ENTERED INTO WITH THE CORPORATION.
4.
CLAIMS PROCEDURE.
IF YOU BELIEVE YOU
ARE INCORRECTLY DENIED A BENEFIT OR ARE ENTITLED TO A GREATER BENEFIT THAN THE
BENEFIT YOU RECEIVE UNDER THE PLAN, YOU MAY SUBMIT A SIGNED, WRITTEN APPLICATION
TO THE PLAN ADMINISTRATOR WITHIN NINETY (90) DAYS OF YOUR TERMINATION DATE OR,
IN THE CASE OF A DISPUTE INVOLVING A REDUCED PAYMENT, THE DATE ON WHICH A
DETERMINATION IS MADE REGARDING A REDUCED PAYMENT.
YOU WILL BE NOTIFIED OF THE
APPROVAL OR DENIAL OF THIS CLAIM WITHIN NINETY (90) DAYS OF THE DATE THAT THE
PLAN ADMINISTRATOR RECEIVES THE CLAIM, UNLESS SPECIAL CIRCUMSTANCES REQUIRE AN
EXTENSION OF TIME FOR PROCESSING THE CLAIM.
IF YOUR CLAIM IS DENIED, THE
NOTIFICATION WILL STATE SPECIFIC REASONS FOR THE DENIAL AND YOU WILL HAVE SIXTY
(60) DAYS FROM RECEIPT OF THE WRITTEN NOTIFICATION OF THE DENIAL OF YOUR CLAIM
TO FILE A SIGNED, WRITTEN REQUEST FOR A REVIEW OF THE DENIAL WITH THE PLAN
ADMINISTRATOR.
THIS REQUEST SHOULD INCLUDE THE REASONS YOU ARE REQUESTING A
REVIEW, FACTS SUPPORTING YOUR REQUEST AND ANY OTHER RELEVANT COMMENTS.
PURSUANT
TO ITS DISCRETIONARY AUTHORITY TO ADMINISTER AND INTERPRET THE PLAN AND TO
DETERMINE ELIGIBILITY FOR BENEFITS UNDER THE PLAN, THE PLAN ADMINISTRATOR WILL
GENERALLY MAKE A FINAL, WRITTEN DETERMINATION OF YOUR ELIGIBILITY FOR BENEFITS
WITHIN SIXTY (60) DAYS OF RECEIPT OF YOUR REQUEST FOR REVIEW.
5.
PLAN TERMS.
THIS PLAN SUPERSEDES ANY
AND ALL PRIOR SEPARATION, SEVERANCE AND SALARY CONTINUATION ARRANGEMENTS,
PROGRAMS AND PLANS WHICH WERE PREVIOUSLY OFFERED BY THE CORPORATION RELATING TO
A CHANGE IN CONTROL EVENT, FOR WHICH YOU ARE ELIGIBLE (INCLUDING, WITHOUT
LIMITATION, THE COMPANY'S AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE
PLAN), BUT EXCLUDING TERMS OF THE CORPORATION'S STOCK OPTION PLANS AND
INDIVIDUAL LETTER AGREEMENTS WHICH ADDRESS THE VESTING OF STOCK OPTIONS OR
RESTRICTED STOCK.
IN NO EVENT SHALL AN ELIGIBLE EXECUTIVE RECEIVE CASH
SEVERANCE BENEFITS UNDER THIS PLAN FOLLOWING A CHANGE IN CONTROL EVENT AND UNDER
ANY OTHER PLAN (INCLUDING, WITHOUT LIMITATION, THE COMPANY'S AMENDED AND
RESTATED CHANGE IN CONTROL SEVERANCE PLAN), PROGRAM OR ARRANGEMENT.
6.
PLAN AMENDMENT OR TERMINATION.
THE
CORPORATION, ACTING THROUGH ITS BOARD OF DIRECTORS OR ITS COMPENSATION
COMMITTEE, RESERVES THE RIGHT TO TERMINATE OR AMEND THE PLAN AT ANY TIME AND IN
ANY MANNER.
ANY TERMINATION OR AMENDMENT OF THE PLAN MAY BE MADE EFFECTIVE
IMMEDIATELY WITH RESPECT TO ANY BENEFITS NOT YET PAID, WHETHER OR NOT PRIOR
NOTICE OF SUCH AMENDMENT OR TERMINATION HAS BEEN GIVEN TO AFFECTED EMPLOYEES.
HOWEVER, NO AMENDMENT OR TERMINATION MAY BE APPROVED FOLLOWING THE EXECUTION OF
A DEFINITIVE AGREEMENT TO EFFECT ANY CHANGE IN CONTROL INVOLVING THE CORPORATION
WITHOUT THE CONSENT OF 75% OF THE THEN PARTICIPATING ELIGIBLE EXECUTIVES.
7.
TAXES.
EXCEPT AS SET FORTH HEREIN, THE
CORPORATION WILL WITHHOLD TAXES AND OTHER PAYROLL DEDUCTIONS FROM ANY SEVERANCE
PAYMENT.
8.
NO RIGHT TO EMPLOYMENT.
THIS PLAN DOES
NOT PROVIDE YOU WITH ANY RIGHT TO CONTINUE EMPLOYMENT WITH THE CORPORATION OR
AFFECT THE CORPORATION'S RIGHT, WHICH RIGHT IS HEREBY EXPRESSLY RESERVED, TO
TERMINATE THE