XXX EMPLOYEES’ STOCK OWNERSHIP TRUST

THIS TRUST AGREEMENT, is made effective as provided below, by and between XXX (the “Company”), a corporation organized under the laws of the State of Delaware, and YYY, not in his individual capacity, but solely in his capacity as trustee (the “Trustee”), and its successors and assigns in the trust hereby evidenced.
WITNESSETH THAT:
	WHEREAS, the Company established the XXX Employees’ Stock Ownership Plan effective January 1, 2024 (the “Plan”);  

WHEREAS, the Company now desires to establish the XXX Employees’ Stock Ownership Trust (Effective January 1, 2024) (the “Trust”) to hold all assets of the Plan invested in shares of Company stock;

WHEREAS, the Trustee now desires to accept the Trust which is and becomes a part of the Plan and agrees to perform the obligations set forth in this Trust;

WHEREAS, the Trust shall be interpreted, whenever possible, to comply with the terms of the Code, ERISA, and all formal Regulations and rulings; and

WHEREAS, capitalized terms used but not defined herein shall have their respective meanings given to such terms in the Plan.
NOW, THEREFORE, pursuant to the authority delegated to the undersigned officers of the Company by resolution of its Board of Directors (the “Board”) and the authority delegated to the Trustee under the Trust;
IT IS AGREED, by and between the parties hereto, that the trust provisions contained herein shall constitute the agreement between the Company and the Trustee in connection with the Plan and the Trust; and
IT IS FURTHER AGREED, by and between the parties hereto as follows:

