DATE ON WHICH THE COMMITTEE OR THE CORPORATION IRREVOCABLY TAKES ALL ACTION
NECESSARY TO TERMINATE AND LIQUIDATE THE COMMON STOCK PLAN; AND (V) THE
CORPORATION DOES NOT ADOPT A NEW AGGREGATED PLAN AT ANY TIME WITHIN THREE
(3) YEARS FOLLOWING THE DATE ON WHICH THE COMMITTEE OR THE CORPORATION
IRREVOCABLY TAKES ALL ACTION NECESSARY TO TERMINATE AND LIQUIDATE THE COMMON
STOCK PLAN.
SECTION IX
MISCELLANEOUS PROVISIONS
A.
PARTICIPANT CONSENT.
BY ELECTING TO DEFER
COMPENSATION PURSUANT TO THE COMMON STOCK PLAN, PARTICIPANTS SHALL BE DEEMED
CONCLUSIVELY TO HAVE ACCEPTED AND CONSENTED TO ALL TERMS OF THE COMMON STOCK
PLAN, AS AMENDED FROM TIME TO TIME, AND ALL ACTIONS OR DECISIONS MADE OR TO BE
MADE BY THE CORPORATION, THE BOARD OF DIRECTORS,
THE COMMITTEE OR THE PLAN
ADMINISTRATOR WITH REGARD TO THE COMMON STOCK PLAN.
SUCH TERMS AND CONSENT
SHALL ALSO APPLY TO, AND BE BINDING UPON, THE BENEFICIARIES, DISTRIBUTEES AND
PERSONAL REPRESENTATIVES AND OTHER SUCCESSORS IN INTEREST OF EACH PARTICIPANT.
B.
NOTICE.
ANY ELECTION MADE, OR NOTICE
GIVEN BY A PARTICIPANT PURSUANT TO THE COMMON STOCK PLAN SHALL BE IN WRITING TO
THE COMMITTEE, OR TO SUCH REPRESENTATIVE AS MAY BE DESIGNATED BY THE COMMITTEE
FOR SUCH PURPOSE.
NOTICE SHALL BE DEEMED TO HAVE BEEN MADE OR GIVEN ON THE DATE
RECEIVED BY THE COMMITTEE OR ITS DESIGNATED REPRESENTATIVE.
C.
COMPETENCY.
IF THE COMMITTEE DETERMINES
THAT ANY PERSON TO WHOM A PAYMENT IS DUE HEREUNDER IS A MINOR, OR IS ADJUDICATED
INCOMPETENT BY REASON OF PHYSICAL OR MENTAL DISABILITY, THE COMMITTEE SHALL HAVE
THE POWER TO CAUSE THE PAYMENTS BECOMING DUE TO SUCH PERSON TO BE MADE TO THE
LEGAL GUARDIAN FOR THE BENEFIT OF THE MINOR OR INCOMPETENT, WITHOUT
RESPONSIBILITY OF THE CORPORATION OR THE COMMITTEE
10
TO SEE TO THE APPLICATION OF SUCH PAYMENT, UNLESS PRIOR TO SUCH PAYMENT CLAIM IS
MADE THEREFORE BY A DULY APPOINTED LEGAL REPRESENTATIVE.
PAYMENTS MADE PURSUANT
TO SUCH POWER SHALL OPERATE AS A COMPLETE DISCHARGE OF THE CORPORATION, THE
BOARD OF DIRECTORS AND THE COMMITTEE.
D.
NONALIENATION OF BENEFITS. NEITHER THE
PARTICIPANT NOR ANY BENEFICIARY DESIGNATED BY HIM OR HER SHALL HAVE ANY RIGHT TO
ALIENATE, ASSIGN, OR ENCUMBER ANY BENEFITS THAT ARE OR MAY BE DISTRIBUTED
HEREUNDER, NOR MAY ANY SUCH AMOUNTS BE SUBJECT TO ATTACHMENT, GARNISHMENT, LEVY,
EXECUTION OR OTHER LEGAL OR EQUITABLE PROCESS FOR THE DEBTS, CONTRACTS,
LIABILITIES, ENGAGEMENTS OR ACTS OF ANY PARTICIPANT OR BENEFICIARY.
E.
ADMINISTRATION OF COMMON STOCK PLAN.
FULL POWER AND AUTHORITY TO CONSTRUE, INTERPRET, AND ADMINISTER THE COMMON STOCK
PLAN SHALL BE VESTED IN THE COMMITTEE.
TO THE EXTENT PERMITTED BY LAW, THE
COMMITTEE MAY DELEGATE ANY AUTHORITY IT POSSESSES TO THE PLAN ADMINISTRATOR.
TO
THE EXTENT THE COMMITTEE HAS DELEGATED AUTHORITY CONCERNING A MATTER TO THE PLAN
ADMINISTRATOR, ANY REFERENCE IN THE COMMON STOCK PLAN TO THE "COMMITTEE" INSOFAR
AS IT PERTAINS TO SUCH MATTER, SHALL REFER LIKEWISE TO THE PLAN ADMINISTRATOR.
DECISIONS OF THE COMMITTEE SHALL BE FINAL, CONCLUSIVE, AND BINDING UPON ALL
PARTIES.
F.
FEES AND EXPENSES OF ADMINISTRATION.
IF