STOCK OPTIONS§18.209
July 1998 18-203
Exhibit B
Home Federal Savings and Loan Association Restricted Stock Plan
and Trust Agreement
Article I
ESTABLISHMENT OF THE PLAN AND TRUST
1.01 Home Federal Savings and Loan Association ("Savings Association") hereby establishes the
Restricted Stock Plan (the "Plan") and Trust (the "Trust") upon the terms and conditions here inafter stated in
this Restricted Stock Plan and Trust Agreement (the "Agreement").
1.02 The Trustee hereby accepts this Trust and agrees to hold the Trust assets existing on the date
of this Agreement and all additions and accretions thereto upon the terms and conditions hereinafter stated.
Article II
PURPOSE OF THE PLAN
2.01 The purpose of the Plan is to reward and to retain personnel of experience and ability in key
positions of responsibility with the Savings Association and its subsidiaries, by providing such personnel of t he
Savings Association and its subsidiaries with an equity interest in the parent corporation of the Savings
Association, Green Street Financial Corp ("Parent"), as compensation for their prior and antici pated future
professional contributions and service to the Savings Association and its subsidiaries.
Article III
DEFINITIONS
The following words and phrases when used in this Plan with an initial capital lett er, unless the context
clearly indicates otherwise, shall have the meaning as set forth below. Wherever appropri ate, the masculine
pronoun shall include the feminine pronoun and the singular shall include the plural.
3.01 "Beneficiary" means the person or persons designated by the Participant to receive any
benefits payable under the Plan in the event of such Participant's death. Such person or persons shall be
designated in writing on forms provided for this purpose by the Committee and may be changed from time to
time by similar written notice to the Committee. In the absence of a wri tten designation, the Beneficiary shall be
the Participant's surviving spouse, if any, or if none, the Participant's estate.
3.02 "Board" means the Board of Directors of the Savings Association, or any successor
corporation thereto.
3.03 "Cause" means the personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profits, intentional failure to perform stated duties, willful violat ion of a material
provision of any law, rule or regulation (other than traffic violations and similar offense), or a material violation
of a final cease-and-desist order or any other action which results in a substantial financial loss to the Parent,
Savings Association or its Subsidiaries.
3.04 "Change in Control" shall mean: (i) the sale of all, or a material portion, of the assets of the
Parent or Savings Association; (ii) the merger or recapitalization of the Parent or the Savings Association
whereby the Parent or Savings Association is not the surviving entity; (iii) a change in control of the Parent or
Savings Association, as otherwise defined or determined by the Office of Thrift Supervision ("OTS") or
regulations promulgated by it; or (iv) the acquisition, directly or indirectly, of the be neficial ownership (within
the meaning of that term as it is used in Section 13(d) of the 1934 Act and the rules and regulations promulgated
thereunder) of twenty-five percent (25%) or more of the outstanding voting securities of the Parent or Savings
Association by any person, trust, entity or group. This limitation shall not apply to the purchase of shares of up
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to 25% of any class of securities of the Parent or Savings Association by a tax-qualified empl oyee stock benefit
plan which is exempt from the approval requirements, set forth under 12 C.F.R. §574.3(c)(1)(vi) as now in
effect or as may hereafter be amended. The term "person" refers to an individual or a c orporation, partnership,
trust, association, joint venture, pool, syndicate, sole proprietorship, unincorporated organization or any other
form of entity not specifically listed herein. The decision of the Committee a s to whether a Change in Control
has occurred shall be conclusive and binding.
3.05 "Committee" means the Board of Directors of the Parent or the Restricted Stock Pl an
Committee appointed by the Board of Directors of the Parent pursuant to Article IV hereof.
3.06 "Common Stock" means shares of the common stock of the Savings Association or any
successor corporation or Parent thereto.
3.07 "Conversion" means the effective date of the stock charter of the Savings Association a nd
simultaneous acquisition of all of the outstanding stock of the Savings Association by the Parent.
