Post-conversion.

CFR · 2024-01-01 · US · Title 12

(a) (i) The resulting stock holding company discloses the plans in the proxy statement and offering circular and indicates in the offering circular that there will be a separate shareholder vote on the Option Plan and the MRP at least six months after the conversion. No shareholder vote is required to implement the ESOP. The ESOP must be tax-qualified. (ii) The Option Plan does not exceed more than ten percent of the number of shares that the resulting stock holding company issued in the conversion. (iii)(A) The ESOP and MRP do not exceed, in the aggregate, more than ten percent of the number of shares that the resulting stock holding company issued in the conversion. If the resulting stock holding company has tangible capital of ten percent or more following the conversion, the Board may permit the ESOP and MRP to represent, in the aggregate, up to 12 percent of the number of shares issued in the conversion; and (B) The MRP does not exceed more than three percent of the number of shares that the resulting stock holding company issued in the conversion. If the resulting stock holding company has tangible capital of ten percent or more after the conversion, the Board may permit the MRP to represent up to four percent of the number of shares that the resulting stock holding company issued in the conversion. (iv) No individual receives more than 25 percent of the shares under any plan. (v) The directors who are not the officers do not receive more than five percent of the shares

official document · source cfr-2024 · id 12:§ 239.63