Exhibit 10.42


 


UNITED
STATIONERS INC.


AND
SUBSIDIARIES


AMENDED
AND RESTATED


MANAGEMENT
INCENTIVE PLAN


 


(As
Amended and Restated Effective January 1, 2009)


 


SECTION 1.


 


EFFECTIVENESS AND PURPOSE


 


1.1          Establishment
and Later Restatement and Effectiveness of the Plan.  United Stationers Inc.  (“USI”) initially established the Plan
as of January 1, 2000, as an annual incentive compensation plan for key
Employees, and it first became effective as of May 10, 2000 upon its
approval by USI’s stockholders.  As of January 1,
2005, the Plan was amended, restated, and continued as of January 1, 2005,
upon its approval by USI’s stockholders. 
As of January 1, 2009 (the “Effective Date” of the Plan as amended,
restated and continued and as set forth herein) the Plan has been again
amended, restated, and continued in the form set forth in this document for the
purpose of compliance with section 409A of the Code (as defined in the
Plan).  The Plan, as amended and restated
herein, shall be applicable to any awards determined or made hereunder for any
periods beginning on or after the Effective Date.  Awards determined or made under the Plan for
any periods prior to the Effective Date shall be subject to the Plan as in
effect from time to time prior to the Effective Date, and the provisions of the
Plan, as amended and restated herein, shall be inapplicable to such awards
except to the extent necessary for such awards to comply with section 409A of
the Code.


 


1.2          Purpose.  The purpose of the Plan is to
motivate and reward Participants for the achievement of operational individual
goals.


 


SECTION 2.


 


DEFINITIONS


 


2.1          Definitions.  Whenever used herein, the
following terms shall have the respective meanings set forth below, unless
otherwise expressly provided.  When the
defined meaning is intended, the term is capitalized.


 


(a)           “Base Salary” shall mean the regular salary, before
any salary reduction contributions made to the Company’s 401(k) or Section 125
plans or other deferred compensation plans, but not including any awards under
this Plan and not including any other bonuses, incentive pay, or special
awards, earned by a Participant.


 


(b)           “Board” shall mean the Board of Directors of USI.


 


(c)           “Cause” shall mean failure to follow directives and
policies of USI or any subsidiaries, insubordination, willful malfeasance,
gross negligence, or acts of dishonesty.


 

















 


(d)           “Code” shall mean the Internal Revenue Code of
1986, as amended.


 


(e)           “Committee” shall mean (I) the Human Resources
Committee with respect to Employees who are reasonably likely to be treated as “covered
employees” for the Plan Year under Section 162(m) of the Code and
executive officers of USI; (ii) the Chief Executive Officer of United
Stationers Supply Co.  with respect to
Employees who are not reasonably likely to be treated as “covered employees”
for the Plan Year under Section 162(m) of the Code and who are not
executive officers of USI; or (iii) such other officer, committee or
committees appointed by the Board to serve as the administering committee for
any group of Employees under the Plan.


 


(f)            “Company” shall mean USI and its direct and
indirect consolidated subsidiaries.


 


(g)           “Effective Date” shall have the meaning set forth
in Subsection 1.1.


 


(h)           “Employee” shall mean an employee of the Company
who is in a position meeting the defined eligibility criteria for participation
in the Plan, as stated in Subsection 3.1.


 


(i)            “Final Award” shall mean the award earned by a
Participant based on a comparison of actual year-end results against the
Performance Goals established at the beginning of the Plan Year.


 


(j)            “Human Resources Committee” shall mean the Human
Resources Committee or comparable compensation committee of the Board of
Directors of USI.


 


(k)           “Participant” shall mean an Employee who is
approved by the Committee for participation in the Plan for a specified Plan
Year,


 