3.08 "Director" means a member of the Board of the Savings Association.
3.09 "Director Emeritus" means a person serving as a director emeritus or other similar position as
may be appointed by the Board of Directors of the Savings Association or the Parent from time to time.
3.10 "Disability" means any physical or mental impairment which renders the Participant incapable
of continuing in the employment or service of the Savings Association or the Parent in his c urrent capacity as
determined by the Committee.
3.11 "Employee" means any person who is employed by the Savings Association or a Subsidiary.
3.12 "Effective Date" shall mean the date of stockholder approval of the Plan by the Pa rent's
stockholders.
3.13 "Parent" shall mean Green Street Financial Corp, the parent corporation of the Savings
Association.
3.14 "Participant" means an Employee or Director who receives a Plan Share Award under the
Plan.
3.15 "Plan Shares" means shares of Common Stock held in the Trust which are awarded or issuable
to a Participant pursuant to the Plan.
3.16 "Plan Share Award" or "Award" means a right granted to a Participant under this Plan to e arn
or to receive Plan Shares.
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July 1998 18-205
3.17 "Plan Share Reserve" means the shares of Common Stock held by the Trust pursuant to
Sections 5.03 and 5.04.
3.18 "Savings Association" means Home Federal Savings and Loan Association, and any successor
corporation thereto.
3.19 "Subsidiary" means those subsidiaries of the Savings Association which, with the consent of
the Board, agree to participate in this Plan.
3.20 "Trustee" or "Trustee Committee" means that person(s) or entity nominated by the Comm ittee
and approved by the Board pursuant to Sections 4.01 and 4.02 to hold legal title to the Pl an assets for the
purposes set forth herein.
Article IV
ADMINISTRATION OF THE PLAN
4.01 Role of the Committee. The Plan shall be administered and interpreted by the Board of
Directors of the Parent or a Committee appointed by said Board, which shall consist of not less than two non-
employee members of the Board, which shall have all of the powers allocated to it in this and other sections of
the Plan. All persons designated as members of the Committee shall be "Non-Employee Directors" within the
meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended (" 1934 Act"). The
interpretation and construction by the Committee of any provisions of the Plan or of any Pl an Share Award
granted hereunder shall be final and binding. The Committee shall act by vote or writt en consent of a majority
of its members. Subject to the express provisions and limitations of the Plan, the Com mittee may adopt such
rules, regulations and procedures as it deems appropriate for the conduct of its affairs. The Committee shall
report its actions and decisions with respect to the Plan to the Board at a ppropriate times, but in no event less
than one time per calendar year. The Committee shall recommend to the B oard one or more persons or entity to
act as Trustee in accordance with the provision of this Plan and Trust and the terms of Article VIII hereof.
4.02Role of the Board. The members of the Committee and the Trustee shall be appointed or
approved by, and will serve at the pleasure of the Board. The Board may in its discret ion from time to time
remove members from, or add members to, the Committee, and may remove, replace or add Trustees. The
Board shall have all of the powers allocated to it in this and other sections of the Plan, may take any action
under or with respect to the Plan which the Committee is authorized to take, and may reverse or override any
action taken or decision made by the Committee under or with respect to the Plan, provided, however, that the
Board may not revoke any Plan Share Award already made except as provided in Section 7.01(b) herein.
4.03Limitation on Liability. No member of the Board, the Committee or the Trustee shall be
liable for any determination made in good faith with respect to the Plan or any Pl an Share Awards granted. If a
member of the Board, Committee or any Trustee is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrati ve or investigative, by any
reason of anything done or not done by him in such capacity under or with respect to the Plan, the Parent and
the Savings Association shall indemnify such member against expenses (including attorney's fee s), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such
action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in
the best interests of the Parent, the Savings Association and its Subsidiaries and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was unlawful.