Article I.	
NAME AND ACCEPTANCE
Section 1.01	NAME.  This Trust Agreement and Trust hereby shall be known as the “XXX Employees’ Stock Ownership Trust” and shall hold only such assets as may be invested in shares of Company Stock. 
Section 1.02	ACCEPTANCE.  The Trustee accepts the Trust established and contained herein which is and becomes part of the Plan and agrees to perform the obligations imposed under this Trust Agreement.
Section 1.03	CONFORMANCE WITH PLAN.  Unless otherwise indicated in the Trust, all capitalized terms herein shall have the meaning as stated in the Plan.  To the extent provisions of the Plan and the Trust conflict, the provisions of the Plan shall govern; provided, however, that the Trustee’s duties and obligations shall be determined solely under the Trust.  The Company, as Plan sponsor, shall from time to time provide the Trustee a signed copy of the Plan and any subsequent amendments thereto. 
Article II.	
MANAGEMENT AND CONTROL OF TRUST FUND
Section 2.01	TRUST FUND.  The “Trust Fund” as of any date means all property of every kind held or acquired by the Trustee pursuant to this Trust but shall specifically not include any Trust assets controlled or held by another trustee under the terms of the Plan (e.g., the cash assets held in the Profit-Sharing Portion of the Plan).  The “Trust Fund” may also be referred to as “Trust assets.”  The Trustee may manage, administer and invest all contributions made to the Trust by the Employer or Employers under the Plan as one Trust Fund.  If, for any reason, it becomes necessary to determine the portion of the Trust Fund allocable to Employees and former Employees of any Employer as of any date, the Plan Administrator (as defined in Section 2.02 herein) shall specify such date as a Valuation Date and after all adjustments required under the Plan as of that Valuation Date have been made, the portion of the Trust Fund attributable to such Employees and former Employees shall be determined and shall consist of an amount equal to the aggregate of the Account balances of Employees and former Employees of that Employer plus an amount equal to any allocable contributions made by that Employer since the close of the immediately preceding Plan Year.
Section 2.02	PLAN ADMINISTRATION.  The Plan shall be administered by a Plan Administrator.  Except as provided in the Plan, Section 2.04 herein, and under ERISA, the Trustee shall have no authority to act unless directed by the Plan Administrator.  Unless the Board appoints an individual or a committee as Plan Administrator, the Board assumes the powers, duties and responsibilities of the Plan Administrator.  The Plan Administrator may authorize one or more individuals to sign all communications between the Plan Administrator and Trustee.  The Company shall at all times keep the Trustee advised of the names of the members of the Plan Administrator and individuals authorized to sign on behalf of the Plan Administrator and provide specimen signatures thereof.  With the Trustee’s prior written consent, the Plan Administrator may authorize the Trustee to act, without specific directions or other directions or instructions from the Plan Administrator, on any matter or class of matters with respect to which directions or instructions from the Plan Administrator are called for hereunder.  The Trustee shall be fully protected in relying on any communication, including electronic communication, sent by any authorized person and shall not be required to verify the accuracy or validity of any signature.  If the Trustee requests any directions hereunder and does not receive them, the Trustee shall act or refrain from acting, as it may determine, with no liability for such action or inaction.  Notwithstanding the provisions herein, the Trustee: (i) shall act in accordance with its obligations under ERISA and the Plan; and (ii) is the sole discretionary fiduciary with respect to borrowing money with respect to the purpose of purchasing Company Stock and for the purchase or sale of Company Stock.
Section 2.03	EXERCISE OF TRUSTEE’S DUTIES.  The Trustee shall discharge its duties hereunder solely in the interest of Plan Participants and other persons entitled to benefits under the Plan, and:
(a)	for the exclusive purpose of:
(i)	providing benefits to Participants and other persons entitled to benefits under the Plan; and
(ii)	defraying reasonable expenses of administering the Plan;
(b)	with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims; and
(c)	in accordance with the documents and instruments governing the Plan unless, in the good faith judgment of the Trustee, the documents and instruments are not consistent with the provisions of the Code and ERISA.
Section 2.04	 GENERAL POWERS.  The Trustee has full discretion and authority with regard to the investment and reinvestment of the Trust Fund, except with respect to Trust assets under the control or direction of a properly appointed Investment Manager or with respect to Trust assets properly subject to Employer or Participant direction of investment.  Subject to the provisions of Section 2.02, Section 2.03 and ARTICLE III herein, with respect to the Trust Fund, the Trustee shall have, but shall not be limited to, the following powers, rights and duties in addition to those provided elsewhere in this Trust, the Plan or by law; provided, however, that the Trustee shall cease to be responsible for any assets upon the transfer of such assets to any other trust formed pursuant to the terms of the Plan:
(a)	To invest the Trust Fund primarily in Company Stock (provided the Trustee does not pay in excess of adequate consideration, as defined by ERISA, for such Company Stock) and to invest or reinvest the Trust Fund in any common or preferred stocks, open-end or closed-end mutual funds, put and call options traded on a national exchange, United States retirement plan bonds, corporate bonds, debentures, convertible debentures, commercial paper, U.S. Treasury bills, U.S. Treasury notes and other direct or indirect obligations of the United States Government or its agencies, improved or unimproved real estate situated in the United States, limited partnerships, limited liability companies, insurance contracts of any type, mortgages, notes or other property of any kind, real or personal, and to buy or sell options on common stock on a nationally recognized exchange with or without holding the underlying common stock, to buy and sell commodities, commodity options and contracts for the future delivery of commodities, and to make any other investments the Trustee deems appropriate, as a prudent man would do under like circumstances with due regard for the purposes of the Plan.  Any investment made or retained by the Trustee in good faith is proper but must be of a kind (with the exception of Company Stock) constituting a diversification considered by law suitable for trust investments;
(b)	To retain in cash (pending investment, reinvestment or the distribution of Dividends) such reasonable amount as may be required to satisfy liquidity needs of the Trust and for the proper administration of the Trust and to invest such cash as provided in Section 3.01 herein, provided, however, that pending receipt of directions from the Plan Administrator, the Trustee may retain reasonable amounts of cash, in its discretion, without any liability for interest;
(c)	To invest at a reasonable rate of interest or in a common trust fund, as described in Code Section 584, or in a collective investment fund, the provisions of which govern the investment of such assets and which the Plan incorporates by this reference and which conforms to the rules of the Comptroller of the Currency;