(l)            “Performance Goals” may be based on any one or
more of the following measures applicable to the Company, as selected by the
Committee for any Plan Year: (a) earnings per share; (b) net earnings/
income; (c) net operating earnings/income; (d) net operating
earnings/income after taxes; (e) net operating earnings/income per share; (f) EPS
from continuing operations; (g) EBIT; (h) stock price appreciation; (i) total
shareholder return; (j) relative total shareholder return (for example, as
compared to peer group performance); (k) sales/revenues, or any component
thereof; (I) sales/revenue growth; (m) unit volume; (n) gross or
operating margins/margin contribution; (o) economic value added or economic
profit; (p) return on assets (net assets or operating assets); (q) return
on equity; (r) return on invested capital or invested capital efficiency; (s) working
capital or working capital efficiency; (t) cash flow/free cash flow; (u) net
cash provided by operating activities; (v) cash return on assets; (w) waste recovery, cost control
and/or operating efficiency targets; (x) expense targets; and (y) safety
goals.  Each goal may be expressed on an
absolute and/or relative basis, may be based on or otherwise employ comparisons
based on internal targets, the past performance of the Company and/or the past
or current performance of other companies, and in the case of earnings-based
measures, may use or employ comparisons relating to capital, shareholders equity
and/or shares outstanding, investments or assets or net assets.  Such 


 


2

















 


Performance Goals may exclude charges for
restructurings, discontinued operations and extraordinary, unusual,
non-recurring or other items specified by the Committee.


 


(m)          “Plan” shall mean (i) this Amended and Restated
Management Incentive Plan with respect to any awards determined or made for any
periods beginning on or after the Effective Date, (ii) the Management
Incentive Plan in the form established as of January 1, 2000 and as in
effect from time to time prior to January 1, 2005 with respect to any
awards determined or made for any periods beginning on or after January 1,
2000 and ended prior to January 1, 2005, and (iii) the Management
Incentive Plan in the form established as of January 1, 2005 and as in
effect from time to time prior to the Effective Date with respect to any awards
determined or made for any periods beginning on or after January 1, 2005
and ended prior to the Effective Date  ;
provided, however, that the provisions of this Amended and Restated Management
Incentive Plan shall apply to awards determined or made for any periods ended
prior to the Effective Date to the extent necessary for such awards to comply
with section 409A of the Code.


 


(n)           “Plan Year” shall mean the Company’s fiscal year,
which, as of the Effective Date, is the calendar year.


 


(o)           “Subsidiary” shall mean any direct or indirect
subsidiary of USI, including, as of the effective date of the Restated Plan,
United Stationers Supply Co.  and any of
its subsidiaries.


 


(p)           “Target Incentive Award” shall mean the award to be
paid to a Participant for meeting the respective target levels of the
Performance Goals applicable to such Participant in a particular Plan
Year.  Such Target Incentive Awards shall
be expressed as a percentage of a Participant’s actual Base Salary on January 1st
of the Plan Year, with promotional adjustments or other Base Salary changes
that occur during the Plan Year made on a pro-rata basis, using whole months.


 


(q)           “Top 5 Employees” shall mean Employees who are
reasonably likely to be treated as “covered employees” for the Plan Year under Section 162(m) of
the Code.


 


(r)            “USI” shall have the meaning set forth in Subsection
1.1.


 


2.2          Gender
and Number.  Except when
otherwise indicated by the context, any masculine terminology used herein also
shall include the feminine, and the definition of any term in the singular
shall include the plural,


 


SECTION 3.


 


ELIGIBILITY AND PARTICIPATION


 


3.1          Eligibility.  Eligibility for participation in
the Plan will be limited to those key Employees who, by the nature and scope of
their position, regularly and directly make or influence policy or operating
decisions which impact the profitability and earnings results of the
Company.  However, any Employee
participating in a sales incentive, commission arrangement, 


 

















 


or who is
currently receiving consulting payments pursuant to a consulting agreement
shall be excluded from participation in this Plan.


 


3.2           Participation.  Participation in the Plan shall be
determined annually by the Committee. 
Employees approved for participation shall be notified of their
selection.


 


3.3           Partial
Plan Year Participation.  The
Committee may allow an individual who becomes eligible during the Plan Year to
participate in the Plan.  In such case,
the Participant’s Final Award shall be prorated based on the number of full
months of participation during the pertinent Plan Year.


 


A Participant whose incentive category level
is changed during the Plan Year shall be eligible for a bonus based on the
number of months spent in each incentive category during the Plan Year.  The proration shall be determined by
multiplying the Final Award for a full year of participation at each incentive
category level by a fraction, the numerator of which shall be the number of
months spent at the incentive category level and the denominator of which shall
be twelve (12).  The Participant’s Final
Award shall be the sum of the prorated awards calculated for the time spent at
each incentive category level, with consideration to changes in Base Salary,
when appropriate.


