ESOP Workbook

1. How to Use this Workbook.

2. What Is an ESOP?

3. What Are Your Objectives?

4. Methods I Want to Use for Selling Stock.

5. Stockholder Sale of Stock Under IRC Section 1042.

6. Creating Capital.

7. Selecting the Implementer.

8. ESOP Team.

9. Questions the Trustee Should Ask in Hiring an Appraiser.

10. Selecting a Trustee.

11. Naming the ESOP Committee.

12. Selecting the Administrator.

13. How to Communicate the ESOP to the Employees.

14. Feasibility Study Questionnaire.

15. Valuation of the Company for ESOP Purposes.

16. Financing.

17. Determining the Type of ESOP Transaction.

18. Estimating the Amount of Financing Needed.

19. Actions to Take Once You Have Decided to Install an ESOP.

20. Allocation.

21. Vesting.

22. Control.

23. Designing the ESOP Plan Provisions with the Attorney.

24. How to Communicate the ESOP to the Employees.

25. How to Coordinate the ESOP with Other Qualified Plans.

26. CHESOP.

27. Type of Qualified Replacement Property Selling ShareholderMight Contemplate.

28. Repurchase Liability.

29. Repurchase Liability Study Questionnaire.

30. Estate Planning.

31. What Has the Major Stockholder Done in Connection with EstatePlanning?

32. Management Buyout.

33. Are You Selling Part or All of the Company to an Outsiderat this Time? Why?

34. Eligible Employees.

35. Contribution Limits.

36. Census to Compute.

37. Formula to Determine Contribution Limits.

38. Whether to Be a C- or an S-Corporation ESOP.

39. The Decision-Making Process.

40. Items You Should Consider in Converting from a C-Corporationto a Subchapter-S Corporation.

41. Provisions That You Should Tell Your Advisor.

42. Letting Your Employees in on Certain Aspects of Your Company.

43. Diversification.

44. How We Would Distribute ESOP Benefits.

45. Equity Benefit Other Than ESOPs.

46. Accounting for the ESOP.

47. Anti-Abuse S-Corporation Rules.

48. The Free ESOP Information Hotline.