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Article V
CONTRIBUTIONS; PLAN SHARE RESERVE
5.01 Amount and Timing of Contributions. The Board of Directors of the Savings Association
shall determine the amounts (or the method of computing the amounts) to be contributed by the Savings
Association to the Trust established under this Plan. Such amounts shall be paid to the Trustee at the time of
contribution. No contributions to the Trust by Participants shall be permitted except with respect to amounts
necessary to meet tax withholding obligations.
5.02Initial Investment. Any funds held by the Trust prior to investment in the Common Stock
shall be invested by the Trustee in such interest-bearing account or accounts at the Savings Association as the
Trustee shall determine to be appropriate.
5.03Investment of Trust Assets. Following approval of the Plan by stockholders of the Parent
and receipt of any other necessary regulatory approvals, the Trust shall purchase Common Stock of the Parent in
an amount equal to up to 100% of the Trust's assets, after providing for any required withholding as nee ded for
tax purposes, provided, however, that the Trust shall not purchase more than 171,925 shares of Common Stock,
representing 4% of the aggregate shares of Common Stock issued by the Parent in the Conversion. The Trustee
may purchase shares of Common Stock in the open market or, in the alternative, may purcha se authorized but
unissued shares of the Common Stock from the Parent sufficient to fund the Plan Share Reserve.
5.04Effect of Allocations, Returns and Forfeitures Upon Plan Share Reserves. Upon the
allocation of Plan Share Awards under Sections 6.02 and 6.05, or the decision of the Committe e to return Plan
Shares to the Parent, the Plan Share Reserve shall be reduced by the number of Shares subjec t to the Awards so
allocated or returned. Any Shares subject to an Award which are not earned because of forfei ture by the
Participant pursuant to Section 7.01 shall be added to the Plan Share Reserve.
Article VI
ELIGIBILITY; ALLOCATIONS
6.01 Eligibility. Employees are eligible to receive Plan Share Awards within the sole discretion of
the Committee. Directors who are not otherwise Employees shall receive Plan Share Awards pursuant to
Section 6.05.
6.02Allocations. The Committee will determine which of the Employees will be granted Plan
Share Awards and the number of Shares covered by each Award, provided, however, that in no event shal l any
Awards be made which will violate the Charter or Bylaws of the Savings Association or it s Parent or
Subsidiaries or any applicable federal or state law or regulation. In the event Shares are forfeited for any reason
or additional Shares are purchased by the Trustee, the Committee may, from time t o time, determine which of
the Employees will be granted Plan Share Awards to be awarded from forfeited Shares. In sele cting those
Employees to whom Plan Share Awards will be granted and the number of shares covered by such Awards, the
Committee shall consider the prior and anticipated future position, duties and responsi bilities of the Employees,
the value of their prior and anticipated future services to the Savings Association and i ts Subsidiaries, and any
other factors the Committee may deem relevant. All actions by the Comm ittee shall be deemed final, except to
the extent that such actions are revoked by the Board. Notwithstanding anything herein to the contrary, in no
event shall any Employee receive Plan Share Awards in excess of 25% of the aggregate Plan Shares authorized
under the Plan.
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July 1998 18-207
6.03Form of Allocation. As promptly as practicable after a determination is made pursuant to
Section 6.02 or Section 6.05 that a Plan Share Award is to be made, the Committee shall notify the Participant
in writing of the grant of the Award, the number of Plan Shares covered by the Award, and the t erms upon
which the Plan Shares subject to the award may be earned. The date on which the Committee makes its award
determination or the date the Committee so notifies the Participant shall be considered the date of grant of the
Plan Share Awards as determined by the Committee. The Committee shall mai ntain records as to all grants of
Plan Share Awards under the Plan.