 


3.4           No
Right to Participate.  Participation
by an Employee in a prior Plan Year does not provide a right or entitlement to
be selected for participation in a current or future Plan Year.


 


SECTION 4.


 


AWARD DETERMINATION


 


4.1           Performance
Goals.  The Human Resources
Committee shall establish for each Plan Year one or more Performance Goals and
a level of performance for each at which one hundred percent (100%) of the
Target Incentive Award shall be earned. 
The Human Resources Committee also shall establish for each Performance
Goal a range of performance levels above and below this target performance
level, including levels at which the maximum and minimum incentive awards shall
be earned, with other intermediate performance attainment between such levels
to yield awards prorated between the levels established by the Human Resources
Committee.  The Committee will establish
the Performance Goals applicable for each Participant, taking into
consideration such Participant’s duties and responsibilities, as well as the
related Target Incentive Awards and maximum and minimum award levels for such
Participant.


 


4.2           Adjustment
of Performance Targets.  Subject
to the final sentence of Subsection 4.3, the Human Resources
Committee shall have the right to adjust the Performance Goals (either up or
down) during the Plan Year if it determines that external changes or other
unanticipated business conditions have materially affected the fairness of the
Performance Goals and unduly influenced the Company’s ability to meet
them.  Further, the Human Resources
Committee shall have the right to adjust the Performance Goals and the Final
Award amounts in the event of a Plan Year consisting of less than twelve (12)
months.


 


4.3           Final
Award Determinations.  At the
end of each Plan Year, the Committee shall review performance against
Performance Goals and compute Final Awards for each Participant.  


 


4

















 


Participants
must be actively employed by the Company on the last day of the Plan Year,
except as provided in Subsections 6.1 and 6.3, to receive an
award for that Plan Year. 
Notwithstanding the immediately preceding sentence of this Subsection
4.3, with respect to any portion of a Final Award that is based on a
Participant’s personal performance evaluation that is completed after the end
of the Plan Year, the Participant must be actively employed by the Company on
the date of payment of such portion of the Final Award to receive such
portion.  Final Award amounts, may be
adjusted (either up or down) based on the Committee’s assessment of Company
performance results and Participant performance.  In addition, notwithstanding anything herein
to the contrary, with respect to the Top 5 Employees, the Committee may only
make adjustments under Subsection 4.2 and this Subsection 4.3 which
would reduce Final Awards to the Top 5 Employees and may not make adjustments
which would increase Final Awards to the Top 5 Employees; provided, that no
payment that is intended to be performance-based compensation (as that term is
used in Section 162(m) of the Code) for any Plan Year shall be paid
until the Committee has certified in writing the achievement of the Performance
Goals for that year.


 


4.4           Maximum
Final Award.  For any Top 5
Employee, the maximum Final Award for any Plan Year shall not exceed the lesser
of two hundred percent (200%) of the Participant’s Target Incentive Award or
two million dollars ($2,000,000).


 


SECTION 5.


 


PAYMENT OF FINAL AWARDS


 


5.1           Form and
Timing of Payment.  Payment of
Final Awards shall be made in cash following the end of the Plan Year as soon
as practicable thereafter as the Committee shall determine, but not later than
the 15th day of the third month of the Plan Year next
following such Plan Year. 
Notwithstanding the immediately preceding sentence of this Subsection
5.1, with respect to any portion of a Final Award that is based on a
Participant’s personal performance evaluation that is completed after the end
of the Plan Year, payment of such portion of the Final Award shall be made in
cash on April 15 of the Plan Year next following such Plan Year; provided,
however, that for purposes of determining compliance with section 409A of the
Code, a payment will be considered to satisfy the requirement of this sentence
if distribution of such portion of a Final Award is made no later than the end
of the Plan Year following the end of the applicable Plan Year with respect to
which the Final Award was earned.  The
Final Awards shall be a liability of the Company when the Plan Year concludes.


 


SECTION 6.


 


TERMINATION OF EMPLOYMENT


 


6.1           Termination
of Employment due to Death.  In
the event a Participant’s employment is terminated by reason of death, the
Final Award shall be reduced to reflect participation prior to
termination.  This reduction shall be
determined by multiplying the Final Award for a full year of participation by a
fraction, the numerator of which shall be the number of full months of
participation through the date of termination and the denominator of which
shall be twelve (12).  The prorated Final
Award thus determined shall be paid when other awards under the Plan are paid
following the end of the Plan Year.


