approval by the Company’s stockholders of a definitive agreement or plan to liquidate or dissolve the Company.

"Effective Date" shall mean the date the Plan is adopted by the Board, subject to approval of the Plan by the Company's stockholders.

Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted by the Board. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws.

No Stockholders Rights. Except as otherwise provided herein or in an applicable Program or Award Agreement, a Participant shall have none of the rights of a stockholder with respect to Shares covered by any Award until the Participant becomes the record owner of such Shares.

Average Stockholders’ Equity. Average Stockholders’ Equity for a Performance Period means the average of the Stockholders’ Equity of the Company as of the last day of the immediately preceding Performance Period and the last day of each month in the Performance Period.

INFORMATION FROM STOCKHOLDERS. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Shares of the Stockholders that the Stockholders shall furnish to the Company such information regarding itself, the Registrable Shares held by it, and the intended method of disposition of such securities, as shall be required to effect the registration of the Registrable Shares.

Optionees Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute such Participant a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased by and issued to him or her.

The Stockholders’ Representative. Each of the Stockholders makes, constitutes and appoints the Stockholders’ Representative, with full power of substitution and re-substitution, as its true and lawful attorney-in-fact for him, her or it and in his, her or its name, place, and stead to sign, execute, deliver and perform any agreement, instrument, certificate or document required to be executed by the Stockholders or otherwise contemplated hereby, to make and authorize amendments to, or waivers of, this Agreement or any other agreement, instrument, certificate and document contemplated hereby, to enforce the obligations of the Companies or ​ under this Agreement or any other agreement, instrument, certificate and document contemplated hereby, to give and receive all notices required or permitted by the Stockholders’ Representative under this Agreement or any other agreement, instrument, certificate and document contemplated hereby. This power of attorney is a special power of attorney coupled with an interest and is irrevocable, and shall survive the Closing and death, disability, legal incapacity, bankruptcy, insolvency, dissolution, or cessation of existence of any Stockholder. This power of attorney may be exercised by the Stockholders’ Representative by listing the Stockholder executing any agreement, instrument, certificate and document contemplated hereby with the single signature of the Stockholders’ Representative acting as attorney-in-fact for such Stockholder. Each Party shall be entitled to rely exclusively upon any communication given or other action taken by the Stockholders’ Representative on behalf of the Stockholders pursuant to this Agreement or the other agreement, instrument, certificate and document contemplated hereby.

The Plan shall become effective upon the later of its adoption by the Board or its approval by the stockholders of the Bank. The Plan will be approved if at an annual or special meeting of stockholders a quorum is present and the holders of a majority of the outstanding shares of common stock of the Bank (other than common stock held by Mid-Southern, M.H.C.) present or represented by proxy and entitled to vote on such matter shall be cast in favor of its approval.

Section # Approval of Stockholders.