6.04Allocations Not Required. Notwithstanding anything to the contrary at Sections 6.01, 6.02 or
6.05, no Employee shall have any right or entitlement to receive a Plan Share Award he reunder, such Awards
being at the sole discretion of the Committee and the Board, nor shall the Em ployees as a group have such a
right. The Committee may, with the approval of the Board (or, if so directed by the Board) return all Common
Stock in the Plan Share Reserve to the Savings Association at any time, and cease issuing Plan Share Awards.
6.05Awards to Directors. Notwithstanding anything herein to the contrary, upon the Effective
Date, a Plan Share Award consisting of 8,596 Plan Shares shall be awarded to each Direct or of the Savings
Association that is not otherwise an Employee. Such Plan Share Award shall be earned a nd non-forfeitable at
the rate of one-fifth as of the one-year anniversary of the Effective Date and an addit ional one-fifth following
each of the next four successive years during such periods of service as a Director or Director Em eritus. Further,
such Plan Share Award shall be immediately 100% earned and non-forfeitable in the event of t he death or
Disability of such Director or Director Emeritus, or upon a Change in Control of the Savings Associa tion or
Parent; provided that such accelerated vesting is not inconsistent with applica ble regulations of the Office of
Thrift Supervision ("OTS") or other appropriate banking regulator at the time of such Change in C ontrol.
Subsequent to the Effective Date, Plan Share Awards may be awarded to newly electe d or appointed Directors
of the Savings Association by the Committee, provided that total Plan Share Awards granted t o non-employee
Directors of the Savings Association shall not exceed 305% of the total Plan Share Reserve in the aggregate
under the Plan or 5% of the total Plan Share Reserve to any individual non-employee Director.
Article VII
EARNINGS AND DISTRIBUTION OF PLAN SHARES; VOTING RIGHTS
7.01 Earnings Plan Shares; Forfeitures.
(a) General Rules. Unless the Committee shall specifically state to the contrary at the ti me a Plan
Share Award is granted, Plan Shares subject to an Award shall be earned and non-forfeitable by a Participant at
the rate of one-fifth of such Award following one year after the granting of such Award, and an a dditional one-
fifth following each of the next four successive years; provided that such Participant rema ins an Employee,
Director, or Director Emeritus during such period. Notwithstanding anything herein to the contrary, in no event
shall a Plan Share Award granted hereunder be earned and non-forfeitable by a Participant m ore rapidly than at
the rate of one-fifth of such Award as of the one year anniversary of the date of grant and a n additional one-fifth
following each of the next four successive years.
(b) Revocation for Misconduct. Notwithstanding anything herein to the contrary, the Board may,
by resolution, immediately revoke, rescind and terminate any Plan Share Award, or portion t hereof, previously
awarded under this Plan, to the extent Plan Shares have not been delivered thereunder to the Participant,
whether or not yet earned, in the case of a Participant who is discharged from the em ploy or service of the
Parent, Savings Association or a Subsidiary for Cause, or who is discovered after termination of e mployment or
service to have engaged in conduct that would have justified termination for Cause. A determination of Cause
shall be made by the Board within its sole discretion.
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(c) Exception for Terminations Due to Death or Disability. Notwithstanding the general rule
contained in Section 7.01(a) above, all Plan Shares subject to a Plan Share Award hel d by a Participant whose
employment or service with the Parent, Savings Association or a Subsidiary terminates due to death or
Disability, shall be deemed earned and nonforfeitable as of the Participant's last da te of employment or service
with the Parent, Savings Association or Subsidiary and shall be distributed as soon as practicable thereafter.
(d) Exception for Termination after a Change in Control. Notwithstanding the general rule
contained in Section 7.01 above, all Plan Shares subject to a Plan Share Award held by a Participant shall be
deemed to be immediately 100% earned and non-forfeitable in the event of a Change in Control of the Parent or
Savings Association and shall be distributed as soon as practicable thereafter; provided tha t such accelerated
vesting is not inconsistent with applicable regulations of the OTS or other appropriate banki ng regulator at the
time of such Change in Control.
