What is an Employee Stock Ownership Plan (ESOP)?

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1 What is an Employee Stock Ownership Plan (ESOP)? An ESOP is a Tax Qualified, Defined Contribution Plan, governed by the Internal Revenue Service and Department of Labor that was put into law under the Employee Retirement Income Security Act (ERISA) of More specific an Employee Stock Ownership Plan (ESOP) is: A plan that offers shareholder liquidity. A plan that offers succession planning. A plan that offers financial and equity incentives to employees using tax-deductible dollars from the Company. A plan that enables a Company to reduce or eliminate corporate taxes. A plan designed by law to invest primarily in the stock of the sponsoring company. A plan that is qualified by the IRS, which means the company and selling shareholder receive tax benefits not available to other NON ESOP companies or selling shareholders. A plan that is able to increase working cash flow or restructure debt (dilution). Why an ESOP? An ESOP allows shareholders to monetize their equity as part of a succession plan in a tax efficient manner no other retirement plan can deduct the principal portion of a stock buyout. While monetizing their equity, owners create a perpetual Company where continuing and new employees will be able to share in the equity growth of the Company. An ESOP is one tool but other shareholder exit strategies include: Sale to Third Party Sale to Management Roll up / Private Equity Initial Public Offering Wind-Up Business and Liquidate No plan - Die with a lot of life insurance Are any of these exit strategies available to you? If not, then an ESOP may be the solution.

2 Company Benefits: Income tax savings of 40% to 100% Able to increase cash flows (dilution) Corporation can succeed through multiple generations Able to use pre-tax dollars to repay debt associated with ESOP S Corporation stock owned by an ESOP is not subject to federal tax Tax-deductible C Corporation dividends Shareholder Benefits: Able to monetize equity and create liquidity for ownership Value received for stock is at fair market value (must be independent value) Able to retain control of Company As a C Corp, able to rollover sale proceeds, tax deferred (1042) Advantages for Employees: Employees participate in ESOP as a retirement plan, sharing in equity growth of the Company Accounts are tax free until a distributable event Incentivizes/Retains employees beyond a paycheck ESOP contributions are made solely by the Company ESOP contributions are typically larger than other retirement plan contributions

3 Typical ESOP set ups: Cash fund for (x) years to build up down payment or war chest for future sale Corporation obtains bank loan to purchase stock from owner(s) Owner carries note Any combination of above Myths & Misconceptions: Owner must disclose all financial information to employees = FALSE Owner will lose control of Company if ESOP owns more than 50% = FALSE Owner must sell stock immediately upon plan creation = FALSE ESOPs are only for large companies = FALSE ESOP Facts: Approximately 6,000 ESOPs in U.S. 4,500 majority owned by the ESOP 3,000 are 100% owned by the ESOP An overwhelming majority of ESOP companies have other retirement and/or savings plans, such as defined benefit pension plans or 401(k) plans, to supplement their ESOP Found in all industries, not limited to a particular type of business 71% of ESOP s are in companies with fewer than 250 employees At least 75% of ESOP s are or were leveraged, i.e. they used borrowed funds to acquire stock bought by the ESOP from a bank or owner carried paper ESOPs can be as small as 25 employees, no limit as to how large

4 Typical Installation of an ESOP 1. Education and information A. Preliminary Meeting(s): 1. Review Company/Board and Shareholder objectives 2. Discuss valuation procedures in ESOP context 3. Discuss ESOP culture and sale scenarios a. corporate governance b. ESOP trustee(s) 4. Go over ESOP rules and long term planning a. contributions, forfeitures, distributions, leveraging b. on-going record keeping and valuation c. distribution obligations in future d. impact of employees on value B. Secondary Meeting(s) as necessary 1. Review first meeting 2. Meet with other Company advisors to address questions/concerns 2. Installation A. Independent Appraisal of Company for Transaction B. Take Plan Specs / Draft Plan Document / Draft Transaction Documents C. Review Plan / Transaction Documents, Sign, Submit to IRS D. Communicate to Employees E. Typically takes 3-6 months to install the ESOP F. Installation fees range from $30,000 - $100,000+ depending on complexity **Steps may be completed in different order**

5 Since 1996 Trivium Analytics, Inc. has been involved with ESOP s and working with business owners / advisors to understand and analyze their succession objectives. The approach is simple; educate the shareholders & board of directors so that they can make an informed decision on whether or not an ESOP is right for them. With Trivium Analytics educating shareholders and board members, an ESOP can be properly designed to best meet their objectives. Trivium Analytics has worked with and continues to work with many privately held businesses throughout the United States. We are quite confident our clients will recommend our work and are happy to provide customer references. Thank you for considering Trivium Analytics for your ESOP installation needs. Contact: Todd Henry President Trivium Analytics, Inc st Street, Suite 255 Pleasanton, CA Phone: Fax: thenry@triviumanalytics.com