Table of Contents           Page ARTICLE I Foreword  1        ARTICLE II Definitions  1 2.1 Definitions  1        ARTICLE III Eligibility for Severance Benefits  1 3.1 Eligibility Requirements  1        ARTICLE IV Amount and Form of Severance Benefits  1 4.1 Severance Pay  1 4.2 Exit Interview  5 4.3 Other Benefits  5        ARTICLE V Plan Financing  1        ARTICLE VI Administration  1 6.1 Allocation of Responsibility Among Fiduciary for Plan Administration  1 6.2 Administration  1 6.3 Claims Procedure  1 6.4 Other Administrative Powers  and Duties  3 6.5 Authorization of Benefit Payments  3 6.6 Facility of Payment  4        ARTICLE VII Amendment of the Plan  1        ARTICLE VIII Termination  1        ARTICLE IX Miscellaneous  1 9.1 Plan as Sole Source of Separation Benefits  1 9.2 Nonguarantee of Employment  1 9.3 Spendthrift Clause  1 9.4 Successor to the Corporation  2 9.5 Delegation of Authority by the Corporation  2 9.6 Headings  2        ARTICLE X Applicable Law  1        ARTICLE XI Signature  1        APPENDIX A Adopting Employers  1        APPENDIX B Sample Severance Agreement  1        APPENDIX C Sample Plan Administrator’s Claim Denial Letter  3 
i 

 
ARTICLE IForeword     The Abrams Industries, Inc. Salaried Employees Severance Plan provides for severance benefitsin the form of severance pay to eligible full-time salaried employees of Abrams Industries, Inc.and employers affiliated with Abrams Industries, Inc. who have adopted the Plan (see Appendix Aattached hereto and made a part hereof for a schedule of the adopting employers). The onlyseverance benefits provided by Abrams Industries, Inc. and its affiliates to salaried employees arepursuant to the terms and conditions of this Plan. This Plan is effective as of May 1, 1993.     This Plan is the first and exclusive plan of benefits by Abrams Industries, Inc. and theaffiliated employers for the provision of severance pay and any post-termination benefits. To theextent that any other written or unwritten plan, fund, program or arrangement to provide suchbenefits for any employees of Abrams Industries, Inc. or the affiliated employers is deemed toexist, or to have existed, under ERISA or otherwise, such other written or unwritten plan, fund,program, or arrangement is hereby terminated and eliminated as of May 1, 1993.
I-1 

 
ARTICLE IIDefinitions     2.1 Definitions. This section provides definitions for certain words and phraseslisted below. These definitions can be found on the pages indicated.     (a) Additional Severance Pay II-1(b) Authorized Leave of Absence II-2(c) Base Pay II-2(d) Break in Service II-2(e) Code II-2(f) Corporation II-2(g) Effective Date II-2(h) Employee II-2(i) Employer II-3(j) ERISA II-3(k) Exit Interview II-3(l) Fiduciaries II-3(m) Hour of Service II-3(n) Months of Service II-4(o) Participant II-4(p) Plan II-4(q) Plan Administrator II-4(r) Plan Year II-4(s) Service II-4(t) Service Commencement Date II-5(u) Severance Agreement II-5(v) Severance Benefits II-5(w) Severance Date II-5(x) Severance Pay II-5(y) Standard Severance Pay II-5(z) Years of Service II-5          Where the following words and phrases in boldface and underlined appear in this Plan withinitial capitals they shall have the meaning set forth below, unless a different meaning is plainlyrequired by context.          (a) Additional Severance Pay. The Severance Pay in addition to Standard Severance Paythat Participants, who sign a Severance Agreement, may receive under Section 4.1(b).
II-1 

