TO BE A PLAN THAT IS NOT
QUALIFIED WITHIN THE MEANING OF CODE SECTION 401(A), AND IS INTENDED TO BE
"UNFUNDED AND MAINTAINED BY AN EMPLOYER PRIMARILY FOR THE PURPOSE OF PROVIDING
DEFERRED COMPENSATION FOR A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED
EMPLOYEES" WITHIN THE MEANING OF ERISA SECTIONS 201(2), 301(A)(3) AND
401(A)(1).
THE PLAN SHALL BE ADMINISTERED AND INTERPRETED (I) TO THE EXTENT
POSSIBLE IN A MANNER CONSISTENT WITH THE INTENT DESCRIBED IN THE PRECEDING
SENTENCE, AND (II) IN ACCORDANCE WITH CODE SECTION 409A AND OTHER APPLICABLE TAX
LAW, INCLUDING BUT NOT LIMITED TO TREASURY REGULATIONS PROMULGATED PURSUANT TO
CODE SECTION 409A.
12.2
UNSECURED GENERAL CREDITOR.
PARTICIPANTS AND THEIR BENEFICIARIES,
HEIRS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LEGAL OR EQUITABLE RIGHTS, INTERESTS
OR CLAIMS IN ANY PROPERTY OR ASSETS OF AN EMPLOYER.
FOR PURPOSES OF THE PAYMENT
OF BENEFITS UNDER THIS PLAN, ANY AND ALL OF AN EMPLOYER'S ASSETS SHALL BE, AND
REMAIN, THE GENERAL, UNPLEDGED UNRESTRICTED ASSETS OF THE EMPLOYER.
AN
EMPLOYER'S OBLIGATION UNDER THE PLAN SHALL BE MERELY THAT OF AN UNFUNDED AND
UNSECURED PROMISE TO PAY MONEY IN THE FUTURE.
12.3
EMPLOYER'S LIABILITY.
AN EMPLOYER'S LIABILITY FOR THE PAYMENT OF
BENEFITS SHALL BE DEFINED ONLY BY THE PLAN AND THE PLAN AGREEMENT, AS ENTERED
INTO BETWEEN THE EMPLOYER AND A PARTICIPANT.
AN EMPLOYER SHALL HAVE NO
OBLIGATION TO THE PARTICIPANT UNDER THE PLAN EXCEPT AS EXPRESSLY PROVIDED IN THE
PLAN AND HIS PLAN AGREEMENT.
14
12.4
NONASSIGNABILITY.
NEITHER A PARTICIPANT NOR ANY OTHER PERSON SHALL
HAVE ANY RIGHT TO COMMUTE, SELL, ASSIGN, TRANSFER, PLEDGE, ANTICIPATE, MORTGAGE
OR OTHERWISE ENCUMBER, TRANSFER, HYPOTHECATE, ALIENATE OR CONVEY IN ADVANCE OF
ACTUAL RECEIPT, THE AMOUNTS, IF ANY, PAYABLE HEREUNDER, OR ANY PART THEREOF,
WHICH ARE, AND ALL RIGHTS TO WHICH ARE, EXPRESSLY DECLARED TO BE, UNASSIGNABLE
AND NON-TRANSFERABLE.
NO PART OF THE AMOUNTS PAYABLE SHALL, PRIOR TO ACTUAL
PAYMENT, BE SUBJECT TO SEIZURE, ATTACHMENT, GARNISHMENT OR SEQUESTRATION FOR THE
PAYMENT OF ANY DEBTS, JUDGMENTS, ALIMONY OR SEPARATE MAINTENANCE OWED BY A
PARTICIPANT OR ANY OTHER PERSON, BE TRANSFERABLE BY OPERATION OF LAW IN THE
EVENT OF A PARTICIPANT'S OR ANY OTHER PERSON'S BANKRUPTCY OR INSOLVENCY OR BE
TRANSFERABLE TO A SPOUSE AS A RESULT OF A PROPERTY SETTLEMENT OR OTHERWISE.
12.5
NOT A CONTRACT OF EMPLOYMENT.
THE TERMS AND CONDITIONS OF THIS
PLAN SHALL NOT BE DEEMED TO CONSTITUTE A CONTRACT OF EMPLOYMENT BETWEEN ANY
EMPLOYER AND THE PARTICIPANT.
SUCH EMPLOYMENT IS HEREBY ACKNOWLEDGED TO BE AN
"AT WILL" EMPLOYMENT RELATIONSHIP THAT CAN BE TERMINATED AT ANY TIME FOR ANY
REASON, OR NO REASON, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE, UNLESS
EXPRESSLY PROVIDED IN A WRITTEN EMPLOYMENT AGREEMENT.
NOTHING IN THIS PLAN
SHALL BE DEEMED TO GIVE A PARTICIPANT THE RIGHT TO BE RETAINED IN THE SERVICE OF
ANY EMPLOYER OR TO INTERFERE WITH THE RIGHT OF ANY EMPLOYER TO DISCIPLINE OR
DISCHARGE A PARTICIPANT AT ANY TIME.
12.6
FURNISHING INFORMATION.
A PARTICIPANT OR HIS BENEFICIARY WILL
COOPERATE WITH THE COMMITTEE BY FURNISHING ANY AND