(d)	To lease for oil, gas and other mineral purposes and to create mineral severances by grant or reservation; to pool or unitize interests in oil, gas and other minerals, and to enter into operating agreements and to execute division and transfer orders;
(e)	To hold any securities or other property in the name of the Trustee or its nominee, with depositories or agent depositories or in another form as it may deem best, with or without disclosing the trust relationship;
(f)	To provide information available to the Trustee to enable the Company to file all tax returns required for the Trust and Plan required of the Trustee;
(g)	To receive and to hold all contributions paid to it under the Plan; provided, however, that the Trustee shall have no duty to require any contributions to be made to it, to determine that the contributions received by it comply with the provisions of the Plan or with any resolution of the Board providing therefor;
(h)	To receive amounts transferred to the Trust from any plan qualified under Code Section 401(a) and/or trust exempt from taxation under Code Section 501(a), provided such transfer does not adversely impact the qualification of the Plan under Code Sections 401(a) and 4975 and/or the Trust under Code Section 501(a).
(i)	To credit and make distributions from the Trust Fund to such persons or trusts, in such manner, at such times and in such forms (Company Stock, cash or a combination thereof) as directed by the Plan Administrator without inquiring as to whether a payee or distributee is entitled to the payment, or as to whether a payment is proper, and without liability for a payment made in good faith without actual notice or knowledge of the changed condition or status of the payee or distributee.  Unless required by ERISA, the Trustee is accountable only to the Plan Administrator for any payment or distribution made by it in good faith on the order or direction of the Plan Administrator.  If any payment of benefits to be made from the Trust Fund by the Trustee is not claimed, the Trustee shall notify the Plan Administrator of that fact promptly.  The Plan Administrator will make a diligent effort to ascertain the whereabouts of the payee or distributee of benefits returned unclaimed.  The Trustee shall dispose of such payments as the Plan Administrator shall direct pursuant to the Plan and in accordance with ERISA.  The Trustee shall have no obligation to search for or ascertain the whereabouts of any payee or distributee of benefits from the trust Fund unless required by the Plan, Code or ERISA;
(j)	To vote Company Stock as provided in the Plan, and any other stocks, bonds or other securities held in the Trust, or otherwise consent to or request any action on the part of the issuer in person, by proxy or power of attorney;
(k)	To contract or otherwise enter into transactions between itself, as Trustee, and the Company or any Employer, or any Company shareholder or other individual, for the purpose of acquiring or selling Company Stock and, subject to the provisions of Section 2.03 herein and the Plan, to retain such Company Stock;
(l)	To compromise, contest, arbitrate, settle or abandon claims and demands by or against the Trust and Trust Fund;
(m)	To begin, maintain or defend any litigation necessary in connection with the investment, reinvestment and administration of the Trust, and, to the extent not paid from the Trust Fund and subject to Section 9.01 herein, the Employers shall indemnify the Trustee against all expenses and liabilities reasonably sustained or anticipated by it by reason thereof (including reasonable attorneys’ fees);
(n)	To retain any funds or property subject to any dispute without liability for the payment of interest, or to decline to make payment or delivery thereof until final adjudication is made by a court of competent jurisdiction;
(o)	To report to the Company as of the last day of each Plan Year, as of any Valuation Date (or as soon thereafter as practicable), or at such other times as may be required under the Plan, the then net worth of the Trust Fund, which is the fair market value of all property held in the Trust Fund, reduced by any liabilities other than liabilities to Participants (and their Beneficiaries) in the Plan, as determined by the Trustee;
(p)	To furnish to the Company, the Employers, and the Plan Administrator an annual statement of account or accounts for such periods as may be required under the Plan, showing the condition of the Trust Fund and the net worth of the Trust Fund at the end of the Plan Year, all investments, receipts, disbursements and other transactions made by the Trustee during the Plan Year covered by the statement, and such other information as the Trustee may possess which the Company requires in order to comply with Section 103 of ERISA.  The Trustee shall keep accurate accounts of all investments, earnings thereon, and all accounts, books and records related to such investments shall be open to inspection by any person designated by the Company, an Employer or the Plan Administrator at reasonable times and may be audited from time to time by any person or persons as the Company, Employer or Plan Administrator may specify in writing.  All accounts of the Trustee shall be kept on an accrual basis.  The Plan Administrator may direct the Trustee to furnish the Plan Administrator, Company or Employer with any information relating to the Trust Fund.  If, during the term of this Trust, the Department of Labor issues Labor Regulations under ERISA regarding the valuation of Company Stock or other assets for purposes of the reports required by ERISA, the Trustee shall use such valuation methods for purposes of the accounts described by this subparagraph.  
If the Trustee determines the shares of Company Stock held in the Trust are not readily tradable on an established securities market (determined in accordance with the requirements of IRS Notice 2011-19), all valuations of such securities shall be made by an “Independent Appraiser” retained by the Trustee, and reviewed and finalized by the Trustee, in accordance with Section 3(18)(B) of ERISA. For purposes of this Trust, an Independent Appraiser shall be such appraiser selected by the Trustee that meets the requirements of the Treasury Regulations prescribed under Section 170(a)(1) of the Code and Section 401(a)(28)(C) of the Code. 
The Company or the Plan Administrator may approve the accounting provided for under this subsection (p) by written notice of approval delivered to the Trustee or by failure to express objection to such accounting in writing delivered to the Trustee within sixty (60) days from the date upon which the accounting was delivered to the Company.  Nothing herein shall require the Company or the Plan Administrator to approve or otherwise determine the correctness of the Trustee’s valuation of Company Stock.  Upon the receipt of a written approval of the accounting, or upon the passage of the period of time within which objection may be filed without written objections having been delivered to the Trustee, such accounting shall be deemed to be approved, and the Trustee shall be released and discharged as to all items, matters and things set forth in such account, as fully as if such accounting had been settled and allowed by decree of a court of competent jurisdiction in an action or proceeding in which the Trustee, the Plan Administrator, the Company and all persons having or claiming to have any interest in the Trust Fund or under the Plan were parties;