7.02Accrual and Payment of Dividends. A holder of a Plan Share Award, whether or not earned,
shall also be entitled to receive an amount equal to any cash dividends decl ared and paid with respect to shares
of Common Stock represented by such Plan Share Award between the date the relevant Plan Share Award was
granted to such Participant and the date the Plan Shares are distributed. Such cash dividend amounts shall be
held in arrears under the Trust and distributed upon the earning of the applicable Plan Sha re Award. Such
payment shall also include an appropriate amount of earnings, if any, of the Trust assets wi th respect to any cash
dividends so distributed.
7.03Distribution of Plan Shares.
(a) Timing of Distributions: General Rule. Except as provided in Subsections (d) and (e)
below, Plan Shares shall be distributed to the Participant or his Beneficiary, as the case may be, as soon as
practicable after they have been earned. No fractional shares shall be distribut ed. Notwithstanding anything
herein to the contrary, at the discretion of the Committee, Plan Shares may be distributed prior to such Shares
being 100% earned, provided that such Plan Shares shall contain a restrictive legend det ailing the applicable
limitations of such shares with respect to transfer and forfeiture.
(b) Form of Distribution. All Plan Shares, together with any shares representing stock dividends,
shall be distributed in the form of Common Stock. One share of Common Stock shall be given for each Plan
Share earned. Payments representing cash dividends (and earnings thereon) shall be made in c ash.
Notwithstanding anything within the Plan to the contrary, upon a Change in Control whereby substa ntially all of
the Common Stock of the Company shall be acquired for cash, all Plan Shares associate d with Plan Share
Awards, together with any shares representing stock dividends associated with Plan Share Awards, sha ll be, at
the sole discretion of the Committee, distributed as of the effective date of such Change in Control, or as soon as
administratively feasible thereafter, in the form of cash equal to the considerati on received in exchange for such
Common Stock represented by such Plan Shares.
(c) Withholding. The Trustee may withhold from any payment or distribution made under this
Plan sufficient amounts of cash or shares of Common Stock necessary to cover any applic able withholding and
employment taxes, and if the amount of such payment or distribution is not sufficient, the Trustee may require
the Participant or Beneficiary to pay to the Trustee the amount required to be withheld in taxes as a condition of
delivering the Plan Shares. The Trustee shall pay over to the Parent, Savings Associati on or Subsidiary which
employs or employed such Participant any such amount withheld from or paid by the Participant or Beneficiary.
(d) Timing: Exception for 10% Shareholders. Notwithstanding Subsection (a) above, no Plan
Shares may be distributed prior to the date which is five years from the effective date of the Conversion to the
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1998 Jefren Publishing Company, 18-208A
extent the Participant or Beneficiary, as the case may be, would after receipt of such
Shares own in excess of ten percent (10%) of the issued and outstanding shares of
Common Stock held by parties other than Parent, unless such action is approved in
advance by a majority vote of disinterested directors of the Board of the Parent. Any
Plan Shares remaining undistributed solely by reason of the operation of this Subsection
(d) shall be distributed to the Participant or his Beneficiary on the date which i s five
years from the effective date of the Conversion.
(e) Regulatory Exceptions. No Plan Shares shall be distributed,
however, unless and until all of the requirements of all applicable law and regulat ion
shall have been fully complied with, including the receipt of approval of the Plan by the
stockholders of the Parent by such vote, if any, as may be required by applicable law
and regulations as determined by the Board.
7.04Voting of Plan Shares. After a Plan Share Award has become earned
and non-forfeitable, the Participant shall be entitled to direct the Trustee as to the voting
of the Plan Shares which are associated with the Plan Share Award and which have not
yet been distributed pursuant to Section 7.03, subject to rules and procedures adopted by
the Committee for this purpose. All shares of Common Stock held by the Trust as to
which Participants are not entitled to direct, or have not directed, the voting of such
Shares, shall be voted by the Trustee as directed by the Committee.
