IF SUCH
ILLEGAL OR INVALID PROVISION HAD NEVER BEEN INSERTED HEREIN.
12.14
INCOMPETENT. IF THE COMMITTEE DETERMINES IN ITS DISCRETION THAT A
BENEFIT UNDER THIS PLAN IS TO BE PAID TO A MINOR, A PERSON DECLARED INCOMPETENT
OR TO A PERSON INCAPABLE OF HANDLING THE DISPOSITION OF THAT PERSON'S PROPERTY,
THE COMMITTEE MAY DIRECT PAYMENT OF SUCH BENEFIT TO THE GUARDIAN, LEGAL
REPRESENTATIVE, OR PERSON HAVING THE CARE AND CUSTODY OF SUCH MINOR,
INCOMPETENT, OR INCAPABLE PERSON. THE COMMITTEE MAY REQUIRE PROOF OF MINORITY,
IN COMPETENCY, INCAPACITY, OR GUARDIANSHIP, AS IT MAY DEEM APPROPRIATE PRIOR TO
DISTRIBUTION OF THE
18
BENEFIT. ANY PAYMENT OF A BENEFIT SHALL BE A PAYMENT FOR THE ACCOUNT OF THE
PARTICIPANT AND THE PARTICIPANT'S BENEFICIARY, AS THE CASE MAY BE, AND SHALL BE
A COMPLETE DISCHARGE OF ANY LIABILITY UNDER THE PLAN FOR SUCH PAYMENT AMOUNT.
12.15
COURT ORDER. THE COMMITTEE IS AUTHORIZED TO MAKE ANY PAYMENTS AS MAY
BE NECESSARY TO FULFILL A DOMESTIC RELATIONS ORDER (AS DEFINED IN
SECTION 414(P)(1)(B) OF THE CODE) IN ANY ACTION IN WHICH THE PLAN OR COMMITTEE
HAS BEEN NAMED AS A PARTY.
12.16
EFFECT ON EMPLOYEE BENEFITS. AMOUNTS DEFERRED UNDER THIS PLAN OR
DISTRIBUTED TO THE TERMS OF THIS PLAN ARE NOT TAKEN INTO ACCOUNT IN THE
CALCULATION OF AN EMPLOYEE'S BENEFITS UNDER ANY EMPLOYEE PENSION OR WELFARE
BENEFIT PROGRAM OR UNDER ANY OTHER COMPENSATION PRACTICE MAINTAINED BY THE
COMPANY, EXCEPT TO THE EXTENT PROVIDED IN SUCH PROGRAM OR PRACTICE.
12.17
LEGAL FEES TO ENFORCE RIGHTS UPON A CHANGE IN CONTROL. THE COMPANY
IS AWARE THAT UPON THE OCCURRENCE OF A CHANGE IN CONTROL, THE BOARD (WHICH MIGHT
THEN BE COMPOSED OF NEW MEMBERS) OR A SHAREHOLDER OF THE COMPANY, OR OF ANY
SUCCESSOR CORPORATION MIGHT THEN CAUSE OR ATTEMPT TO CAUSE THE COMPANY OR SUCH
SUCCESSOR TO REFUSE TO COMPLY WITH ITS OBLIGATIONS UNDER THE PLAN AND MIGHT
CAUSE OR ATTEMPT TO CAUSE THE COMPANY TO INSTITUTE, OR MAY INSTITUTE, LITIGATION
SEEKING TO DENY PARTICIPANT'S THE BENEFITS INTENDED UNDER THE PLAN. IN THESE
CIRCUMSTANCES, THE PURPOSE OF THE PLAN COULD BE FRUSTRATED. ACCORDINGLY, IF,
FOLLOWING A CHANGE IN CONTROL, IT SHOULD APPEAR TO ANY PARTICIPANT THAT THE
COMPANY OR ANY SUCCESSOR HAS FAILED TO COMPLY WITH THE PROVISIONS OF THE PLAN OR
ANY OTHER PERSON TAKES ANY ACTION TO DECLARE THE PLAN VOID OR UNENFORCEABLE OR
INSTITUTES ANY LITIGATION OR OTHER LEGAL ACTION DESIGNED TO DENY, DIMINISH OR TO
RECOVER FROM ANY PARTICIPANT THE BENEFITS INTENDED TO BE PROVIDED, THEN THE
COMPANY IRREVOCABLY AUTHORIZES SUCH PARTICIPANT TO RETAIN LEGAL COUNSEL AT THE
COMPANY'S EXPENSE IN CONNECTION WITH THE INITIATION OR DEFENSE OF ANY LITIGATION
OR OTHER LEGAL ACTION, WHETHER BY OR AGAINST THE COMPANY OR ANY DIRECTOR,
OFFICER, SHAREHOLDER OR OTHER PERSON AFFILIATED WITH THE COMPANY OR ANY
SUCCESSOR THERETO IN ANY JURISDICTION.
12.18
CODE SECTION 409A. NOTWITHSTANDING ANY PROVISION OF THE PLAN TO THE
CONTRARY, NO DISTRIBUTIONS SHALL BE MADE UNDER THE PLAN EARLIER THAN PERMITTED
UNDER THE REQUIREMENTS OF CODE SECTION 409A, AND