Employee Stock Ownership Plan (ESOP)

EMPLOYEE STOCK OWNERSHIP PLAN (ESOP)

This Employee Stock Ownership Plan (the "Plan") is made and entered into as of by and between Employer Name: , a Corporation Limited Liability Company Other, principal place of business: , and Trustee/Administrator Name: , principal place of business: .

RECITALS

WHEREAS, Employer maintains or intends to maintain a qualified retirement plan designed to provide eligible employees with an ownership interest in Employer through the acquisition and allocation of Employer stock in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties desire to establish procedures for contributions, the acquisition and holding of Employer stock in a trust, the allocation of stock value to participant accounts, and the distribution of benefits upon termination, retirement, death, or other events specified in this Plan; and

WHEREAS, the Plan is intended to constitute an Employee Stock Ownership Plan within the meaning of applicable law and to be administered for the exclusive purpose of providing benefits to participants and their beneficiaries and defraying reasonable administrative expenses of the Plan.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Plan, unless a different meaning is plainly required by the context, the following terms shall have the meanings set forth below:

"Participant" means an Employee who has met the eligibility requirements set forth in Section 2 and for whom an account has been established under the Plan.

"Plan Year" means the 12-month period beginning on the first day of and ending on the last day of .

2. ELIGIBILITY AND PARTICIPATION

Employees shall become Participants upon completion of of service with Employer and attainment of age , subject to any exceptions expressly set forth in this Plan. Service shall be determined in accordance with the Employer's customary service-counting methods unless otherwise required by law.

3. CONTRIBUTIONS; ACQUISITION OF STOCK

Employer may make annual or periodic contributions to the Plan, either in cash or in Employer stock. Contributions of Employer stock shall be transferred to the Plan's trust and allocated in accordance with Section 4. Cash contributions may be used by the trustee to purchase Employer stock on the open market, from the Employer, or from a seller pursuant to a transaction approved by the trustee and Employer. The parties acknowledge that the Plan may be leveraged and that loans may be incurred for the purchase of Employer stock consistent with Section 8.

Employer will determine the amount and timing of contributions consistent with its Board-approved budget and applicable legal requirements. The maximum annual contribution intended to be contributed for allocation to participant accounts is unless otherwise approved by the Employer's Board.

4. ALLOCATION OF SHARES AND ACCOUNTS

A separate account shall be maintained for each Participant to reflect allocations of stock and cash, adjustments for earnings and losses, and distributions. Shares or their cash value shall be allocated to Participant accounts annually in accordance with a formula adopted by the Employer and communicated to the trustee. The allocation formula or criteria are:

Allocations shall be made pro rata based on compensation as defined in this Plan, subject to adjustments permitted by law. The value of Employer stock for allocation and distribution purposes shall be determined as provided in Section 6.

5. VESTING

Participants shall vest in allocations to their accounts according to the following schedule: . Notwithstanding the foregoing, full vesting shall occur upon death or permanent disability of a Participant or upon such other events as required by applicable law.

6. VALUATION

The fair market value of Employer stock held by the Plan shall be determined no less frequently than annually by an independent appraiser or valuation firm selected by the trustee and reasonably acceptable to the Employer. Valuation firm name: . Valuation effective date: .

The valuation methods used shall be set forth in writing and shall consider all relevant factors, including but not limited to the Employer's financial condition, earnings history, prevailing market conditions, and comparable transactions.

7. DISTRIBUTIONS

Distribution of a Participant's vested account shall be made upon separation from service, retirement, disability, death, or as otherwise provided under this Plan. Distributions shall be made in cash or, subject to the trustee's discretion and applicable law, in shares of Employer stock. Participants may elect distribution form consistent with the procedures established by the Plan Administrator and subject to reasonable limitations established by the Employer.

Installment distributions, lump sum payouts, and rollover options shall be permitted to the extent and in the manner prescribed by the Plan and by law. The Plan Administrator shall determine timing and computation of benefit payments in a nondiscriminatory manner.

8. TRUSTEE, ADMINISTRATION AND POWERS

The trustee shall hold title to Plan assets and exercise fiduciary duties in accordance with applicable law. The trustee shall have power to invest and reinvest Plan assets, to purchase and sell Employer stock, to borrow funds on behalf of the Plan, to make distributions, to hire agents and professionals, and to take such other actions as are necessary or advisable for the administration of the Plan, subject to any restrictions set forth by the Employer.

Trustee is authorized to rely upon accounting records, valuations, determinations, and certifications provided by the Employer, Plan Administrator, or independent professionals and shall not be liable for acts or omissions based upon such reasonable reliance, except to the extent that such reliance is unreasonable under the circumstances.

9. LOANS AND LEVERAGED ESOPS

If the Plan acquires Employer stock through a loan or other leverage mechanism, the terms of such loan shall be documented in a written loan agreement and promissory instruments. Loan lender: . Original loan date: . Repayment shall be made in accordance with the loan terms and applicable law, and contribution and allocation procedures shall be adjusted to reflect debt service requirements.

10. FIDUCIARY DUTIES

The trustee, administrators, and any fiduciary of the Plan shall discharge their duties solely in the interest of Participants and beneficiaries, for the exclusive purpose of providing benefits to Participants and their beneficiaries and defraying reasonable administrative expenses of the Plan, with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity would use.

11. AMENDMENT AND TERMINATION

The Employer may amend or terminate the Plan at any time, in whole or in part, provided that no amendment or termination shall deprive a Participant of benefits that are nonforfeitable under the terms of this Plan and applicable law without the Participant's consent. Any amendment that would materially and adversely affect Participant rights shall require approval by the Employer's Board of Directors or governing body.

12. NOTICES

Any notice required or permitted under this Plan shall be in writing and delivered personally, by certified mail, or by nationally recognized overnight courier to the addresses set forth below or to such other address as a party may designate in writing.

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Plan shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. This Plan, together with any appendices or schedules expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. If any provision of this Plan is found to be invalid or unenforceable, the remaining provisions shall continue to be effective to the fullest extent permitted by law.

14. WAIVER; COUNTERPARTS

No waiver by any party of any breach or default under this Plan shall be deemed a waiver of any subsequent breach. This Plan may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

15. ADMINISTRATIVE PROVISIONS

The Employer shall appoint a Plan Administrator responsible for day-to-day administration of the Plan, including recordkeeping, participant communications, calculation of benefits and compliance with applicable law. The Plan Administrator's name: .

16. COMPLIANCE WITH LAW

The Plan shall be administered in accordance with any applicable federal, state or local laws, including requirements applicable to employee benefit plans. In the event any provision of this Plan conflicts with controlling law, the provision shall be interpreted or, if necessary, amended to the minimum extent required to comply with such law while preserving, to the maximum extent possible, the original intent of the parties.

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