Ford Stock Fund. The Trustee shall establish and administer the Ford Stock Fund in accordance with the following:

Ford Stock Fund. Master Trust investments in Ford Stock shall be made via the Ford Stock Fund. While investments in the Ford Stock Fund shall consist primarily of shares of Ford Stock, in order to satisfy daily participant requests for transfers and payments, the Ford Stock Fund shall also hold cash or other short-term liquid investments. Such holdings may include investments in (i) Fidelity Institutional Cash Portfolios: Money Market: Class I "FICAP", or (ii) such other Mutual Fund or commingled pool as agreed to by the Company and Master Trustee. A target percentage and drift allowance for short-term liquid investments shall be agreed to in writing by the Company and Master Trustee, and the Master Trustee shall be responsible for ensuring that the percentage of these investments falls within the agreed upon range over time. The Company shall have the right to direct the Master Trustee as to the manner in which the Master Trustee is to vote the shares of a mutual fund used as the liquidity reserve. Each participant's proportional interest in the Ford Stock Fund shall be measured in units of participation, rather than shares of Ford Stock. Such units shall represent a proportionate interest in all of the assets of the Ford Stock Fund, which includes shares of Ford Stock, short-term, liquid investments and at times, receivables for dividends, interest or Ford Stock sold and payables for Ford Stock purchased. Each day, the Master Trustee shall determine a NAV for each unit outstanding of the Ford Stock Fund. The NAV will fluctuate daily and shall be adjusted by dividends paid on the shares of Ford Stock held by the Ford Stock Fund, gains or losses realized on sales of Ford Stock, appreciation or depreciation in the market price of shares owned, and interest on the short-term investments held by the Ford Stock Fund. Dividends on shares in excess of the Grandfathered ESOP shares and received by the Ford Stock Fund shall, according to direction from Participants or the Named Fiduciary, either be: a) paid to the Participant in cash; or b) retained by the Trustee in the Ford Stock Fund and used to allocate additional units of such fund to the accounts of Participants who have elected to have dividends reinvested. Notwithstanding the foregoing paragraph, no Participant shall be entitled to elect a cash dividend unless the dividends attributable to such Participant with respect to the Ford stock Fund exceeds $10.00 for any given dividend payment. In the event dividends attributable...

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Company Stock The Certificates and stock powers, duly endorsed, transferring the Company Stock to Subsidiary and the officer and director resignations required in Section 4.6;
Company Stock Plans (a) The Company shall take such action as shall be required:
ESOP “ESOP” shall mean an employee stock ownership plan sponsored by First Federal and that will buy SHC Common Stock in the Reorganization.
Employee Stock Purchase Plan The Company shall take all requisite action with respect to the Company’s 2000 Employee Stock Purchase Plan, as amended (the “Company ESPP”), to ensure that (i) all outstanding Company Purchase Rights (as defined in Section 4.02) will be exercised no later than three (3) Business Days prior to the Expiration Date, (ii) no Company Purchase Rights will be issued and outstanding as of the Expiration Date, (iii) conditioned upon the occurrence of the Closing, the Company ESPP will be terminated no later than the Effective Time, and (iv) no additional offering periods shall commence on or after the Expiration Date. The Company shall deliver to Parent prior to the Expiration Date sufficient evidence that the Company ESPP will be terminated as of the Effective Time, conditioned upon the occurrence of the Closing. In addition, prior to the Effective Time, the Company shall take all actions (including, if appropriate, amending the terms of the Company ESPP and the terms of any offering period(s) commencing prior to the Expiration Date) that are necessary to provide that, as of the Effective Time, participants and former participants in the Company ESPP shall cease to have any right or interest thereunder. Notwithstanding the foregoing, all actions taken and all amendments made pursuant to this Section 3.06 shall be taken or made in compliance with Sections 423 and 424 of the Code and so as not to result in a “modification” under such Sections. All Shares issued in connection with the exercise of the Company Purchase Rights shall be, at the Effective Time, converted into the right to receive the Merger Consideration in accordance with, and pursuant to, the terms and conditions of this Agreement.
STOCK AND STOCK CERTIFICATES Section 1. Shares of stock shall be transferrable on the books of the Company and a transfer book shall be kept in which all transfers of stock shall be recorded.
Shareholder Accounts In connection with the establishment of Shareholder accounts, JHSS shall:
No Further Ownership Rights in Company Common Stock All shares of Parent Common Stock issued in accordance with the terms hereof (including any cash paid in respect thereof pursuant to Section 1.6(f) and 1.7(d)) shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Common Stock, and there shall be no further registration of transfers on the records of the Surviving Corporation of shares of Company Common Stock which were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be canceled and exchanged as provided in this Article I.
Capital Stock and Ownership The Capital Stock of each of Holdings and its Subsidiaries has been duly authorized and validly issued and is fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Holdings or any of its Subsidiaries is a party requiring, and there is no membership interest or other Capital Stock of Holdings or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Holdings or any of its Subsidiaries of any additional membership interests or other Capital Stock of Holdings or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase, a membership interest or other Capital Stock of Holdings or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Holdings and each of its Subsidiaries in their respective Subsidiaries as of the Closing Date.
Company Stock Options (a) At the Effective Time, each outstanding stock option (each a "Company Stock Option" and, collectively, the "Company Stock Options") granted pursuant to the terms and conditions of the Company's stock option plans and arrangements (collectively, the "Company Stock Option Plans"), whether or not exercisable, shall be converted into and become rights with respect to Parent Common Stock, and the Parent shall assume the Company's obligations with respect to each Company Stock Option and the related Company Stock Option Plan, in accordance with its terms, except that from and after the Effective Time (i) Parent and its compensation committee shall be substituted for the Company and the committee of the Company's Board of Directors (including, if applicable, the entire Company Board) administering the Company Stock Option Plan, if any, under which such Company Stock Option was granted or otherwise governed, (ii) each Company Stock Option assumed by Parent may be exercised solely for shares of Parent Common Stock, (iii) the number of shares of Parent Common Stock subject to such Company Stock Option shall be equal to the number of whole shares (rounded to the nearest whole share) of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time multiplied by the Exchange Ratio, (iv) the per share exercise price under each such Company Stock Option shall be adjusted by dividing the per share exercise price under each such Company Stock Option by the Exchange Ratio and rounding to the nearest whole cent, and (v) all references in the Company Stock Option Plans and the stock option certificates and agreements to the Company (or its predecessors) shall be deemed to refer to Parent. Notwithstanding the provisions of clauses (iii) and (iv) of the first sentence of this Section 2.04(a), each Company Stock Option which is an "incentive stock option" shall be adjusted as required by Section 424 of the Code, and the regulations promulgated thereunder, so as not to constitute a modification, extension or renewal of such Company Stock Option, within the meaning of Section 424(h) of the Code.
Rights as Shareholders; Stock Transfers At the Effective Time, holders of Company Common Stock shall cease to be, and shall have no rights as, shareholders of the Company other than the right to receive the Merger Consideration provided under this Article III. After the Effective Time, there shall be no transfers on the stock transfer books of the Company of shares of Company Common Stock.

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