 
          (b) Authorized Leave of Absence. Any absence authorized by an Employer under theEmployer’s standard personnel practices, whether paid or unpaid, provided that the Participantreturns within the period specified in the Authorized Leave of Absence.          (c) Base Pay. A Participant’s regular straight time pay for the last regularlyscheduled workweek immediately preceding his Severance Date. Base Pay shall exclude any overtimepay, bonuses, commissions, fees and incentive allowances. In addition, Base Pay shall also excludeany retirement or welfare plan benefits, and the value of any such benefits, provided by theEmployer.          (d) Break in Service. Any period of one business day or more during which theEmployee has no Hours of Service, as defined below, with an Employer.          (e) Code. The Internal Revenue Code of 1986, as amended from time to time.          (f) Corporation. Abrams Industries, Inc., a corporation organized and existing underthe laws of the state of Georgia, or its successor or successors.          (g) Effective Date. The date upon which this Plan is effective, May 1, 1993.          (h) Employee. Any person who is a full-time salaried employee of an Employer and whois receiving remuneration for personal services rendered to an Employer (or who is on an AuthorizedLeave of Absence). A person shall be considered a full-time employee if he is classified as afull-time employee by the Employer in its routine payroll and personnel practices. The followingindividuals or classes of individuals shall not qualify as Employees under this Plan:               (1) Any individual whose terms and conditions of employment are determined by collectivebargaining with a union representing such persons and with respect to
II-2 

 
whom inclusion in this Plan has not been specifically provided for in such collectivebargaining agreement;               (2) Any individual who is classified by the Employer as hourly, commissioned, associate,casual, temporary or part-time or as an intern;               (3) Any individual who is classified by the Employer as a contingent employee, a contractlaborer or a leased employee; and               (4) Any individual who is not a United States citizen and who does not reside in the UnitedStates.          (i) Employer. The Corporation and the affiliated companies who have adopted the Planfor their Employees (as listed in Appendix A attached hereto and made a part hereof).          (j) ERISA. Public Law No. 93-406, the Employee Retirement Income Security Act of1974, as amended from time to time.          (k) Exit Interview. An Employee/Participant’s final outgoing interview with theEmployer.          (l) Fiduciaries. The named fiduciaries, as defined in ERISA, who shall be theCorporation and the Plan Administrator, and other parties designated as Fiduciaries by such namedfiduciaries in accordance with the powers provided herein, but only with respect to the specificresponsibilities of each in connection with the Plan.          (m) Hour of Service. An Employee is credited with an Hour of Service for each hourfor which the Employee is paid, or entitled to payment, by an Employer for the performance ofduties and for each hour for which the Employee otherwise receives pay as an employee (e.g., forvacation, holidays, jury duty, sickness, or military duty). For purposes of
II-3 

 
determining whether a Break in Service has occurred, Hours of Service shall also be creditedfor the period of time an Employee is on an Authorized Leave of Absence.          (n) Months of Service. The number of complete consecutive-calendar-month periodsduring which the Participant has Service. If a Participant’s aggregate Months of Service include aone-half month or more period, such a fractional month shall be counted as a full Month of Service.          (o) Participant. An Employee who has satisfied the eligibility requirements ofSection 3.1, and who has become entitled to receive Severance Benefits under this Plan.          (p) Plan. The Abrams Industries, Inc. Salaried Employees Severance Plan, the Plan setforth herein, as it may be amended from time to time.          (q) Plan Administrator. The Corporation, or an entity or person appointed by theCorporation, which shall have authority to administer the Plan as provided in Article VI.          (r) Plan Year. The Plan Year shall be each May 1 through April 30.          (s) Service. The period of a Participant’s last continuous period of employment withan Employer, which shall commence as of the Participant’s Service Commencement Date and, subject tothe following sentence, extend to his Severance Date. If a Participant incurs a Break in Serviceand then returns to employment with an Employer, the Participant’s period of Service prior to suchBreak in Service shall be disregarded. If a former Participant returns to work after a Break inService, the Participant’s period of Service for purposes of determining the amount of SeveranceBenefits payable under this Plan shall commence with the date on which the Participant first has anew Hour of Service with the Employer after a Break in Service and shall extend to his subsequentSeverance Date. Subject to the Break in Service rule discussed herein, a Participant’s Serviceshall include all Service with
II-4 