 

















 


6.2          Termination
for Cause.  In the event a
Participant’s employment is terminated for Cause prior to the end of the Plan
Year, the Participant shall not be entitled to an award for the Plan Year in
which the termination occurs.


 


6.3          Termination
for other than Cause or
Death. 
In the event a Participant’s employment is terminated for
reasons other than Cause, a full or prorated Final Award may be paid at the
Committee’s discretion. Any full or prorated Final Award thus determined shall
be paid when other awards under the Plan are paid following the end of the Plan
Year.  (1)


 


6.4          Special 409A Rules.


 


(a)           Notwithstanding any other provision of the Plan to the
contrary, if any payment hereunder is subject to section 409A of the Code, if
such payment is to be paid on account of the Participant’s separation from
service and if the Participant is a specified employee (within the meaning of
section 409A(a)(2)(B) of the Code), such payment shall be delayed until
the first day of the seventh month following the Participant’s separation from
service (or, if later, the date on which such payment is otherwise to be paid
under the Plan).  Any payment which is to
be made as of the first day of the seventh month following separation from service
shall be made no later than 30 days after such date.


 


(b)           References
in the Plan to the Participant’s termination of employment (including
references to the Participant’s employment termination, and to the Participant
terminating employment, a Participant’s separation from service, and other
similar reference) shall mean, respectively, the Participant ceasing to be
employed by the Company and all Related Companies, subject to the following:


 


(i)           The
employment relationship will be deemed to have ended at the time the Participant
and the applicable company reasonably anticipate that a level of bona fide
services the Participant would perform for the Company and Related Companies
after such date would permanently decrease to no more than 20% of the average
level of bona fide services performed over the immediately preceding 36 month
period (or the full period of service to the Company and Related Companies if
the Participant has performed services for the Company and Related Companies
for less than 36 months).  In the absence
of an expectation that the Participant will perform at the above-described
level, the date of termination of employment will not be delayed solely by
reason of the Participant continuing to be on the Company’s and Related
Companies’ payroll after such date.


 


(ii)           The
employment relationship will be treated as continuing intact while the
Participant is on a bona fide leave of absence (determined in accordance with
Treas. Reg. §409A-1(h)).


 


(iii)          The
determination of a Participant’s termination of employment by reason of a sale
of assets, sale of stock, spin-off, or other similar transaction of the 


 






 (1) Confirm that payment
would be made at the time other awards are paid or otherwise provide payment
date.


 


6

















 


Company or a Related Company will be made in
accordance with Treas. Reg. §1.409A-1(h).


 


SECTION 7.


 


RIGHTS OF PARTICIPANTS


 


7.1          Employment.  Nothing in this Plan shall
interfere with or limit in any way the right of the Company to terminate or
change a Participant’s employment at any time, nor confer upon any Participant
any right to continue in the employ of the Company, Nothing herein contained
shall limit or affect in any manner or degree the normal and usual powers of
management, exercised by the officers and the Board to change the duties or the
character of employment of any employee of the Company or to remove the
individual from the employment of the Company at any time, all of which rights
and powers are expressly reserved.


 


7.2          Nontransferability.  No right or interest of any
Participant in this Plan shall be assignable or transferable or subject to any
lien, directly, by operation of law or otherwise, including execution, levy,
garnishment, attachment, pledge, and bankruptcy.


 


SECTION 8.


 


ADMINISTRATION


 


8.1          Administration.  This Plan shall be administered by
the Human Resources Committee in accordance with the provisions contained
herein.


 


8.2          Questions
of Construction and Interpretation.  The
determination of the Human Resources Committee in construing or interpreting
this Plan or making any decision with respect to the Plan shall be final,
binding, and conclusive upon all persons. 
The Human Resources Committee’s interpretative responsibility shall
include any and all definitions in the Plan, including, but not limited to,
interpretations of Cause.


 


8.3          Liability.  The Board, the Human Resources
Committee, the Committee, or any other persons acting under the direction of
either, shall not be liable and shall be held harmless for any act or failure
to act hereunder.


 


SECTION 9.


