Common use of ESOP Clause in Contracts

ESOP. Community Bankshares shall take all necessary action to cause the Community Bankshares ESOP to be terminated as of the Effective Time. Community Bankshares will adopt amendments to the ESOP, to the extent necessary, that provide (i) the Merger Consideration received by the Community Bankshares ESOP trustee in connection with the Merger with respect to the unallocated shares of Community Bankshares Common Stock shall be first applied by the Community Bankshares ESOP trustee to the full repayment of the Community Bankshares ESOP loan, (ii) the balance of the Merger Consideration (if any) received by the Community Bankshares ESOP trustee with respect to the unallocated shares of Community Bankshares Common Stock shall be allocated as earnings to the accounts of all participants in the Community Bankshares ESOP who have accounts remaining under the Community Bankshares ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as of the first day of the Community Bankshares ESOP plan year in which the Effective Time occurs, (iii) the accounts of all participants and beneficiaries in the Community Bankshares ESOP immediately prior to the Effective Time shall become fully vested as of the Effective Time, and (iv) as may be requested by the IRS in connection with the request for a determination letter as described below. BBC agrees that for a period of two years following the Effective Time, BBC will provide to members of the administrative committee on the date hereof quarterly reports regarding the status and the administration of the ESOP. The Merger Consideration received by the Community Bankshares ESOP Trustee shall be applied as provided for in the ESOP and as may be required by law. As soon as practicable after the date hereof, Community Bankshares shall file or cause to be filed all necessary documents with the IRS, including the amendments described above, for a determination letter for termination of the Community Bankshares ESOP as of the Effective Time. As soon as practicable after the later of the Effective Time or the receipt of a favorable determination letter for termination from the IRS, the account balances in the Community Bankshares ESOP shall be distributed to participants and beneficiaries in accordance with applicable law and the ESOP. Prior to the Effective Time, no prepayments shall be made on the Community Bankshares ESOP loan and contributions to the Community Bankshares ESOP and payments on the Community Bankshares ESOP loan shall be made consistent with past practices on the regularly scheduled payment dates. The termination of the ESOP shall not subject Community Bankshares or BBC to any obligation or liability.

ESOP. Community Bankshares (i) Delphos shall take all steps necessary action to cause terminate the Community Bankshares ESOP to be terminated Citizens Bank of Delphos Employee Stock Ownership Plan ("Delphos ESOP") effective as of the Effective Time and to request that the IRS issue a determination letter to the effect that termination of the Delphos ESOP, the allocation and disposition of its assets as described in Section V.D.(1)(ii) and the distribution of participants' account balances will not affect the Delphos ESOP's status as a tax- qualified retirement plan. This determination letter request will be filed with the IRS not later than six weeks after the date action is taken to terminate the Delphos ESOP (or as soon as possible after the action is taken). Delphos will make no additional contributions to the Delphos ESOP after the date of this Agreement; provided, however, Delphos may make pro rata contributions for the plan until the Effective Time. Community Bankshares will adopt amendments Delphos shall develop a plan and timetable pertaining to the ESOP, to termination of the extent necessary, that provide (i) the Merger Consideration received by the Community Bankshares Delphos ESOP trustee in connection with the Merger with respect to the unallocated shares of Community Bankshares Common Stock which shall be first applied provided to and approved by the Community Bankshares ESOP trustee to the full repayment of the Community Bankshares ESOP loan, UBI and its counsel. (ii) the balance of the Merger Consideration (if any) received All Delphos Common Stock held by the Community Bankshares Delphos ESOP trustee with respect to the unallocated shares of Community Bankshares Common Stock shall be allocated as earnings to the accounts of all participants in the Community Bankshares ESOP who have accounts remaining under the Community Bankshares ESOP (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as of the first day of the Community Bankshares ESOP plan year in which the Effective Time occurs, (iii) the accounts of all participants and beneficiaries in the Community Bankshares ESOP immediately prior to the Effective Time shall become fully vested as of Trustee at the Effective Time, including those allocated to Delphos ESOP participants' accounts ("Allocated Shares"), any forfeited shares then pending reallocation to participants' accounts ("Forfeited Shares") and (iv) as may be requested by the IRS those subject to a security interest granted in connection with any outstanding loan ("Pledged Shares") will be exchanged by the request Delphos ESOP Trustee for a determination letter as described below. BBC agrees that for a period of two years following the Effective Time, BBC will provide to members of the administrative committee on the date hereof quarterly reports regarding the status and the administration of the ESOPMerger Consideration in accordance with this Agreement. The Merger Consideration received by the Community Bankshares Delphos ESOP will be credited to Delphos ESOP participants' accounts as provided by the Delphos ESOP's terms, to the extent that they represent shares received in exchange for Allocated or Forfeited Shares or will be substituted for the Pledged Shares, to the extent that they represent shares received in exchange for Pledged Shares ("Pledged UBI Shares"). To the extent that cash held in the Delphos ESOP Trust is insufficient to retire the loan, the Delphos ESOP Trustee shall will (A) sell Pledged UBI Shares to the extent needed to retire the loan and (B) repay the loan. Any Pledged UBI Shares and other assets remaining in the Delphos ESOP Trust after the loan is repaid will be applied allocated to participants' accounts as provided for by the Delphos ESOP. The allocation procedure will be fully described in the ESOP and as may be required by lawdetermination letter request referred to above in Section V.D. 1.