal Revenue Code (the “Code”) Section 415, and the balance will be allocated as earnings with respect to all account balances under the Plan; and iv. the ESOP shall be terminated and a favorable letter from the Service regarding its continued qualification shall be applied for as soon as administratively reasonable following the Effective Time and the account balances of all Participants shall be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as administratively prudent and consistent with any requirements in the determination letter from the Service, following the date of receipt of such favorable determination letter from the Service. Distributions shall be in the form of Associated Common Stock if elected by the Participant. Associated may permit Participants who so elect to transfer their ESOP account balances to the 401(k) plan, or Associated’s 401(k) plan, if the Company’s has been merged into Associated’s, provided the Participant is then an active Participant in such plan. c. The fees and expenses of administration of the ESOP shall be paid consistent with the historic practice, if any, of the ESOP and the Company.

ESOP. a. In accordance with section 11.1 The Company will, and the Seller will cause the Company to, take all action required under the terms of the State Financial Services Corporation Employee Stock Ownership Plan ESOP and applicable Law (a) to effect the “ESOP”)Transactions, effective as of the Effective TimeClosing, and (b) terminate the ESOP, effective as of the first Business Day following the Closing. In connection with the termination of the ESOP, the Company shall make a contribution will amend the ESOP, and will provide the Buyer an opportunity to comment on the ESOP which is equal proposed amendments at least thirty (30) days prior to execution thereof, to effect the amount amendments set forth on Schedule 8.04 of the Company would have contributed to Disclosure Letter. As promptly as administratively practicable following the ESOP pursuant to Section 3.2(a) termination of the ESOP as if the date of the Effective Time were the last day of a Plan Year (in no event less than the amount needed to pay the current obligation under the Exempt Loan, as defined in the ESOP) 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 Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, as if the Effective Time were the last day of the Plan Year, but applying the 1000 hour requirement of Section 3.2(b) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time Seller and the denominator of which is 365. b. At and after the Effective Time unless another manner is required by the ESOP (which Associated Company will not amend except to the extent deemed necessary by file an application requesting from the Internal Revenue Service (the “Service”) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding with respect to the qualified status Tax qualification of the ESOP upon its termination: i. all ESOP Account balances termination and following the receipt of the favorable determination letter with respect to the Tax qualification of the ESOP, the Trustee shall become fully vested and nonforfeitable. Further entry into the ESOP shall be frozen; ii. the Company shall promptly cause the Trustees remaining amounts of the ESOP to sell, from the suspense account maintained participants’ accrued benefits under the ESOP, shares of stock of Associated with an aggregate value equal ESOP to be distributed to the remaining outstanding ESOP indebtedness, after giving effect participants who consent to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness; iii. to cause those shares of Associated Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “Remaining Shares”), to be allocated first, to all Participants who are employed by the Company on Effective Time and who have completed the prorated 1000 Hour of Service requirement referred to above, to the extent that such allocation does not exceed 20% of the Participant’s Compensation (as defined in the ESOP) for the portion of the year preceeding the Effective Time or, if less, the individual’s limitation under Internal Revenue Code (the “Code”) Section 415, and the balance will be allocated as earnings with respect to all account balances under the Plan; and iv. the ESOP shall be terminated and a favorable letter from the Service regarding its continued qualification shall be applied for distribution as soon as administratively reasonable following the Effective Time feasible, and the account balances accrued benefits of all Participants any ESOP participants who do not consent to such distribution shall be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) to an applicable Tax-qualified defined contribution plan of the CodeBuyer. Notwithstanding the forgoing, the portion of each participant's ESOP account that is attributable to amounts transferred from the Company 401(k) Plan shall not be subject to distribution or in-service withdrawal as provided herein upon the termination of the ESOP, but shall instead remain subject to the distributions rules applicable to the Company 401(k) Plan and shall be transferred to the Company 401(k) Plan, or another applicable Tax-qualified defined contribution plan of the Buyer, as soon as administratively prudent practicable after the ESOP is terminated. For all periods after the Closing Date, all costs and consistent with any requirements in the determination letter from the Serviceexpenses, following the date of receipt of such favorable determination letter from the Service. Distributions shall be in the form of Associated Common Stock if elected by the Participant. Associated may permit Participants who so elect to transfer their ESOP account balances to the 401(k) plan, or Associated’s 401(k) plan, if the Company’s has been merged into Associated’s, provided the Participant is then an active Participant in such plan. c. The including reasonable fees and expenses of the Trustee, associated with administration of the ESOP or the profit sharing plan into which the ESOP is reclassified to the extent required to comply with ERISA, shall be paid consistent with from the historic practicePost-Closing Expense Fund. Any costs, if any, expenses and fees of the Trustee in excess of the Post-Closing Expense Fund shall be paid by the Buyer. Prior to Closing, the Company will make any required contributions to the ESOP in amounts approved by the Company’s board of directors; provided that such contributions are deductible under Section 404 of the Code. Except to the extent required to comply with ERISA, the Code or other applicable Law, and the Companyterms of this Agreement, following the Closing, the Buyer will not, and will require the Company not to, make any amendments to the ESOP or the profit-sharing plan into which the ESOP is reclassified or otherwise change plan policies or procedures with respect to allocation, vesting or forfeitures that are detrimental to the ESOP participants.