(q)	To pay any estate, inheritance, income or other tax, charge or assessment attributable to any benefit which it shall or may be required to pay or withhold taxes; and to require before making any payment such release or other document from any taxing authority and such indemnity from the intended payee or distributee as the Trustee shall deem necessary for its protection;
(r)	To employ and to reasonably rely upon information and advice furnished by agents, attorneys, independent appraisers, independent financial advisors, accountants or other persons of its choice for such purposes as the Trustee considers desirable;
(s)	To assume, until advised to the contrary, that the Trust evidenced by this Agreement is qualified under Section 401(a) of the Code and is entitled to tax exemption under Section 501(a) of the Code;
(t)	To have the authority, in addition to Section 2.4(a), to invest and reinvest the assets of the Trust Fund, in personal property of any kind, including, but not limited to, Company Stock, bonds, notes, debentures, mortgages, equipment trust certificates, investment trust certificates, life insurance, guaranteed investment contracts, preferred or common stock, common trust funds, mutual funds, collective trust funds, and registered investment companies; provided, however, that all investments in Company Stock shall be undertaken pursuant to the provisions of Section 3.01 herein;
(u)	To exercise any options, subscription rights and other privileges with respect to the Trust Fund, subject to the provisions of ARTICLE III herein, to manage, sell, contract to sell, grant options to purchase, convey, exchange, transfer, abandon, improve, repair, insure, lease for any term even though commencing in the future or extending beyond the term of the Trust, and otherwise deal with all property, real or personal, in such manner, for such considerations and on such terms and conditions as the Trustee decides;
(v)	To register ownership of any securities or other property held by it in its own name or in the name of a nominee, with or without the addition of words indicating that such securities are held in a fiduciary capacity, and hold any securities in bearer form, but the books and records of the Trustee shall at all times reflect that all such investments are part of the Trust;
(w)	To perform any and all other acts which are necessary or appropriate for the proper management, investment and distribution of the Trust Fund;
(x)	To construe and interpret the Plan subject to the constructions and interpretations of the Plan Administrator, direction(s) from the Plan Administrator, and the rules and regulations adopted and to answer all questions arising in the administration, interpretation, and application of the Plan document and documents related to the Plan's operation;
(y)	To borrow money, to assume indebtedness, extend mortgages and encumber by mortgage or pledge; provided, however, if any loan transaction is with a Disqualified Person or a Disqualified Person guarantees a loan to the Plan or Trust, such loan shall be an Exempt Loan and the following terms and conditions apply to such loan:
(i)	Such loan shall be entered into by the Plan only if such loan is primarily for the benefit of the Participants (and their Beneficiaries).
(ii)	The Trustee will use the proceeds of a loan within a reasonable time after receipt only for any of the following purposes:  (i) to acquire Company Stock, (ii) to repay such loan, or (iii) to repay a prior Exempt Loan.  No financed Company Stock may be subject to a put, call or other option or buy-sell or similar arrangement while held by and when distributed from the Trust, whether or not the Plan is then an employee stock ownership plan;
(iii)	The interest rate of the loan may not be more than a reasonable rate of interest.  Notwithstanding anything to the contrary in this Trust or the Plan, at the time that an Exempt Loan is made, the interest rate for such Exempt loan and the price of the Company Stock acquired by such Exempt Loan should not be such that Plan assets might be drained off;
(iv)	The Exempt Loan must be for a specific term. Such Exempt Loan may not be payable at the demand of any person, except in the case of default;
(v)	Any collateral the Trustee pledges to the creditor must consist only of the assets purchased by the borrowed funds and those assets the Trust used as collateral on any prior Exempt Loan repaid with the proceeds of the current Exempt Loan:
1)	The creditor may have no recourse against the Trust under the loan except with respect to such collateral given for the loan, contributions (other than contributions of Leveraged Company Stock) that the Company makes to the Trust to meet its obligations under the loan, and earnings attributable to such collateral and the investment of such contributions.  The payment made with respect to an Exempt Loan by the Plan during a Plan Year must not exceed an amount equal to the sum of such contributions and earnings received during or prior to the year less such payments in prior years.  The Plan Administrator and the Trustee must account separately for such contributions and earnings on the books of account of the Plan until the Trust repays the loan.
2)	In the event of default upon the loan, the value of Trust assets transferred in satisfaction of the loan must not exceed the amount of default, and if the lender is a Disqualified Person, the loan must provide for transfer of Trust assets upon default only upon and to the extent of the failure of the Trust to meet the payment schedule of the loan.
3)	The Trustee will account for all assets acquired with the proceeds of an Exempt Loan initially in a suspense account within the Trust.  In withdrawing assets from the suspense account, the Trustee will apply the provisions of Treasury Regulation Section 54.4975-7(b)(8) and (15) as if all securities in the suspense account were encumbered.  Upon the payment of any portion of the loan, the Trustee will affect the release of assets in the suspense account from encumbrances in accordance with the Plan; and
(z)	Notwithstanding the foregoing, if the Plan ceases to be an employee stock ownership plan after the Trustee repays the Exempt Loan, the Leveraged Company Stock shall continue to be subject to the provisions of Treasury Regulation Section 54.4975-7(b)(4), (10), (11) and (12) relating to put, call or other options and to buy-sell or similar arrangements, except to the extent such Treasury Regulations are inconsistent with Code Section 409(h).
Notwithstanding the preceding, all valuations of Company Stock that are not readily tradable on an established securities market as described in Section 2.04(n) with respect to activities carried on by the Plan must be made by an Independent Appraiser selected by the Trustee.  The Trustee, in its sole discretion, shall be responsible for reviewing and accepting, in good faith and in accordance with the fiduciary requirements of ERISA, the appraisal prepared by the Independent Appraiser and the factors and assumptions relied on by the Independent Appraiser in preparing the appraisal.  The Trustee shall be entitled to rely on the recordkeeper and any custodian, other than the Trustee, for the maintenance and provision of all records.
Section 2.05	RESPONSIBILITY OF TRUSTEE.  The Trustee shall not be responsible in any way for the adequacy of the Trust Fund to meet and discharge any or all liabilities under the Plan or for the proper application of distributions made or other actions taken upon the direction of the Plan Administrator.  The powers, duties and responsibilities of the Trustee shall be limited to those set forth in this Trust and the Plan, or as later agreed upon by the Trustee, Company, and Plan Administrator in writing.