 
any affiliated company that has adopted the Plan, as listed in Appendix A, attached hereto.Further, a Participant’s transfer of employment between affiliated employers that are listed inAppendix A shall not cause the Participant to have a Break in Service.          (t) Service Commencement Date. The first day upon which the Participant has an Hourof Service.          (u) Severance Agreement. The written agreement between the Employee and an Employer(on a form provided by an Employer) which is a condition precedent to the Employee’s receiving theAdditional Severance Pay Benefits under the Plan. A copy of a sample Severance Agreement intendedfor use in connection with this Plan is attached hereto as Appendix B.          (v) Severance Benefits. The various benefits described in Article IV of the Planwhich are payable to or on behalf of a Participant.          (w) Severance Date. The date the Employee’s employment with the Employer isterminated.          (x) Severance Pay. The severance pay payable to a Participant in accordance with theprovisions of Section 4.1.          (y) Standard Severance Pay. The severance Pay that all eligible Participants areentitled to receive under Section 4.1(a), regardless of whether a Participant executes a SeveranceAgreement.          (z) Years of Service. The number of complete consecutive twelve-calendar-monthperiods during which the Participant has Service. Except as provided in Section 4.1(b), if aParticipant’s aggregate Years of Service include a fractional Year of Service that equals orexceeds six Months of Service, such a fractional year shall be counted as a full Year of Service.
II-5 

 
For example, a Participant who has been employed for eight years and six months shall becredited with nine Years of Service for purposes of this Plan. A Participant who has been employedfor eight years and five months, however, shall be credited with only eight Years of Service forpurposes of this plan.
II-6 

 
ARTICLE IIIEligibility for Severance Benefits     An Employee shall only be eligible to receive Severance Benefits under this Plan if hesatisfies the requirements of Section 3.1(a)(1) below. The amount and form of any SeveranceBenefits shall be determined in accordance with Article IV.     3.1 Eligibility Requirements.          (a) Termination of Employment               (1) An Employee whose employment with the Employer is terminated shall be eligible forSeverance Benefits hereunder if his termination is due to one of the following events:                    (A) a reduction in the Employer’s work force;                    (B) the reorganization or restructuring of the Employer;                    (C) changes in the Employer’s operating requirements; or                    (D) certain other circumstances specified or determined by the Plan Administrator at the timeof termination where an Employee loses his position through no fault of his own and where histermination is not attributable to any willful cause.          Any Employee who loses his or her job as a result of the sale of the assets or business of theEmployer, or any division or subsidiary of the Employer, shall be eligible to receive benefitsunder this Plan only in the discretion of the Plan Administrator.               (2) Employees will not be eligible for Severance Benefits pay if they:                    (A) leave employment with the Employer voluntarily;                    (B) are terminated for cause or misconduct;
III-1 

 
                    (C) retire from the Employer under conditions not involving elimination or termination oftheir job or position; or                    (D) terminate employment due to accident, death or illness.               (3) The Plan Administrator shall have the discretionary right and final authority to make anynecessary determinations of eligibility based on the factors discussed in (a)(1) and (2) above.          (b) Severance Agreement. If an Employee satisfies the eligibility requirements ofSection 3.1(a)(1) above, and executes and does not revoke the Severance Agreement, the Employeeshall be eligible to receive Additional Severance Pay, described in Section 4.1(b) of this Plan.The Severance Agreement shall be executed at such time and in such manner as may be specified bythe Plan Administrator, provided that eligible Employees shall be given a period of twenty-one (21)days after they have been provided the agreement to consider whether to sign the agreement. Thisperiod shall be extended to forty-five (45) days for persons who are 40 years of age or older andwho are terminated as part of a force reduction, reorganization or other situation involving a“group termination.” All Employees shall have the right to revoke the signed Severance Agreementfor seven (7) days after the date of the execution of such agreement.          (c) Return of Employer Property. All Employees, in order to be eligible to receiveand continue receiving Severance Benefits, must return to the Employer all property of the Employerwhich is in the possession, custody or control of the Employee. Such property includes, but is notlimited to, all materials, documents, plans, records or papers and any copies of such documentswhich relate in any way to the affairs of the Employer. Such property further includes, but is notlimited to, all tools, telephones, computers, vehicles, credit cards, Guideline
III-2 

 
Manuals, and all monies due the Employer. The Plan Administrator reserves the right to denyor cease or initiate recovery of any payment of a Participant’s benefits, if the Plan Administratordetermines that a Participant has not complied with this section.
III-3 