ESOP. a. In accordance with section 11.1 On or prior to the Closing, the Company will, and the Shareholder will cause the Company to, take all action required under the terms of the State Financial Services Corporation Employee Stock Ownership ESOP and Applicable Law to effect the Contemplated Transactions (including the satisfaction of any outstanding loans and the removal of all Encumbrances and Liens on the capital stock of the Company) and will amend the ESOP (a) to make all accounts in the ESOP non-forfeitable and (b) to restrict participation to the individuals who are ESOP Participants at the Closing. On or prior to the Closing, the Company will amend the ESOP effective as of the day after the Closing Date (i) to re-classify the ESOP as a tax-qualified profit sharing plan, (ii) to provide that no contributions will be made on or after the Closing, and (iii) to provide for the investment of the assets of the ESOP in the same manner as provided under the Company 401(k) Plan (the “ESOPCompany 401(k) Plan”), as of . The Shareholder represents that under the Effective Time, the Company shall make a contribution to the ESOP which is equal to the amount the Company would have contributed to the ESOP pursuant to Section 3.2(a) terms of the ESOP as if the date of the Effective Time were the last day of a Plan Year (in no event less than the amount needed to pay the current obligation under the Exempt Loan, as defined in the ESOP) and shall cause Applicable Law the Trustee of is responsible for making the decision for the ESOP to use the full amount of such contribution promptly to repay a portion sell all of the issued and outstanding Exempt Loan. As a result shares of capital stock of the aforementioned contribution and repayment, the Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, as if the Effective Time were the last day of the Plan Year, but applying the 1000 hour requirement of Section 3.2(b) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time and the denominator of which is 365. b. At and after the Effective Time unless another manner is required by the ESOP (which Associated will not amend except to the extent deemed necessary by the Internal Revenue Service (the “Service”) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination: i. all ESOP Account balances shall become fully vested and nonforfeitable. Further entry into the ESOP shall be frozen; ii. the Company shall promptly cause the Trustees of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of Associated with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness; iii. to cause those shares of Associated Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “Remaining Shares”), to be allocated first, to all Participants who are employed by the Company on Effective Time and who have completed the prorated 1000 Hour of Service requirement referred to above, to the extent that such allocation does not exceed 20% of the Participant’s Compensation (as defined in the ESOP) for the portion of the year preceeding the Effective Time or, if less, the individual’s limitation under Internal Revenue Code (the “Code”) Section 415Purchaser, and the balance Trustee will be allocated as earnings not seek binding instructions or directions from ESOP Participants or any other Person with respect to such decision. For all account balances under periods after the Plan; and iv. Closing Date, the ESOP shall Purchaser will be terminated responsible for, and a favorable letter from the Service regarding its continued qualification shall be applied for as soon as administratively will pay, all costs and expenses, including reasonable following the Effective Time and the account balances of all Participants shall be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as administratively prudent and consistent with any requirements in the determination letter from the Service, following the date of receipt of such favorable determination letter from the Service. Distributions shall be in the form of Associated Common Stock if elected by the Participant. Associated may permit Participants who so elect to transfer their ESOP account balances to the 401(k) plan, or Associated’s 401(k) plan, if the Company’s has been merged into Associated’s, provided the Participant is then an active Participant in such plan. c. The fees and expenses of the Trustee, associated with administration of the ESOP shall be paid consistent or the profit sharing plan into which the ESOP is reclassified to the extent required to comply with ERISA. Prior to Closing, the historic practiceCompany will make contributions to the ESOP for 2011 in an amount approved by the Company’s Board of Directors, if any, provided that such contributions are deductible under Section 404 of the Code. Except to the extent required to comply with ERISA, the Code or other Applicable Law, following the Closing the Purchaser will not, and will require the Company not to amend the ESOP and or the Companyprofit-sharing plan into which the ESOP is reclassified or otherwise change plan policies or procedures with respect to allocation, vesting or forfeitures.