Section 2.06	COMPENSATION AND EXPENSES.  
(a)	So long as the Trustee is an employee of the Company or an Employer, the Trustee shall not be entitled to compensation for its services.  
(b)	So long as the Trustee is an “independent fiduciary” and not an employee of the Company or an Employer, the Trustee shall be entitled to reasonable compensation for its services, as agreed to between the Company and the Trustee in the Trustee Engagement Agreement as entered into from time to time and as such may be amended by the Company and the Trustee (“Engagement Agreement”) which is incorporated herein by reference, as it may be amended from time to time.  
While the payment of all amounts owed to the Trustee, other than pursuant to the indemnification provisions of this Trust Agreement and the Engagement Agreement, is the legal obligation of the Trust, the Company may pay any and all amounts owed to the Trustee pursuant to this Trust Agreement. To the extent the Trust is unable to pay all amounts owed to the Trustee for any reason, any unpaid amounts shall become the legal obligation of the Company and shall be paid as soon as possible after receipt of written notice from the Trustee by the Company.  The Trustee is authorized to pay from the Trust Fund all expenses reasonably incurred by the Trustee, to the extent such fees and expenses are for the ordinary and necessary administration and operation of the Trust, including the Trustee’s compensation, compensation to any agents employed by the Trustee and any reasonable accounting and reasonable legal expenses. If the Trustee is to pay such expenses from the Trust Fund but there are not sufficient amounts in the Trust Fund to pay such expenses, the Trustee has the right, to the extent that the Company does not pay such expenses: (i) to offset the amounts due to it against the Trust Fund and the Trustee shall be authorized to sell Trust assets; or (ii) to put Company Stock to the Company pursuant to Section 3.05 hereof, to the extent necessary to obtain sufficient cash to pay such expenses.  Any fee or expense paid directly or indirectly by the Company shall not be considered an Employer contribution to the Trust, provided the fee or expense relates to the ordinary and necessary administration of the Trust.
Section 2.07	CONTINUATION OF POWERS UPON TRUST TERMINATION.  Notwithstanding anything to the contrary in this Trust Agreement, upon termination of the Trust the powers, rights and duties of the Trustee hereunder shall continue until all Trust assets have been liquidated and distributed out of the Trust.
Section 2.08	BOND.  The Trustee shall be required to provide bond pursuant to the Plan for the faithful performance of its duties under the Trust and Plan, unless exempted pursuant to ERISA Section 412(a).
Section 2.09	TRUSTEE DIRECTIONS.  All decisions, determinations, directions, interpretations, and applications (collectively referred to as "determination") of the Plan and Trust by the Trustee shall be final and binding upon all persons, including (but not limited to) the Company, the Plan Administrator, and all Participants and Beneficiaries unless such determination is in violation of ERISA or any federal or state laws or the Plan Administrator has the authority to make such determination and directs or overrides the Trustee's decision provided the Plan Administrator's determination does not cause the Trustee to violate ERISA or any federal or state laws.
Section 2.10	INSURANCE PROCEEDS.  The Trustee will allocate any insurance proceeds received from the purchase of insurance contracts to Participants' Accounts in the same manner as the allocation under Section 3.04 of the Plan of the Employer contribution for the Plan Year in which the death of the insured Participant occurs.
Article III.	
PROVISIONS RELATED TO INVESTMENT OF TRUST FUND
Section 3.01	INVESTMENT OF TRUST FUND.  
(a)	Any cash received by the Trustee as Employer Contributions or as Trust Fund Income attributable to the Unallocated Company Stock Account or Unallocated General Investment Account which is not applied to fund the Current Obligations of the Trust, if any, shall be held in the Unallocated General Investment Account or Profit Sharing Accounts, invested at the direction of the Plan Administrator, or shall be applied to the payment of non-Current Obligations or General Obligations of the Trust.  All cash received by the Trustee as income attributable to Participant Company Stock Accounts, Participant General Investment Accounts and Participant Profit Sharing Accounts shall be invested as soon as practicable after receipt by the Trustee in a diversified manner in investments selected by the Trustee.  In making payments in respect of Current Obligations, non-Current Obligations, or General Obligations of the Trust, the Trustee shall use income and Employer Contributions as is specified in the Plan, namely, that income shall be first used to pay interest payments.  The Trustee is authorized to purchase Company Stock with Trust assets held in the Participant’s General Investment Accounts, Participant’s Profit-Sharing Accounts and the Unallocated General Investment Account.  
The Trustee is further authorized to purchase Company Stock from the Company or from any shareholder, and the Company Stock may be outstanding, newly issued or treasury stock.  Whenever investment in Company Stock of amounts held in the Trust Fund is required or permitted hereunder, such investment may be accomplished, on directions of the Plan Administrator, by a sale within the Trust.  Specifically, the Company Stock Accounts of Participants, Former Participants, Alternate Payees, and Beneficiaries who have become entitled to cash distributions hereunder may be liquidated by an exchange for assets held in other Accounts of the Plan, including the Participant Profit Sharing Accounts.  The Trustee shall not invest or reinvest any cash held in the Account of a Participant in Company Stock following the date the Participant Separates from Service for any reason unless specifically directed otherwise by the Plan Administrator and approved by the Trustee.  However, the Trustee may continue to hold Company Stock existing in the Participant Company Stock Account of a Participant.  
All purchases or exchanges of Company Stock shall be for no more than “adequate consideration,” as defined in Section 3(18) of ERISA, determined at the time provided under the Plan or required under applicable law.  If shares of Company Stock are not readily tradable on an established securities market (determined in accordance with the requirements of IRS Notice 2011-19), “adequate consideration” shall mean the fair market value of such Company Stock, determined in good faith by the Trustee.  