Article VIII
TRUST
8.01 Trust. The Trustee shall receive, hold, administer, invest and make
distributions and disbursements from the Trust in accordance with the provisions of the
Plan and Trust and the applicable directions, rules, regulations, procedures and policies
established by the Committee pursuant to the Plan.
8.02Management of Trust. It is the intention of this Plan and Trust that
the Trustee shall have complete authority and discretion with respect to the
management, control and investment of the Trust, and that the Trustee shall inve st all
assets of the Trust, except those attributable to cash dividends paid with respect t o Plan
Shares not held in the Plan Share Reserve, in Common Stock to the fullest extent
practicable, except to the extent that the Trustee determines that the hol ding of monies
in cash or cash equivalents is necessary to meet the obligations of the Trust. In
performing their duties, the Trustees shall have the power to do all things and execut e
such instruments as may be deemed necessary or proper, including the following
powers:
(a) To invest up to one hundred percent (100%) of all Trust assets in the
Common Stock without regard to any law now or hereafter in force limiting
investments for Trustees or other fiduciaries. The investment authorized herein
may constitute the only investment of the Trust, and in making such
investment, the Trustee is authorized to purchase Common Stock from the
Parent or from any other source, and such Common Stock so purchased may
be outstanding or newly issued shares.
(b) To invest any Trust assets not otherwise invested in accordance with
STOCK OPTIONS§18.209
July 1998 18-208B
(a) above in such deposit accounts, and certificates of deposit (including those
issued by the Savings Association), obligations of the United States
government or its agencies or such other investments as shall be considered the
equivalent of cash.
(c) To sell, exchange or otherwise dispose of any property at any time
held or acquired by the Trust.
(d) To cause stocks. bonds or other securities to be registered in the name
of a nominee, without the addition of words indicating that such security is an
asset of the Trust (but accurate records shall be maintained showing that such
security is an asset of the Trust).
(e) To hold cash without interest in such amounts as may be in the
opinion of the Trustee reasonable for the proper operation of the Plan and
Trust.
(f) To employ brokers, agents, custodians, consultants and accountants.
(g) To hire counsel to render advice with respect to their rights, duties and
obligations hereunder, and such other legal services or representation as they
may deem desirable.
(h) To hold funds and securities representing the amounts to be
distributed to a Participant or his Beneficiary as a consequence of a dispute as
to the disposition thereof, whether in a segregated account or held in common
with other assets.
Notwithstanding anything herein contained to the contrary, the Trustee shall
not be required to make any inventory, appraisal or settlement or report to any court, or
to secure any order of a court for the exercise of any power herein contained, or to
maintain bond.
8.03Records and Accounts. The Trustee shall maintain accurate and
detailed records and accounts of all transactions of the Trust, which shall be avai lable at
all reasonable times for inspection by any legally entitled person or entity to t he extent
required by applicable law, or any other person determined by the Committee.
8.04Earnings. All earnings, gains and losses with respect to Trust assets
shall be allocated in accordance with a reasonable procedure adopted by the Commit tee,
to bookkeeping accounts for Participants or to the general account of the Trust,
depending on the nature and allocation of the assets generating such earnings, gains and
losses. In particular, any earnings on cash dividends received with respect to shares of
Common Stock shall be allocated to accounts for Participants, except to the exte nt that
such cash dividends are distributed to Participants, if such shares are the subject of
outstanding Plan Share Awards, or, otherwise to the Plan Share Reserve.
8.05Expenses. All costs and expenses incurred in the operation and
administration of this Plan, including those incurred by the Trustee, shall be paid by the
Savings Association.
8.06Indemnification. Subject to the requirements and limitations of
applicable laws and regulations, the Parent and the Savings Association shall inde mnify,
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1998 Jefren Publishing Company, 18-208C
defend and hold the Trustee harmless against all claims, expenses and liabiliti es arising
out of or related to the exercise of the Trustee's powers and the discharge of their duti es
hereunder, unless the same shall be due to their gross negligence or willful misconduct.