ESOP. a. In accordance with section 11.1 (a) As of the State Financial Services Corporation Employee Stock Ownership Plan date (the “ESOP”), as of "Contribution Date") immediately prior to the Effective Time, the Company shall make a contribution to the ESOP which is Company's Employee Stock Ownership Plan (the "ESOP"), which, together with any dividends on the Company Common Stock held in the ESOP, will equal to the amount the Company would have contributed to the ESOP pursuant to Section 3.2(a) 3.01 of the ESOP as if the date of the Effective Time were the last day of a Plan Year (year, and in no event less than the amount needed to pay the current obligation under the Exempt Loan, Loan (as defined in the ESOP) 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 Company shall take such action as may be necessary or appropriate to cause shares of Company Common Stock to be released from the suspense account maintained under the ESOP and allocated to the accounts of Participants (as defined in the ESOP), together with any amounts previously forfeited but unallocated, ) as if the Effective Time Contribution Date were the last day of the Plan Yearyear, but applying the 1000 hour requirement of Section 3.2(b3.01(c) by multiplying 1000 by a fraction, the numerator of which is the days elapsed from the first day of the current Plan year to and including the Effective Time Contribution Date and the denominator of which is 365. b. At and after the Effective Time unless another manner is required by the ESOP (which Associated will not amend except b) The parties agree to the extent deemed take such action as may be necessary by the Internal Revenue Service or appropriate: (the “Service”i) to maintain the ESOP’s qualification under Code section 401(a)) or as required by the Service as a condition to its issuance of a favorable determination letter regarding the qualified status of the ESOP upon its termination: i. cause all ESOP Account balances shall to become fully vested and nonforfeitable. Further nonforfeitable as the Effective Time, and to freeze further entry into the ESOP shall be frozenESOP; (ii. the Company shall promptly ) to cause the Trustees Trustee of the ESOP to sell, from the suspense account maintained under the ESOP, shares of stock of Associated the Buyer with an aggregate value equal to the remaining outstanding ESOP indebtedness, after giving effect to the repayment described in paragraph (a) hereof, and to use the proceeds of such sale to repay in full all such outstanding ESOP indebtedness; (iii. ) to cause those shares of Associated Buyer Common Stock (and any cash) remaining in the suspense account maintained under the ESOP, after giving effect to the aforementioned sale (the “"Remaining Shares”"), to be allocated first, to among all Participants who are employed by the Company on Effective Time and who have completed the prorated 1000 Hour of Service requirement referred to above, in proportion to the extent that number of shares allocated to such allocation does not exceed 20% Participants' ESOP Accounts as of the Participant’s Compensation (as defined in the ESOP) for the portion of the year preceeding the Effective Time or, if less, unless another manner is required by the individual’s limitation under Internal Revenue Code Service (the “Code”"Service") Section 415, and as a condition to its issuance of a favorable determination letter regarding the balance will be allocated as earnings with respect to all account balances under qualified status of the PlanESOP upon its termination; and (iv. ) to cause the ESOP shall to be terminated and a favorable letter from for the Service regarding its continued qualification shall be applied for as soon as administratively reasonable following the Effective Time and the account Account balances of all Participants shall to be distributed in a lump sum (or transferred in accordance with Section 401(a)(31) of the Code) as soon as administratively prudent and consistent with any requirements in the determination letter from the Service, following the later of (A) the Effective Time or (B) the date of receipt of such favorable determination letter from the Service. (c) As soon as practicable after the date hereof, the Company shall file a request for a determination letter from the Service regarding the continued qualified status of the ESOP upon its termination, and the parties hereby agree to cooperate fully in all matters pertaining to such filing (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 Service who reviews such application)). Distributions If, despite the Company's and the Buyer'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 without limitation, and notwithstanding paragraph 8(b)(i) hereof, to cause the ESOP to remain in effect until all of the Remaining Shares have been allocated among such Participants' accounts and upon such basis as the Service may require or as may be necessary to avoid the imposition of any tax or other liability upon the Buyer in connection with the ESOP; provided, however, that no such action shall create any liability for the Buyer to make any contributions to the ESOP or to provide any replacement benefits to Participants outside the 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 Trustee; provided, however, that any and all such actions shall be taken in accordance with the form provisions and intent of Associated Common Stock if elected by the Participant. Associated may permit Participants who so elect to transfer their ESOP account balances to the 401(k) plan, or Associated’s 401(k) plan, if the Company’s has been merged into Associated’s, provided the Participant is then an active Participant in such planthis Agreement. c. (d) The fees and expenses of administration of the ESOP shall be paid consistent with the historic practice, if any, practice of the ESOP and the Company.