(b)	As of the end of any Plan Year in which an Inactive Participant has shares of Company Stock in his Account (after all allocations of Employer Contributions, Forfeitures, Dividends and earnings have been made) the Plan Administrator shall exchange any cash or other liquid assets held in the General Investment Accounts (including the Profit Sharing Accounts) of active Participants for such Plan Year for the number of shares of Company Stock that would otherwise be distributable to such Inactive Participants in such Plan Year had they elected to receive a distribution of their Account.  Shares of Company Stock held in each Inactive Participant’s Company Stock Account shall be exchanged at an exchange rate determined based on the most recently appraised fair market value of such Company Stock.  Such exchange shall be made pro-rata based on the active Participants’ General Investment Account (including the Profit-Sharing Accounts) balances.  In the event that there is not sufficient cash or other liquid assets in the active Participants’ General Investment Accounts (including the Profit Sharing Accounts) to exchange for all of the shares of Company Stock in the Inactive Participants’ Company Stock Accounts, required to be exchanged hereunder for such Plan Year, the exchange shall be pro-rata based upon the Inactive Participants’ Company Stock Account balances required to be exchanged hereunder for such Plan Year.  The purpose of this exchange is to assure that the Accounts of active Participants are invested in Company Stock and that the Accounts of Inactive Participants to the extent otherwise then payable to the Inactive Participant in that Plan Year are invested in assets other than Company Stock, to the maximum extent possible given the assets available to the Trust.
Following such exchange, the Trustee shall invest all exchanged amounts held in such Inactive Participant’s Account in a diversified manner in investments selected by the Trustee; provided, however the Trustee shall have no obligations for cash amounts otherwise transferred to another trust under the Plan in which case such amount shall be invested as provided for therein.
Notwithstanding any provisions of this Section to the contrary, no Company Stock shall be reallocated to other active Participants to the extent their Account has previously been diversified pursuant to the provisions of Plan.
Section 3.02	STOCK SPLITS AND OTHER CAPITAL REORGANIZATION, DIVIDENDS.  Any Company Stock received by the Trustee as a stock split or as a result of a reorganization or other recapitalization of the Company (collectively referred to as “stock split”) shall be allocated in accordance with the terms of the Plan as of each Valuation Date under the Plan.  If the Plan does not address the allocation of a stock split, the Trustee shall allocate the stock split in proportion to the Company Stock to which they are attributable.  Cash or stock in kind Dividends received by the Trustee shall be reinvested in accordance with the terms of the Plan.
Section 3.03	VOTING OF SHARES AND TENDER OR EXCHANGE OFFERS.  Company Stock held in the Trust Fund shall be voted, tendered and exchanged by the Trustee in the manner set forth in the Plan and consistent with its duties described in Section 2.03 herein.
Section 3.04	DISTRIBUTION OF TRUST FUND.  The Trustee shall make all distributions in accordance with the direction of the Plan Administrator.
Section 3.05	PUT OPTION.  If (i) the distribution of a Participant’s Company Stock Account is to be made in cash, (ii) a distribution of Company Stock is to be made pursuant to the Plan, (iii) the Trustee is required to diversify a Participant’s Company Stock Account pursuant to the Plan, or (iv) the Trustee expects to incur substantial Trust expenses which will not be paid directly by the Employer, and the Trustee determines that the Trust Fund has insufficient cash to make anticipated distributions or diversification or pay Trust expenses, the Trustee shall have a “put option” on Company Stock it holds to put such Company Stock to the Company pursuant to the Plan for the purpose of making such anticipated distributions and diversifications of Participant Company Stock Accounts, and paying such expenses and the Company agrees to honor such put and purchase the Company Stock as put to it by the Trustee.  The Trustee will price the put of the Company Stock at an amount that not less than the fair market value of such shares as such term is used in determining “adequate consideration” pursuant to Section 3(18) of ERISA and Section 2510.3-18 of the proposed regulations of the U.S. Department of Labor, and on terms that are fair to the Plan from a financial point of view.
Section 3.06	PARTICIPANT LOANS.  The Trustee shall not be permitted to make loans to Participants and Beneficiaries.
Article IV.	
VALUATION OF TRUST FUND
The Trustee shall value the Trust Fund in accordance with the Plan.
Article V.	
NO REVERSION TO EMPLOYER
No part of the corpus or income of the Trust Fund shall revert to any Employer or be used for, or diverted to, purposes other than for the exclusive benefit of Participants and other persons entitled to benefits under the Plan, provided, however, that:
(a)	For amounts contributed prior to the initial qualification of the Plan and Trust, as determined by the IRS, each Employer Contribution under the Plan is conditioned on the qualification of the Plan as applied to that Employer under Sections 401(a) and 4975(e)(7) of the Code and, if the Plan does not so qualify, the Trustee shall, upon written direction of the Plan Administrator, return to that Employer the amount of such contribution and any increment thereon within one calendar year after the date that qualification of the Plan, as applied to that Employer, is denied, but only if the application for qualification is submitted within the time prescribed by law.
(b)	Employer Contributions under the Plan are conditioned upon the deductibility thereof under Section 404 of the Code, and, to the extent any such deduction of an Employer is disallowed by the Internal Revenue Service, the Trustee shall return the amount of the contribution (to the extent disallowed), reduced by the amount of any losses thereon, to the Employer within one year after the date the deduction is disallowed.
(c)	If a contribution or any portion thereof is made by an Employer by a mistake of fact, the Trustee shall return the amount of the contribution or such portion, reduced by the amount of any losses thereon, to the Employer within one year after the date of payment to the Trustee.
Notwithstanding the foregoing, the Trustee has no responsibility as to the sufficiency of the Trust Fund to provide any distribution to an Employer under this ARTICLE V.
Article VI.	
CHANGE OF TRUSTEE
Section 6.01	RESIGNATION OF THE TRUSTEE.  The Trustee may resign its position at any time by giving 30 days advance written notice to the Company, unless such notice period is waived by the Company or the Plan Administrator.  If the Company fails to appoint a successor trustee within 30 days of its receipt of the Trustee’s written notice of resignation, the Trustee will treat the Board of the Company as having been appointed as Trustee and as having accepted their appointment as Trustee.
Section 6.02	REMOVAL OF THE TRUSTEE.  The Company may remove the Trustee by hand delivering or by mailing by registered or certified mail, addressed to such Trustee at his or her or its last known address, at least 30 days advance written notice of removal, subject to providing the removed Trustee with satisfactory written evidence of the appointment of a successor Trustee and of the successor Trustee’s acceptance of the trusteeship.  If two or more persons hold the position of Trustee, in the event of the removal of one such person, during any period the selection of a replacement is pending, or during any period such person is unable to serve for any reason, the remaining person or persons will act as the Trustee.
