IV. ESOP Allocations under the Plan

the Participants with respect to allocated shares.

B. Dividends. If dividends are paid with respect to ESOP shares, such dividends shall be used to repay ESOP debt (causing shares to be released and allocated to Participant Accounts), allocated directly to Participant Accounts or paid to Participants directly.

C. Put Rights and Rights of First Refusal. Currently, the Company is an electing Subchapter S corporation and, as a result, ESOP distributions are made in the form of cash (equal to the value of stock allocated to the Participant’s ESOP account). However, in the event that the Company’s status changes and stock distributions are made from the ESOP, the shares distributed to the Participant would be subject to (1) a right of first refusal (meaning that they would have to be offered to the ESOP and the Company before being sold to a third party buyer) and (2) a put right (meaning that the Company must be willing to purchase the shares from the Participant immediately following distribution).

ARTICLE VIII: TOP-HEAVY RULES

A. Top-Heavy Plan Description. A Top-Heavy Plan is one in which the total account balances of certain highly paid employees (“Key Employees”) are more than 60% of the total account balances of all Participants.

B. Required Features of Top-Heavy Plans. If the Plan becomes top-heavy, the Plan will provide for a minimum contribution to be allocated to each non-Key Employee equal to 3% of compensation.

ARTICLE IX: PLAN ADMINISTRATION

A. Trustee. The Trustee (or Trustee Committee) owns the stock in the Plan and has responsibility for the investment of the Plan’s non-stock assets, consistent with Participant directions. It also has responsibility for receiving contributions and making distributions when appropriate. It has responsibility for keeping records regarding Plan holdings and disseminating annual reports regarding these holdings.

B. Plan Administrator. The Plan Administrator administers the Plan and has overall control and authority to administer the Plan. The Plan Administrator may retain and appoint professional advisors or administrators to provide services to the Plan. It instructs the Trustee regarding payments to/from the Plan and communicates with Employees regarding participation, benefits, claims, etc. It has responsibility for completing and submitting annual returns and reports to governmental agencies. The Plan Administrator shall resolve all questions regarding Plan operation and interpretation.