(i). As soon as practicable after If the date hereof, Community Bankshares shall file or cause to be filed all necessary documents with the IRS, including the amendments described above, for IRS issues a determination letter for termination of with respect to that application, the Community Bankshares ESOP allocation will be made as of described in the Effective Timeapplication. As soon as practicable after If the later of the Effective Time or the receipt of IRS refuses to issue a favorable determination letter for termination from the IRSwith respect to that application, the account balances in the Community Bankshares ESOP shall be distributed to participants and beneficiaries in accordance with applicable law and the ESOP. Prior to the Effective Time, no prepayments shall allocation will be made on another basis on which the Community Bankshares ESOP loan IRS approves and contributions to the Community Bankshares ESOP and payments on the Community Bankshares ESOP loan shall be made consistent with past practices on the regularly scheduled payment dates. The termination of the ESOP shall not subject Community Bankshares or BBC to any obligation or liabilityissues a determination letter.

ESOP. Community Bankshares shall take all necessary action Immediately prior to cause the Community Bankshares ESOP to be terminated as of the Effective Time. Community Bankshares will adopt amendments , Seller shall make to the ESOPESOP the largest contribution permitted by Section 415 of the Code, to which shall be allocated for the extent necessaryplan year in which the contribution is made. If the Effective Time is after March 31, that provide 1999, Seller shall also make the largest contribution permitted by Section 415 of the Code for the year ended March 31, 2000. However, (i) the Merger Consideration received amount of the contributions made pursuant to the preceding two sentences shall be used by the Community Bankshares ESOP trustee in connection with only to make payments on the Merger with respect then remaining unpaid loan balance owed by the ESOP only to the unallocated shares of Community Bankshares Common Stock shall be first applied by the Community Bankshares ESOP trustee to the full repayment of the Community Bankshares ESOP loanSeller, (ii) the balance amount of the Merger Consideration (if any) received by foregoing contributions shall in no event exceed the Community Bankshares ESOP trustee with respect to the unallocated shares of Community Bankshares Common Stock shall be allocated as earnings to the accounts of all participants in the Community Bankshares ESOP who have accounts then remaining under the Community Bankshares ESOP (whether or not such participants are then actively employed) unpaid loan balance, and beneficiaries in proportion to the account balances of such participants and beneficiaries as of the first day of the Community Bankshares ESOP plan year in which the Effective Time occurs, (iii) amounts payable under the accounts Amendment Agreements shall not be considered for the purpose of all participants and beneficiaries calculating the amount of the foregoing contributions. The ESOP shall receive the Merger Per Share Consideration in the Community Bankshares ESOP immediately prior to the Effective Time shall become fully vested as exchange for its shares of Seller Common Stock. As of the Effective Time, the ESOP shall be terminated as BFC and (iv) as may the Seller shall mutually determine, and the remaining unpaid loan balance, if any, between Seller and the ESOP shall be requested repaid in full with consideration received by the IRS ESOP with respect to unallocated shares of Seller Common Stock held in connection with the request for a determination letter as described below. BBC agrees that for a period of two years following the Effective Time, BBC will provide to members of the administrative committee on the date hereof quarterly reports regarding the status and the administration of suspense account under the ESOP. The Merger Consideration Any cash consideration received by with respect to such Seller Common Stock held in the Community Bankshares suspense account under the ESOP Trustee remaining after such repayment shall be applied allocated to the ESOP accounts of 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 for with respect to such termination. The ESOP shall be amended to provide that participation in the ESOP and shall be limited to those who are ESOP participants as may be required by law. As soon as practicable after the date hereof, Community Bankshares shall file or cause to be filed all necessary documents with the IRS, including the amendments described above, for a determination letter for termination of the Community Bankshares Effective Date. All ESOP participants shall fully vest and have a nonforfeitable interest in their accounts under the ESOP, determined as of the