 
ARTICLE IVAmount and Form of Severance Benefits     When an Employee satisfies the eligibility requirements of Article III and becomes aParticipant in the Plan, he shall be entitled to the Severance Benefits set forth in Sections 4.1and 4.2 below.     4.1 Severance Pay.          (a) Standard Severance Pay. All Participants are entitled to receive StandardSeverance Pay which shall equal one (1) week of Base Pay.          (b) Additional Severance Pay. In addition to the Standard Severance Pay of one weekmentioned in 4.1(a) above, an Employee shall be eligible to receive Additional Severance Pay if inaddition to satisfying the requirements of Section 3.1, the Employee has one Year of Service withthe Employer and the Employee executes and does not revoke the Severance Agreement as defined inSection 2.1(u). For the purpose of determining only whether an Employee is initially eligible forAdditional Severance Pay, a Year of Service is a complete continuous twelve calendar-month period,determined without the rounding up of any fractional months of employment as provided in Section2.1(z), during which the Employee has Service. Once an Employee is determined to be eligible forAdditional Severance Pay, “Years of Service,” as defined in Section 2.1(z) of the Plan, shall beused to determine the amount of Additional Severance Pay that a Participant is entitled to receiveunder this Section.               A Participant’s Additional Severance Pay shall be equal to the greater of:               (1) The Effective Date Severance Benefit to which the Participant would be entitled toreceive based solely on the Participant’s Years of Service as of the Effective Date,5/1/93; or
IV-1 

 
               (2) The Alternative Severance Benefit based on the Participant’s Years of Service as of thedate of the Participant’s termination of employment under Section 3.1.               The Effective Date Severance Benefit and Alternative Severance Benefit based on varying Yearsof Service are contained in the following chart:Additional Severance Pay Benefit Schedule     Years of Effective Date AlternativeService Severance Benefit Severance Benefit1 1 wks. .333 wks.2 3 wks. 1.667 wks.3 5 wks. 3.000 wks.4 7 wks. 4.333 wks.5 9 wks. 5.667 wks.6 11 wks. 7.000 wks.7 13 wks. 8.333 wks.8 15 wks. 9.667 wks.9 17 wks. 11.000 wks.10 19 wks. 12.333 wks11 21 wks. 13.667 wks.12 23 wks. 15.000 wks.13 “ 16.333 wks.14 “ 17.667 wks.15 “ 19.000 wks.16 “ 20.333 wks17 “ 21.667 wks.18 “ 23.000 wks.19 “ 24.333 wks.20 “ 25.667 wks.AND THEREAFTER “ 1.75 wks. PerAN ADDITIONAL:   Year of Service               Effective Date, 5/1/93, at the level reached on the Effective Date. Such Employees areentitled to the Effective Date Severance Benefit until the Alternative Severance Benefit exceedsthe Effective Date Severance Benefit based on the Employee’s Years of Service. EXAMPLE:   An Employee began work on 1-20-88 and at 5-1-93 has 5 Years ofService (actually 5 years and 3 months). This Employee’s EffectiveDate Severance Benefit is frozen at 9
IV-2 

 
       weeks. The Employee is then terminated on 8-1-99 with 12 Years ofService. This Employee is entitled to the greater of 9 weeks under theEffective Date Severance Benefit or 15 weeks under the AlternativeSeverance Benefit; therefore the Employee receives 15 weeks ofAdditional Severance Pay (and 1 week of Standard Severance Pay). EXAMPLE: An Employee beginning work on or after the Effective Date isentitled only to the Alternative Severance Benefit.          (c) Earlier Termination and Recovery of Additional Severance Pay. The Employerreserves the absolute right to terminate the payment of Additional Severance Pay and to recover anyamount of Additional Severance Pay previously paid if the Employee:               (i) fails to cooperate in the efficient or orderly transfer of the Employee’s duties orresponsibilities to other employees; or               (ii) if at any time, takes any action contrary to the best interests of the Employer,including, but not limited to the following:                    (a) any action that harms the reputation of the Employer with its customers or the public;                    (b) any action that interferes with existing contractual relationships with customers;                    (c) solicitation of business or contracts from any of the Employer’s clients or customers;                    (d) usage or disclosure of any proprietary or confidential information or trade secretobtained while an Employee of the Employer;
IV-3