 


AMENDMENTS


 


9.1           Amendments.  The Company, in its absolute discretion,
without notice, at any time and from time to time, subject to the requirements
of section 409A of the Code,  may modify
or amend, in whole or in part, any or all of the provisions of this Plan, or
suspend or terminate it entirely; provided, that no such modification,
amendment, suspension, or termination, may without the consent of the
Participant (or his beneficiary in the case of death of the Participant) reduce
after the end of the Plan Year the right of a Participant (or the Participant’s
beneficiary as the case may be) to a payment or distribution in accordance with
the provisions contained in this 


 

















 


Plan or change
to the detriment of a Participant any potential rights in that Plan Year
pursuant to Section 11 of this Plan.


 


SECTION 10.


 


REQUIREMENTS OF LAW


 


10.1        Governing
Law.  The Plan shall be
construed in accordance with and governed by the laws of the State of Illinois.


 


10.2        Withholding
Taxes.  USI or any Subsidiary,
as appropriate, shall have the right to deduct from all payments under the Plan
any Federal, state or other taxes required by law to be withheld with respect
to such payments.


 


SECTION 11.


 


MERGER, CONSIDERATION, OR ACQUISITION


 


11.1        Payment
Upon Change of Control.  If
the Plan terminates upon or after a Change of Control of USI during the Plan
Year in which the Change of Control occurs, a Participant in the Plan for the
Plan Year during which a Change of Control occurs shall be entitled to an
amount equal to the Participant’s Target Incentive Award for such Plan
Year.  Such amount shall be paid in cash
to the Participant on or after the date of termination of the Plan, but in no
event later than the last day of the Plan Year in which the Change of Control
occurs.  Notwithstanding this Subsection
11.1 or Subsection 11.2 below, if any award under the Plan
constitutes deferred compensation (within the meaning of section 409A of the
Code) and becomes payable upon a Change of Control, a change of control event
that otherwise is a Change of Control under the Plan shall be a Change of
Control for purposes of the Plan only if such event also satisfies the
requirements of Treas. Reg. §1.409A-3(i)(5).


 


11.2        Definition
of Change of Control.  The
term “Change of Control” shall mean any one or more of the following events:


 


(a)           Any “Person” (having the meaning ascribed to such term in Section 3(a)(9) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
used in Sections 13(d) and 14(d) thereof, including a “group” within
the meaning of Section 13(d)(3)) has or acquires “Beneficial Ownership”
(within the meaning of Rule 13d-3 under the Exchange Act) of 30% or more
of the combined voting power of USI’s then outstanding voting securities
entitled to vote generally in the election of directors (“Voting Securities”);
provided, however, that the acquisition or holding of Voting Securities by (i) USI
or any Subsidiaries, or (ii) an employee benefit plan (or a trust forming
a part thereof) maintained by USI or any Subsidiaries shall not constitute a
Change of Control; and provided further that the acquisition or holding of
Voting Securities by any Person in which a Participant has a substantial equity
interest shall not constitute a Change of Control with respect to such
Participant.  Notwithstanding the
foregoing, a Change of Control shall not be deemed to occur solely because any
Person acquired Beneficial Ownership of more than the permitted amount of
Voting Securities as 


 


8

















 


a result of the issuance of Voting Securities
by USI in exchange for assets (including equity interests) or funds with a fair
value equal to the fair value of the Voting Securities so issued; provided that
if a Change of Control would occur (but for the operation of this sentence) as
a result of the issuance of Voting Securities by USI, and after such issuance
of Voting Securities by USI, such Person becomes the Beneficial Owner of any
additional Voting Securities which increases the percentage of the Voting
Securities Beneficially Owned by such Person to more than 50% of the Voting
Securities of USI, then a Change of Control shall occur.


 


(b)         At any time during a period of two consecutive years, the
individuals who at the beginning of such period constituted the Board (the “Incumbent
Board”) cease for any reason to constitute more than 50% of the Board;
provided, however, that if the election, or nomination for election by USI’s
stockholders, of any new director was approved by a vote of more than 50% of
the directors then comprising the Incumbent Board, such new director shall, for
purposes of this Subsection (b), be considered as though such person were a
member of the Incumbent Board; provided, further, however, that no individual
shall be considered a member of the Incumbent Board if such individual
initially assumed office as a result of (i) either an actual “Election
Contest” (as described in Rule 14a-11 promulgated under the Exchange Act)
or other actual solicitation of proxies or consents by or on behalf of a Person
other than the Incumbent Board (a “Proxy Contest”), or (ii) by
reason of any agreement intended to avoid or settle any actual or threatened
Election Contest or Proxy Contest.


