Employee Stock Ownership Plan Document

EMPLOYEE STOCK OWNERSHIP PLAN DOCUMENT

Plan Name:    Effective Date:

RECITALS AND PURPOSE

This Employee Stock Ownership Plan (the "Plan") is established by the Employer named below to provide eligible employees with ownership in the Employer through allocations of Employer stock or the economic equivalent of stock. The Plan is intended to be delivered and administered in a manner consistent with applicable fiduciary duties and tax-qualified plan rules.

EMPLOYER INFORMATION

PLAN ADMINISTRATOR / TRUSTEE

DEFINITIONS

For purposes of this Plan, the terms below have the meanings set forth unless otherwise expressly defined in a Plan amendment.

ELIGIBILITY AND PARTICIPATION

Eligibility criteria for participation are set forth below. An employee becomes a Participant upon meeting the eligibility conditions and enrollment procedures established by the Administrator.

CONTRIBUTIONS AND ALLOCATIONS

The Employer may make contributions to the Plan as described below. Contributions may consist of newly issued or treasury stock of the Employer, cash used to purchase stock for the trust, or other property as permitted by law.

Employer contribution of stock    Employer cash contribution    Matching contribution based on compensation

VESTING

Allocations become nonforfeitable according to the vesting schedule set forth below. Vesting applies to allocated employer stock or the participant's vested interest in the Plan account.

Cliff vesting:

Graded vesting:

DISTRIBUTIONS AND FORFEITURES

Distribution events include termination of employment, retirement, death, disability, plan termination, and other conditions provided by the Administrator. The Plan describes timing, form, and election procedures for distributions.

VALUATION AND PRICING OF SHARES

The Plan requires periodic valuation of employer stock for purposes of allocation and distribution. The valuation method, frequency, and reliance on independent appraisals are described herein.

VOTING RIGHTS

The Plan specifies who holds voting rights with respect to shares held by the trust and any circumstances under which Participants may exercise voting rights directly.

LEVERAGED ESOP / LOAN PROVISIONS

If the Plan or Trust incurs indebtedness to acquire Employer stock, the terms of such loans and repayment obligations must be set forth.

Yes, this Plan will incur or has incurred acquisition indebtedness

FIDUCIARY DUTIES, PROHIBITED TRANSACTIONS, AND INDEMNIFICATION

The Administrator and Trustee shall discharge their duties solely in the interest of Participants and beneficiaries, with the care, skill, prudence and diligence under prevailing fiduciary standards. Transactions prohibited by applicable law are expressly forbidden unless a specific exemption applies. The Employer shall indemnify the Administrator and Trustee to the extent permitted by law and consistent with the Plan's terms.

CLAIMS AND APPEALS PROCEDURE

The Plan provides an internal claims procedure for determination of benefits, including an appeal process with timelines for notice and review by a Committee or Administrator not involved in the initial determination.

AMENDMENT, TERMINATION, AND MERGER

The Employer reserves the right to amend or terminate the Plan in whole or in part, subject to applicable law and the protection of Participant rights under the Plan. Procedures for disposition of trust assets in the event of termination or merger are set forth below.

TAX TREATMENT

The Plan is intended to qualify for tax-preferred treatment where applicable and to comply with statutory requirements for tax-qualified employee benefit plans. Neither the Employer nor the Administrator guarantees tax consequences for individual Participants beyond the stated plan terms.

GOVERNING LAW

This Plan shall be governed by and construed in accordance with the laws of the state selected by the Employer, except where superseded by applicable federal law.

MISCELLANEOUS PROVISIONS

Headings are for convenience only. If any provision is held invalid, the remainder shall continue in full force. Notices to Participants shall be provided in the manner set forth by the Administrator.

CERTIFICATION BY EMPLOYER

The Employer certifies that it has the authority to adopt this Plan and that the Plan has been approved by the Employer's governing body in accordance with corporate governance procedures. The Employer further certifies that the statements made in this document are true and complete to the best of its knowledge.

ADMINISTRATIVE CONTACTS AND RECORDS

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