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I just want to double check because it could make a difference this year with a client.

It is my understanding that if an ESOP owns 100% of the stock there can not be any Key employee because of 5% ownership. The trust owns all the shares. So if a long term non-officer employee has an allocation balance that would be > 5% of the stock that person is still NOT a Key.

With a 100% ESOP that means only officers with high enough compensation can be Keys.

Thanks.

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