 


(c)          Consummation of a merger, consolidation or reorganization
or approval by USI’s stockholders of a liquidation or dissolution of USI or the
occurrence of a liquidation or dissolution of USI (“Business Combination”),
unless, following such Business Combination:


 


(i)            the Persons with Beneficial Ownership of USI, immediately
before such Business Combination, have Beneficial Ownership of more than 50% of
the combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors of the corporation (or in the
election of a comparable governing body of any other type of entity) resulting
from such Business Combination (including, without limitation, an entity which
as a result of such transaction owns USI or all or substantially all of USI’s
assets either directly or through one or more subsidiaries) (the “Surviving
Company”) in substantially the same proportions as their Beneficial
Ownership of the Voting Securities immediately before such Business
Combination;


 


(ii)           the individuals who were members of the Incumbent Board
immediately prior to the execution of the initial agreement providing for such
Business Combination constitute more than 50% of the members of the board of
directors (or comparable governing body of a noncorporate entity) of the
Surviving Company; and


 


(iii)          no Person (other than USI, any Subsidiaries or any employee
benefit plan (or any trust forming a part thereof) maintained by the Company,
the 


 

















 


Surviving Company or any Person who
immediately prior to such Business Combination had Beneficial Ownership of 30%
or more of the then Voting Securities) has Beneficial Ownership of 30% or more
of the then combined voting power of the Surviving Company’s then outstanding
voting securities.  Notwithstanding this
subsection (iii), a Change of Control shall not be deemed to occur solely
because any Person acquired Beneficial Ownership of more than 30% of Voting
Securities as a result of the issuance of Voting Securities by USI in exchange
for assets (including equity interests) or funds with a fair value equal to the
fair value of the Voting Securities so issued; provided, however, that a
Business Combination with a Person in which a Participant has a substantial
equity interest shall not constitute a Change of Control with respect to such
Participant.


 


(d)           Approval by USI’s stockholders of an agreement for the
assignment, sale, conveyance, transfer, lease or other disposition of all or
substantially all of the assets of USI to any Person (other than a Person in
which the Participant has a substantial equity interest (in which case there
shall not be a Change of Control with respect to such Participant) and other
than a subsidiary of USI or other entity, the Persons with Beneficial Ownership
of which are the same Persons with Beneficial Ownership of USI and such
Beneficial Ownership is in substantially the same proportions), or the
occurrence of the same.


 


Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur solely because any Person acquired
Beneficial Ownership of more than the permitted amount of Voting Securities as
a result of the acquisition of Voting Securities by the Company which, by
reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by such Person; provided that
if a Change of Control would occur (but for the operation of this sentence) as
a result of the acquisition of Voting Securities by the Company, and after such
acquisition of Voting Securities by the Company, such Person becomes the
Beneficial Owner of any additional Voting Securities which increase the
percentage of the Voting Securities Beneficially Owned by such Person, then a
Change of Control shall occur.


 


Notwithstanding anything to the contrary
herein, provided the Human Resources Committee (constituted of members of the
Incumbent Board) in good faith determines that an event which would otherwise
be a Change of Control is not a change of effective control of USI, a Change of
Control shall not be deemed to have occurred.


 


SECTION 12.


 


INDEMNIFICATION


 


12.1        Indemnification.  Each person who is or shall have
been a member of the Human Resources Committee, the Committee or the Board or
who is or shall have been an Employee of the Company shall be indemnified and
held harmless by the Company from any loss, cost, liability, or expense that
may be imposed upon or reasonably incurred by him in connection with any claim,
action, suit, or proceeding to which he may be a party by reason of any action
taken or failure to act under the Plan. 
The foregoing right of indemnification shall not be exclusive of any 


 


10

















 


other rights
of indemnification to which such persons may be entitled under the Company’s
Certificate of Incorporation or By-Laws, as a matter of law, or otherwise, or
any power that the Company may have to indemnify them or hold them harmless.


 


SECTION 13.


 


EXPENSES OF THE PLAN


 


13.1         Expenses
of the Plan.  The expenses of
administering the Plan shall be borne by the Company.