 
                    (e) any violation of the Severance Agreement or any other agreement entered into between theEmployee and Employer; and                    (f) any other action or conduct which, in the discretion of the Plan Administrator, iscontrary to the best interest of the Company.               (iii) files any claims or suits against the Employer (other than to enforce his rights underthis Plan).          (d) Payment of Benefits. Standard Severance Pay shall be paid at Participant’s ExitInterview, as described in Section 4.2, below. Additional Severance Pay shall commence on thefirst regular payday of the Employer following receipt by the Employer of the Employee’s executedSeverance Agreement and expiration of the seven (7) day revocation period. Additional SeverancePay shall be payable on regular paydays of the Employer at the same rate per week as Base Pay or ina lump sum at the option of the Employer. All Severance Pay, including Standard Severance Pay andAdditional Severance Pay, shall be paid less deductions for applicable local, state and federaltaxes, and other legally required deductions. In addition, all Severance Pay is payable toeligible Participants in addition to any regular salary earned through an Employee’s Severance Dateand in addition to pay for any earned vacation which has not been paid. All Severance Pay,however, shall be reduced by the amount of any unemployment compensation benefits received byEmployees. The payment of any Severance Pay under this Article IV shall cease on the date of deathof the Participant, and no survivor benefit is payable. The Plan Administrator may elect, in itsdiscretion, to make payments of Severance Pay in a lump sum. The amount of Severance Pay will beoffset by the amount (if any) a Participant receives pursuant to the Worker Adjustment andRetraining Notification Act (WARN).
IV-4

 
     4.2 Exit Interview. Each eligible Employee shall have an Exit Interview with theEmployer at which time the Employer will explain the reason for the Employee’s termination. TheEmployer shall pay the Employee any salary earned through the Employee’s Severance Date, asdescribed in Section 4.1(d), including any accrued, but unused vacation. At this meeting, theEmployer shall also pay the Employee’s Standard Severance Benefit, as described in Section 4.1(a)and 4.1(d). At the Exit Interview, the Employee also shall return all Employer property, asprovided in Section 3.1(c) of this Plan. Further, the Employee will be given the opportunity toask questions regarding the Employer’s insurance programs and profit sharing programs. Employeeswill also be provided a Severance Agreement at this meeting. Any Employee who elects not toreceive such an exit interview, will receive a summary of the Plan’s benefits along with aSeverance Agreement in the United States certified mail.     4.3 Other Benefits. With the exception of the benefits provided under Sections 4.1and 4.2 above, the Employer-paid benefits provided to a Participant shall cease as of theParticipant’s Severance Date.
IV-5

 
ARTICLE VPlan Financing     No assets of the Employer shall be specifically set aside for the payment of benefits underthis Plan. Any benefits payable under this Plan shall be paid solely out of the general assets ofthe Employer, and the obligation of any Employer is simply an obligation to make payments accordingto the terms and conditions of this Plan. A Participant’s right to any payments hereunder shall bethe same as that of any unsecured general creditor of the Employer.
V-1

 
ARTICLE VIAdministration     6.1 Allocation of Responsibility Among Fiduciary for Plan Administration. TheFiduciaries shall have only those powers, duties, responsibilities, and obligations as arespecifically given or delegated to them under this Plan. The Employer shall have the soleresponsibility for paying the benefits under this Plan described in Articles III and IV, and theCorporation shall have the sole authority to appoint and remove the Plan Administrator, and toamend or terminate this Plan in whole or in part. The Plan Administrator shall have the soleresponsibility for the administration of the Plan, which responsibility is specifically describedherein.     6.2 Administration. The Plan shall be administered by the Plan Administrator whichmay appoint or employ individuals to assist in the administration of the Plan and which may appointor employ any other agents it deems advisable, including legal counsel and auditors, to serve atthe Plan Administrator’s direction. All usual and reasonable expenses of the Plan Administrator inadministering the Plan shall be paid in whole or in part by the Employer.     6.3 Claims Procedure. The Plan Administrator shall have the exclusive discretionaryauthority to construe and to interpret the Plan, to decide all questions of eligibility forbenefits and to determine the amount of such benefits, and its decisions on such matters are finaland conclusive. Any exercise of this discretionary authority shall be reviewed by a court underthe arbitrary and capricious standard (i.e., the abuse of discretion standard). If, pursuant tothis discretionary authority, any written claim to any right to a benefit by an Employee is whollyor partially denied, the Plan Administrator, or a party designated by the Plan Administrator, willprovide such claimant, within the 90-day period following the receipt of the Employee’s written
VI-1