Section 6.03	DUTIES OF RESIGNING OR REMOVED TRUSTEE AND OF SUCCESSOR TRUSTEE.  If the Trustee resigns or is removed, it shall promptly transfer and deliver the assets of the Trust Fund to the successor Trustee and may reserve such amount to provide for the payment of all fees and expenses, or taxes then or thereafter chargeable against the Trust Fund, to the extent not previously paid by the Employers.  The Employers shall be obligated to reimburse the Trust for any amount reserved by the Trustee.  Within one hundred twenty (120) days, the resigned or removed Trustee shall furnish the Company and the successor Trustee an account of its administration of the Trust from the date of its last account.  Each successor Trustee shall succeed to the title to the Trust Fund vested in the predecessor Trustee without the signing or filing of any further instrument, but any resigning or removed Trustee shall execute all documents and do all acts necessary to vest such title or record in any successor Trustee.  Each successor Trustee shall have all the powers, rights and duties conferred by this Trust as if originally named Trustee.  No successor Trustee shall be personally liable for any act or failure to act of a predecessor Trustee, except as required by ERISA.  With the approval of the Company or Plan Administrator, a successor Trustee may accept the account rendered and the property delivered to it by its predecessor Trustee as a full and complete discharge of the predecessor Trustee without incurring any liability or responsibility for so doing.
Section 6.04	FILLING TRUSTEE VACANCY.  The Company shall fill a vacancy in the office of Trustee as soon as practicable by a writing filed with the person or entity appointed to fill the vacancy.
Article VII.	
ADDITIONAL EMPLOYERS
In addition to the requirements of the Plan, any Related Employer may become a party to this Trust Agreement by:
(a)	filing with the Company and the Trustee a copy of a resolution of its board of directors to that effect; and
(b)	filing with the Trustee a copy of a resolution of the Board of the Company consenting to such action.
Article VIII.	
AMENDMENT AND TERMINATION
Section 8.01	AMENDMENT.  While the Company expects and intends to continue the Trust, the Company reserves the right to amend or terminate the Trust at any time pursuant to an action of the Board of the Company.  However, no amendment shall change the rights, duties and liabilities of the Trustee under the Trust without its prior written agreement, nor reduce a Participant’s benefits to less than the amount such Participant would be entitled to receive if such Participant had resigned from the employ of the Employer on the date of the amendment unless otherwise required or permitted by the Code or ERISA.  Amendments to the Trust shall be in writing and shall be effective upon execution of such amendments by both the Company and the Trustee unless otherwise agreed.
Section 8.02	TERMINATION.  The Trust may be terminated as to all Employers on any date specified by the Company.  The Trust will terminate as to any Employer on the first to occur of the following:
(a)	the date it is terminated by that Employer;
(b)	the date such Employer’s contributions, or contributions on its behalf, to the Trust, are completely discontinued;
(c)	the date such Employer is judicially declared bankrupt under Chapter 7 of the U.S. Bankruptcy Code; or
(d)	the dissolution, merger, consolidation, or reorganization of that Employer, or the sale by that Employer of all or substantially all of its assets, except that, with the consent of the Company, such arrangements may be made whereby the Trust will be continued by any successor to that Employer or any purchaser of all or substantially all of that Employer’s assets, in which case the successor or purchaser will be substituted for that Employer under the Trust.
The Trustee’s powers upon termination as described above will continue until liquidation of the Trust Fund, or the portion thereof attributable to an Employer, as the case may be.  Upon termination of this Trust the Trustee shall first reserve such reasonable amounts as it may deem necessary to provide for the payment of any expenses or fees then or thereafter chargeable to the Trust Fund.  Subject to such reserve, the balance of the Trust Fund shall be liquidated and distributed by the Trustee to or for the benefit of the Participants or their Beneficiaries, as directed by the Plan Administrator after compliance with the Plan and applicable requirements of ERISA, as amended from time to time, or other applicable law, accompanied by a certification that the disposition is in accordance with the terms of the Plan and the Trustee need not question the propriety of such certification.  The Company shall have full responsibility to see that such distribution is proper and within the terms of the Plan and this Trust.  
Article IX.	
INDEMNIFICATION, APPOINTMENT OF INVESTMENT MANAGER, AND APPOINTMENT OF ANCILLARY TRUSTEE
Section 9.01	INDEMNIFICATION.
(a)	Indemnification.  For purposes of this Section 9.01, the term “Indemnitees” shall mean the Trustee and its officers, directors, employees, and agents.  Subject to the applicable provisions of ERISA, the Company shall indemnify the Indemnitees for any past or present loss, cost, expense, or other damage, including attorney’s fees, suffered by any of the Indemnitees resulting from or incurred with respect to any legal proceedings related in any way to the performance of services by any one or more of the Indemnitees pursuant to this Agreement.  The indemnification provided for in this Section 9.01 shall also extend to:  (a) any action taken or not taken by any of the Indemnitees at the direction or request of the Plan Administrator, Investment Manager, or of any agent of the Plan Administrator; and (b) all reasonable costs and expenses incurred by the Indemnitees in enforcing the indemnification provisions of this Section 9.01, including reasonable attorney’s fees and court costs.  However, these indemnification provisions shall not apply to the extent that any loss, cost, expense, or damage with respect to which any of the Indemnitees shall seek indemnification is held by a court of competent jurisdiction, in a final judgment from which no appeal is taken, to have resulted either from the gross negligence of one or more of the Indemnitees or from the willful misconduct of one or more of the Indemnitees.
(b)	Defense of Actions.
(i)	Notice and Assumption of Defense.  If one or more of the Indemnitees receives notice of any legal proceeding with respect to which indemnification may be sought against the Company pursuant to Section 9.01(a) (a “Proceeding”), the Indemnitees shall notify the Company of the Proceeding in writing within 30 days of their receipt of notice of the commencement of the Proceeding. However, failure by the Indemnitees to so notify the Company shall not relieve the Company from any liability, except to the extent that the failure to notify the Company shall actually have prejudiced the defense of any Proceeding.  The Company will be entitled to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnitees or to otherwise participate in the Proceeding.  If the Company elects to assume the defense of the Proceeding, it then shall pay all costs of defense.
(ii)	Reimbursement of Expenses.  The Company shall reimburse the Indemnitees for all reasonable costs of investigation, of testifying at any hearing, of responding to discovery proceedings, and of consulting with the Company or the attorneys for the Company.  The Indemnitees shall have the right to employ their own counsel in any Proceeding, and the reasonable fees and reasonable expenses of the Indemnitees’ counsel shall be paid by the Company as they are incurred, if any one or more of the following conditions are satisfied:
(A)	The employment by the Indemnitees of their own counsel shall be authorized by the Company, which authorization shall not be unreasonably withheld;

