2. E.S.O.P.

Welcome to the J.D. Abrams, L.P. Employee Stock Ownership Plan (ESOP) page.

Here we hope you find the information you are looking for to help each of us understand the ESOP's benefit and value to us as employee owners, and to our Company by being 100% employee owned.

The Abrams family, along with Abrams International has appointed several employees to serve as members of your ESOP Committee. Their primary function is to help train our employees on what the ESOP is, and how we can use that information to help create beneficial ownership behaviors that focus on safety, quality, career growth and opportunities for the future thru consistent profitability. So let's get started...

What is an ESOP? An Employee Stock Ownership Plan (ESOP) is a federally qualified employee benefit plan that is governed and regulated by United States law under the Federal Employee Retirement Income Security Act of 1974 (ERISA). Individual company ESOP plans are approved by the Internal Revenue Service (IRS) and monitored by the Department of Labor (DOL).

An ESOP creates a direct link between company interests and employee interests through employee ownership. A company with an ESOP establishes a Trust into which it contributes new shares of its own stock or cash to buy existing shares. Shares or cash in the Plan are allocated to individual employee accounts once each year. Employees who are a part of an ESOP are referred to as participants. As participants gain longevity in an ESOP they acquire an increasing right to the value of the shares allocated to their account, a process known as vesting. When participants retire or otherwise leave the company, the company must redeem their allocated shares at the fair market value for those shares. ESOPs are defined by ERISA legislation, the IRS, and the DOL as defined contribution plans. Our Plan, which was approved by the IRS, lays the ground work for how each of these different aspects of the plan are handled.

Through this web page, and continued training at our Office and Project locations, your ESOP Committee is focused on improving our knowledge of how our individual efforts contribute to the overall value and success of the Company.

Below, you will find several easy ways to ask questions about your ESOP Plan, and how it works. You can click on the email link, or print a paper form to fax or mail in.

You can also access our FAQ section (coming soon!) for answers to other questions that have been received.

Your ESOP Committee operates under a Mission Statement that is within the ESOP guidelines. Here is where the goals for the Committee are agreed upon, and how the committee operates, what their responsibilities are, and how we can nominate other Plan Participants to be part of it.

The Committee's focus in the coming years is to train towards our vesting schedule. Knowing that at each step in our career the ESOP will mean different things to us, our goal is to:

• Develop training for new hires, and people gaining plan entry. The purpose here is to help employees just starting their career with Abrams understand the benefits of a long term commitment by both of us. In doing so, we expect:
  • The safety of our work spaces to continue to improve
  • our turnover rate to drop
  • our ability to attract and retain the most qualified people in our industry to rise
  • our ability to perform at the highest level of quality and production demanded by the Agencies and Owners we work for to rise with a stable committed workforce
  • When we start early in an employees career focusing on safety, and project success, we can bring employee involvement to a level that is unmatched in our industry.
• Develop communication tools for Employee Owners to use every day as we gain vesting to better understand our Statements, Share Price, Company Valuation and vesting itself. Also we will need to start understanding the ESOP's repurchase obligations as employees leave the plan.
  • Through this phase, we hope to better understand the importance of repeatability and consistency in all of our operations; understanding and reducing costs; striving for efficiency; finding new markets and new ways to bring our competitive advantages to bear as we see our efforts reflect in the Company's valuation and share price.
  • As owners, we can see how safety, quality, productivity, innovation, and pride in our accomplishments lead not only to career enrichment, but directly benefit the company we own.
• As we begin to have employees retire or gain full vesting, communicate what options are available to the employee to diversify their accounts when they near retirement age.
  • At this point, we expect to start hearing success stories from long term employees who made a career commitment to the Abrams values that paid off for them and their families when they retire.

---