 
claim by the Plan Administrator, a comprehensible written notice (a copy of a sample writtennotice is attached hereto as Appendix C) setting forth:          (a) The specific reason or reasons for such denial;          (b) Specific reference to pertinent Plan provisions on which the denial is based;          (c) A description of any additional material or information necessary for the claimant tosubmit to perfect the claim and an explanation of why such material or information is necessary;and          (d) A description of the Plan’s claim review procedure. The claim review procedure isavailable upon written request by the claimant to the Plan Administrator, or the designated party,within 60 days after receipt by the claimant of written notice of the denial of the claim, andincludes the right to examine pertinent documents and submit issues and comments in writing to thePlan Administrator, or the designated party. The decision on review shall be made within 60 daysafter receipt of the request for review, unless circumstances warrant an extension of time not toexceed an additional 60 days, and shall be in writing and drafted in a manner calculated to beunderstood by the claimant, and include specific reasons for the decision with references to thespecific Plan provisions on which the decision is based.     If within a reasonable period of time after the Plan receives the written claim asserted bythe Employee, the Plan Administrator, or the designated party, fails to provide a comprehensiblewritten notice stating that the claim is wholly or partially denied and setting forth theinformation described in (a) through (d) above, the claim shall be deemed denied. Once the claimis deemed denied, the Employee shall be-entitled to the claim review procedure described insubsection (d)
VI-2

 
above. Such review procedure shall be available upon written request by the claimant to thePlan Administrator, or the designated party, within 60 days after the claim is deemed denied.     6.4 Other Administrative Powers and Duties. The Plan Administrator shall have suchpowers and duties as may be necessary to discharge its functions hereunder, including but notlimited to:          (a) To exercise its discretionary authority to construe and interpret the Plan, decide allquestions of eligibility and determine the amount, manner and time of payment of any benefitshereunder;          (b) To prescribe procedures to be followed by Employees requesting benefits;          (c) To prepare and distribute, in such manner as the Plan Administrator determines to beappropriate, information explaining the Plan;          (d) To receive from Employees and agents and from the Employer such information as shall benecessary for the proper administration of the Plan;          (e) To appoint or employ individuals or other parties to assist in the administration of thePlan and any other agents it deems advisable, including accountants and legal counsel; and          (f) To delegate to other persons or entities, or to designate or employ persons to carry outany of the Plan Administrator’s fiduciary duties or responsibilities or other functions under thePlan.     6.5 Authorization of Benefit Payments. The Plan Administrator shall issue directionsto the Employers concerning all benefits which are to be paid pursuant to the provisions of thePlan, and shall warrant that all such directions are in accordance with this Plan.
VI-3

 
     6.6 Facility of Payment. Whenever, in the Plan Administrator’s opinion, a Participantentitled to receive any payment of a benefit or installment thereof hereunder is under a legaldisability or is incapacitated in any way so as to be unable to manage his financial affairs, thePlan Administrator may direct the Participant’s Employer to make payments to such person or to the,legal representative of such person for his benefit, or the Plan Administrator may direct theParticipant’s Employer to apply the payment for the benefit of such person in such manner as thePlan Administrator considers advisable. Any payment of a benefit or installment thereof inaccordance with the provisions of this section shall be a complete discharge of any liability forthe making of such payment under the provisions of the Plan.
VI-4