(B)	The Indemnitees are advised by their counsel that there may be one or more legal defenses available to them which are different from or additional to defenses available to the Company (in which case the Company shall not have the right to assume the defense of the Proceeding on behalf of the Indemnitees); 

(C)	The Company and the Trustee have a conflict of interest; 

(D)	The allegation made against the Trustee is for gross negligence or willful misconduct; 

(E)	The Company fails to assume the defense of the proceeding and to employ counsel satisfactory to the Indemnitees within fourteen (14) days after being notified of the commencement of the Proceeding; or 

(F)	The Indemnitees shall be informed by their counsel that a conflict exists with the counsel selected by the Company.

(c)	Governmental Investigations.  The provisions of this Section 9.01 shall apply if any governmental or private commission or regulatory authority shall investigate any of the Indemnitees or shall require any of the Indemnitees to testify at any hearing or in connection with any investigation, regarding the performance of services by the Indemnitees pursuant to this Trust Agreement.  Investigations covered by this Section 9.01 shall include, but shall not be limited to, investigations conducted by any agency of the United States or of the legislature of any state, or by a stock exchange or other entity having authority to investigate or regulate similar to that of a stock exchange.  In the case of any investigation, the Indemnitees shall have the right to employ separate counsel to represent them, and the Company shall pay the reasonable fees and expenses of the Indemnitees’ counsel as they are incurred.  The Trustee agrees that it shall reasonably cooperate with the Company in connection with any investigation.
(d)	Limitation.  If a court of competent jurisdiction shall hold that any payment or award of indemnification pursuant to the terms of this Agreement shall be unavailable to any one or more of the Indemnitees from the Company for any reason other than their gross negligence or willful misconduct, the Company then shall reimburse the affected Indemnitees, as required by this Section 9.01, but taking into account the basis for the denial of full indemnification by the court.
(e)	Additional Agreements.  The Trustee and the Company may also enter into additional letter agreements further delineating the indemnification agreement of this Section 9.01, provided the letter agreement is consistent with and does not violate ERISA and Delaware law.
Section 9.02	LIMITATION ON LIABILITY - IF INVESTMENT MANAGER, ANCILLARY TRUSTEE OR INDEPENDENT FIDUCIARY APPOINTED.  The Plan Administrator and Trustee shall not be liable for the acts or omissions of any Investment Manager or an ancillary trustee appointed by the Company, nor shall the Plan Administrator or Trustee be under any obligation to invest or reinvest or otherwise manage any asset of the Trust Fund which is subject to the management of a properly appointed Investment Manager or ancillary trustee.  The Plan Administrator, the Trustee, the Company and any properly appointed Investment Manager or ancillary trustee may execute a letter agreement pursuant to Section 9.03 herein as a part of this Trust delineating duties, responsibilities and liabilities of the Investment Manager or ancillary trustee with respect to any part of the Trust Fund under the control of the Investment Manager or ancillary trustee.
The limitation on liability described in this Section 9.02 also applies to the acts or omissions of an ancillary trustee or independent fiduciary properly appointed under Section 9.03 hereof.  However, if a Trustee, pursuant to the delegation described in Section 9.03 hereof, appoints an ancillary trustee, the Trustee is responsible for the periodic review of the ancillary trustee’s actions and must exercise its delegated authority in accordance with the terms of the Trust and in a manner consistent with ERISA.  The Company, the Trustee and an ancillary trustee may execute a letter agreement as a part of this Trust delineating any indemnification agreement between the parties.
Section 9.03	APPOINTMENT OF AN INVESTMENT MANAGER OR AN ANCILLARY TRUSTEE.  The Company, in writing, may appoint (subject to the written consent of the Trustee) any person or trust company in any state to act as an Investment Manager or as an ancillary trustee with respect to a designated portion of the Trust Fund.  An Investment Manager or ancillary trustee must acknowledge in writing its acceptance of the terms and conditions of its appointment as an Investment Manager or as an ancillary trustee and its fiduciary status under ERISA.  The Investment Manager and ancillary trustee have the rights, powers, duties, and discretion as the Company may delegate, subject to any limitations or directions specified in the instrument evidencing appointment of the Investment Manager or ancillary trustee and to the terms of the Trust or of ERISA.  The investment powers delegated to the Investment Manager or to the ancillary trustee may include any investment powers available under Section 2.04 or Section 3.03 hereof, including but not limited to, the right to invest or reinvest any portion of the assets of the Trust Fund in Company Stock and to invest or reinvest any portion of the assets of the Trust Fund in a common trust fund, as described in Code Section 584, or in any collective investment fund, the provisions of which govern the investment of such assets and which the Trust incorporates by this reference, but only if the Investment Manager or ancillary trustee is a bank or similar financial institution supervised by the United States or by a State and the ancillary trustee (or its affiliate, as defined in Code Section 1504) maintains the common trust fund or collective investment fund exclusively for the collective investment of money contributed by the ancillary trustee (or its affiliate) in a trustee capacity and which conforms to the rules of the Comptroller of the Currency.
The Investment Manager or ancillary trustee may resign their position at any time by providing at least 30 days’ advance written notice to the Company, unless the Company waives this notice requirement.  The Company, in writing, may remove an Investment Manager or ancillary trustee at any time.  In the event of resignation or removal, the Company may appoint another Investment Manager or ancillary trustee, return the assets to the control and management of the Trustee, or receive such assets in the capacity of the Investment Manager or ancillary trustee.  The Company, with the prior written consent of the Trustee, may delegate its responsibilities under this Section 9.03 herein to the Trustee.
If the U.S. Department of Labor (the “Department”) requires engagement of an independent fiduciary to have control or management of all or a portion of the Trust Fund, the Company will appoint such independent fiduciary, as directed by the Department.  The independent fiduciary will have the duties, responsibilities, and powers prescribed by the Department and will exercise those duties, responsibilities, and powers in accordance with the terms, restrictions, and conditions established by the Department and, to the extent not inconsistent with ERISA, the terms of the Plan.  The independent fiduciary must accept its appointment in writing and must acknowledge its status as a fiduciary of the Plan.
Section 9.04	PARTIES TO LITIGATION.  Except as otherwise provided by ERISA, no Participant or Beneficiary is a necessary party or is required to receive notice of process in any court proceeding involving the Plan, the Trust, the Trust Fund or any fiduciary of the Plan.  Any final judgment entered in any proceeding will be conclusive as to the parties over which the court entering the judgment has jurisdiction.
Article X.	
MISCELLANEOUS
Section 10.01	DISAGREEMENT AS TO ACTS.  If there is a disagreement between the Trustee and anyone as to any act or transaction reported in any accounting, the Trustee shall have the right to have its own account settled by a court of competent jurisdiction.
Section 10.02	PERSONS DEALING WITH TRUSTEE.  No person dealing with the Trustee shall be required to see to the application of any money paid or property delivered to the Trustee, or to determine whether or not the Trustee is acting pursuant to any authority granted to it under the Trust or the Plan. Each person dealing with the Trustee may act upon any notice, request or representation in writing by the Trustee, or by the Trustee’s duly authorized agent, and is not liable to any person in so acting.  The certificate of the Trustee that it is acting in accordance with the Trust and Plan will be conclusive in favor of any person relying on the certificate.
Section 10.03	THIRD PARTY AND MULTIPLE TRUSTEES. If more than two persons act as Trustee, a decision of the majority of such persons controls with respect to any decision regarding the administration or investment of the Trust Fund, or any portion of the Trust Fund with respect to which such persons act as Trustee.  However, the signature of only one Trustee is necessary to affect any transaction on behalf of the Trust.  Notwithstanding anything in this Section 10.03 or any other provision of this Agreement to the contrary, no additional trustee may be appointed without the consent of the Trustee.
Section 10.04	BENEFITS MAY NOT BE ASSIGNED OR ALIENATED.  The interests of Participants, Beneficiaries and other persons entitled to benefits under the Trust and Plan are not subject to the claims of their creditors and may not be voluntarily or involuntarily assigned, alienated or encumbered, except as allowed pursuant to Code Section 401(a)(13) or to the extent that the Plan Administrator, pursuant to the Plan, directs the Trustee that any such interests are subject to a qualified domestic relations order, as defined in Section 414(p) of the Code.
Section 10.05	EVIDENCE.  Evidence required of anyone under the Trust may be by certificate, affidavit, document or other instrument which the person acting in reliance thereon considers pertinent and reliable, and signed, made or presented by the proper party.
Section 10.06	WAIVER OF NOTICE.  Any notice required under the Trust or Plan may be waived in writing by the person entitled thereto.
Section 10.07	COUNTERPARTS.  The Trust may be executed in any number of counterparts, each of which shall be deemed an original and no other counterparts need be produced.
Section 10.08	GOVERNING LAWS AND SEVERABILITY; SITUS.  The Trust shall be construed and administered according to the laws of the State of Delaware to the extent that such laws are not preempted by the laws of the United States of America.  If any provision of the Trust or Plan is held illegal or invalid, the illegality or invalidity shall not affect the remaining provisions of the Trust and Plan, but shall be severable, and the Trust and Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted herein.  
Section 10.09	SUCCESSORS.  The Trust shall be binding on the Company, the Employers and any successor thereto by virtue of any merger, sale, dissolution, consolidation or reorganization, on the Trustee and its successor and on all persons entitled to benefits under the Plan and their respective heirs and legal representatives.
Section 10.10	ACTION.  Any action required or permitted to be taken by the Company under the Trust shall be by resolution of its Board or by a person or persons authorized by resolution of its Board.  The Trustee shall not recognize or take notice of any appointment of any representative of the Company or Plan Administrator unless and until the Company or the Plan Administrator shall have notified the Trustee in writing of such appointment and the extent of such representative’s authority.  The Trustee may assume that such appointment and authority continue in effect until it receives written notice to the contrary from the Company or Plan Administrator.  Any action taken or omitted to be taken by the Trustee by authority of any representative of the Company or Plan Administrator within the scope of his or her authority shall be as effective for all purposes hereof as if such action or inaction had been authorized by the Company or Plan Administrator.
Section 10.11	CONFORMANCE WITH PLAN.  Unless otherwise indicated in the Trust, all capitalized terms herein shall have the meaning as stated in the Plan.  To the extent provisions of the Plan and the Trust conflict, the provisions of the Plan shall govern; provided, however, that the Trustee’s duties and obligations shall be determined solely under the Trust.
Section 10.12	HEADINGS.  The headings and sections of this Trust Agreement are for convenience or reference only and shall have no substantive effect on the provisions of this Trust Agreement.

IN WITNESS WHEREOF, the Company, by its duly authorized officer, and the Trustee, have caused this Trust to be signed this __ day of _______, 2024 and effective on the 1st day of January, 2024.
“COMPANY”

XXX

By:	
Name: aaa 
Title: Chief Executive Officer 

[ADDITIONAL SIGNATURE PAGE FOLLOWS]

“TRUSTEE”

YYY, not in his individual capacity but solely in his capacity as Trustee of the XXX Employees’ Stock Ownership Trust

By:	
      YYY, solely as a Trustee