Article IX
MISCELLANEOUS
9.01 Adjustments for Capital Changes. The aggregate number of Plan
Shares available for issuance pursuant to the Plan Share Awards and the number of
Shares to which any Plan Share Award relates shall be proportionately adjusted for any
increase or decrease in the total number of outstanding shares Of Common Stock issued
subsequent to the effective date of the Plan resulting from any split, subdivision or
consolidation of the Common Stock or other capital adjustment, change or exchange of
the Common Stock, or other increase or decrease in the number or kind of shares
effected without receipt or payment of consideration by the Parent.
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July 1998 18-208D
9.02Amendment and Termination of the Plan. The Board may, by
resolution, at any time, amend or terminate the Plan. The power to amend or term inate
the Plan shall include the power to direct the Trustee to return to the Pare nt all or any
part of the assets of the Trust, including shares of Common Stock held in the Plan Share
Reserve, as well as shares of Common Stock and other assets subject to Plan Share
Awards which have not yet been earned by the Participants to whom they have been
awarded. However, the termination of the Trust shall not affect a Participant's right t o
earn Plan Share Awards and to the distribution of Common Stock relating thereto,
including earnings thereon, in accordance with the terms of this Plan and the grant by
the Committee or the Board. Notwithstanding the foregoing, no action of the Board may
increase (other than as provided in Section 9.01 hereof) the maximum number of Plan
Shares permitted to be awarded under the Plan as specified at Section 5.03, material ly
increase the benefits accruing to Participants under the Plan or materially m odify the
requirements for eligibility for participation in the Plan unless such action of the B oard
shall be subject to ratification by the stockholders of the Parent.
9.03Nontransferable. Plan Share Awards and rights to Plan Shares shall
not be transferable by a Participant, and during the lifetime of the Participant, Pl an
Shares may only be earned by and paid to the Participant who was notified in writing of
the Award by the Committee pursuant to Section 6.03. No Participant or Beneficiary
shall have any right in or claim to any assets of the Plan or Trust, nor shall the Pa rent,
Savings Association, or any Subsidiary be subject to any claim for benefits hereunder.
9.04No Employment Rights. Neither the Plan nor any grant of a Plan
Share Award or Plan Shares hereunder nor any action taken by the Trustee, the
Committee or the Board in connection with the Plan shall create any right, ei ther
express or implied, on the part of any Participant to continue in the employ or service of
the Parent, Savings Association, or a Subsidiary thereof.
9.05Voting and Dividend Rights. No Participant shall have any voting or
dividend rights of a stockholder with respect to any Plan Shares covered by a Plan Share
Award, except as expressly provided in Sections 7.02 and 7.04 above, prior to the time
said Plan Shares are actually distributed to such Participant.
9.06Governing Law. The Plan and Trust shall be governed by and
construed under the laws of the State of North Carolina, except to the extent that Fe deral
Law shall be deemed applicable.
9.07Effective Date. The Plan shall be effective as of the date of approval
of the Plan by stockholders of the Parent, subject to the receipt of approval or non-
objection by the OTS or other applicable banking regulator, if applicable.
9.08Term of Plan. This Plan shall remain in effect until the earlier of (i)
termination by the Board, (ii) the distribution of all assets of the Trust, or (iii) 21 ye ars
from the Effective Date. Termination of the Plan shall not effect any Plan Share Awa rds
previously granted, and such Plan Share Awards shall remain valid and in effect until
they have been earned and paid, or by their terms expire or are forfeited.
9.09Tax Status of Trust. It is intended that the Trust established hereby
shall be treated as a grantor trust of the Savings Association under the provisions of
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1998 Jefren Publishing Company, 18-208E
Section 671 et seq. of the Internal Revenue Code of 1986, as amended, as the same may
be amended from time to time.
Green Street Financial Corporation 9/6/96