 
ARTICLE VIIAmendment of the Plan     The Corporation shall have the absolute right at any time by instrument in writing to modify,alter or amend the Plan in whole or in part, retroactively or otherwise, including, withoutlimitation, the benefits provided under the Plan. Provided, however, no such amendment shalldiminish any payment of Severance Pay that a Participant had begun to receive prior to the date ofsuch amendment. The Corporation’s right to amend the Plan shall not be affected or limited in anyway by an Employee’s termination of employment. Prior practices by any Employer or any entityrelated to the Employer shall not diminish in any way the rights granted the Corporation under thisArticle. Oral and other informal communications made by the Corporation, an Employer or theirrepresentatives concerning the Plan shall not give rise to any rights or benefits other than thosecontained in the Plan described herein, and such communications shall not diminish in any way therights contained in this Article. Also, it is expressly permissible for an amendment to affectless than all of the Employees covered by the Plan.
VII-1

 
ARTICLE VIIITermination     The Corporation and the Employers assume no obligation to continue the Plan. The Corporationhereby reserves the right to terminate, or to partially terminate, the Plan at any time for anyreason. If the Corporation decides to terminate or partially terminate the Plan, the PlanAdministrator shall be notified of such termination in writing and shall proceed at the directionof the Corporation to take such steps as are necessary to discontinue the operation of the Plan inan appropriate and timely manner. Prior practices by any Employer or any entity related to theEmployer shall not diminish in any way the rights granted the Corporation under this Article. Oraland other informal communications made by the Corporation, an Employer or their representativesconcerning the Plan shall not give rise to any rights or benefits other than those contained in thePlan described herein, and such communications shall not diminish in any way the rights containedin this Article.
VIII-1

 
ARTICLE IXMiscellaneous     9.1 Plan as Sole Source of Separation Benefits. The only severance, or other similar,benefits to which an Employee is entitled who terminates employment with the Employer during thetime this Plan is in effect are provided for pursuant to the terms and conditions of this Plan. Noother severance payments, severance benefits or any similar benefits shall be payable from anyother source, regardless of whether the Employee is eligible for or entitled to benefits under thisPlan, nor shall any prior practices of the Employer or any entity related to an Employer, to theextent such practices may have existed, give rise to any rights to any benefits upon severance fromemployment.     9.2 Nonguarantee of Employment. Nothing contained in this Plan shall be construed asa contract of employment between the Employer and any Employee, or as a right of any Employee to becontinued in the employment of the Employer, or as a limitation of the right of the Employer todischarge any of its Employees, with or without cause.     9.3 Spendthrift Clause. Except to the extent mandated by law, benefits payable underthis Plan shall not be subject in any manner to anticipation, alienation, sale, transfer,assignment, pledge, encumbrance, charge, garnishment, execution, or levy of any kind, eithervoluntary or involuntary, and any attempt to anticipate, alienate, sell, transfer, assign, pledge,encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void andof no force and effect whatsoever; provided, however, that the benefits hereunder may be assignedor transferred to pay any bona fide debt of the Participant to an Employer. The Plan shall not inany manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts ofany person entitled to benefits hereunder.
IX-1

 
     9.4 Successor to the Corporation. In the event of the dissolution, merger,consolidation or reorganization of the Corporation, provision may be made by which the Plan will becontinued by the successor, and, in that event, such successor shall be substituted for theEmployer under the Plan.     9.5 Delegation of Authority by the Corporation. Any action by the Corporation underthis Plan may be made by any person or persons duly authorized by the Corporation to take suchaction.     9.6 Headings. The headings of sections and subsections are for ease of reference onlyand shall not be construed to limit or modify the detailed provisions thereof.
IX-2

 
ARTICLE XApplicable Law     The provisions of the Plan shall be construed and administered according to, and its validityand enforceability shall be determined under ERISA. In the event ERISA does not pre-empt state lawin a particular circumstance, the laws of the State of Georgia shall govern.     If any provision of this Plan is, or is hereafterdeclared to be void, voidable, invalid or otherwiseunlawful, the remainder of the Plan shall not beaffected thereby.
X-1

 
ARTICLE XISignature     The above Plan is hereby adopted and approved, to be effective as of May 1, 1993.      ABRAMS INDUSTRIES, INC.