Effective Time. As soon as practicable after the later of the Effective Time or the receipt of a favorable determination letter for termination from the IRSIRS as to the tax qualified status of the ESOP upon its termination under Sections 401(a) and 4975(e) of the Code (the "Final Determination Letter"), distribution of the account balances in benefits under the Community Bankshares ESOP shall be distributed made to participants ESOP participants. From and beneficiaries after the date of this Agreement, and in accordance with applicable law anticipation of such determination and the ESOP. Prior distribution, BFC, Seller and their respective representatives, prior to the Effective Time, no prepayments and BFC and its representatives, after the Effective Time, shall be made on use their best efforts to apply for and obtain such favorable Final Determination Letter from the Community Bankshares ESOP loan IRS. If BFC, Seller and contributions their respective representatives, prior to the Community Bankshares Effective Time, and BFC and its representatives, after the Effective Time, reasonably determine that the ESOP cannot obtain a 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 payments on BFC, after the Community Bankshares Effective Time, shall take such action as they may determine with respect to the distribution of benefits to the ESOP loan shall be made consistent with past practices on participants, provided that the regularly scheduled payment dates. The termination assets of the ESOP shall not subject Community Bankshares be held or BBC 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 Seller or any obligation affiliate thereof or liabilityto BFC or any affiliate or Subsidiary thereof in a manner contrary to the Code and ERISA.

ESOP. Community Bankshares No later than ten (10) calendar days before the Closing Date, Prairie shall take all necessary action to or shall cause the Community Bankshares Bank to adopt, contingent upon the Closing, such resolutions and/or amendments (and take any other required action) to amend the ESOP to provide that: (a) the ESOP shall be terminated “frozen” as of the Effective Time. Community Bankshares will adopt amendments 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, to the extent necessary, that provide ; (ib) all ESOP participants shall become immediately and 100% vested in their accounts; (c) the aggregate Merger Consideration received by the Community Bankshares ESOP trustee in connection with the Merger Trustees with respect to the unallocated shares of Community Bankshares Common Prairie Stock shall held in the ESOP to first be first applied by the Community Bankshares ESOP trustee to the full repayment of the Community Bankshares exempt ESOP loanloan (the “ESOP Loan”), (ii) as described Code §4975(d)(3), the balance proceeds of which were used to acquire the Merger Consideration (if any) received Prairie Stock, and thereafter to be properly allocated in a manner permissible by the Community Bankshares ESOP trustee with respect to IRS and for the unallocated shares exclusive benefit of Community Bankshares Common Stock shall be allocated as earnings to the accounts of all participants in the Community Bankshares ESOP who have accounts remaining under the Community Bankshares ESOP ESOP; (whether or not such participants are then actively employed) and beneficiaries in proportion to the account balances of such participants and beneficiaries as of the first day of the Community Bankshares ESOP plan year in which the Effective Time occurs, (iiid) the accounts of all participants and beneficiaries in ESOP shall be terminated immediately following the Community Bankshares ESOP immediately prior to the Effective Time shall become fully vested as of the Effective Time, Closing; and (ive) that a committee as may determined or appointed by EQBK shall be requested by responsible for administering the IRS in connection with ESOP during the request for a determination letter as described below. BBC agrees that for a period of two years following the Effective Time, BBC will provide to members Closing until all of the administrative committee on the date hereof quarterly reports regarding the status and the administration its assets are fully distributed in complete termination of the ESOP. The Merger Consideration received by No later than on the Community Bankshares Closing Date, EQBK shall appoint one or more individual Trustees or a corporate Trustee to administer the ESOP in accordance with the terms of the ESOP Trust. Any corporate Trustee shall be applied as provided for 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 as may be required by law. As soon as practicable after the date hereof, Community Bankshares shall file or cause to be filed all necessary documents with the IRS, including the amendments described above, IRS for a determination letter for with respect to the termination of the Community Bankshares ESOP as of the Effective TimeESOP. As soon as practicable after the later of the Effective Time or following the receipt of a favorable determination letter for termination from the IRSIRS regarding the qualified status of the ESOP upon its termination, the account balances in the Community Bankshares ESOP shall be distributed to participants and beneficiaries in accordance with applicable law and the ESOP. Prior to the Effective Time, no prepayments shall be made on the Community Bankshares ESOP loan and contributions to the Community Bankshares ESOP and payments on the Community Bankshares ESOP loan shall be made consistent with past practices on the regularly scheduled payment dates. The termination of the ESOP shall not subject Community Bankshares or BBC to any obligation or liabilitybeneficiaries.