A CONDITION TO RECEIVING SEVERANCE BENEFITS UNDER THIS PLAN, EACH COVERED
EMPLOYEE WILL BE REQUIRED TO SIGN A WAIVER AND RELEASE OF ALL CLAIMS ARISING OUT
OF HIS OR HER INVOLUNTARY TERMINATION AND
5
EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES AND AN AGREEMENT
NOT TO DISPARAGE THE COMPANY, ITS DIRECTORS, OR ITS EXECUTIVE OFFICERS, IN A
FORM REASONABLY SATISFACTORY TO THE COMPANY.
NO SEVERANCE BENEFITS WILL BE PAID
OR PROVIDED UNTIL THE WAIVER AND RELEASE AGREEMENT BECOMES EFFECTIVE.
4.5
VACATION DAYS.
ANY UNUSED VACATION PAY ACCRUED AS OF A COVERED
EMPLOYEE'S DATE OF INVOLUNTARY TERMINATION WILL BE PAID AT THE TIME THE COVERED
EMPLOYEE RECEIVES HIS OR HER SEVERANCE BENEFIT.
NO COVERED EMPLOYEE MAY USE ANY
ACCRUED BUT UNUSED VACATION PAY TO EXTEND HIS OR HER INVOLUNTARY TERMINATION
DATE.
5.
TERMINATION OF BENEFITS.
BENEFITS UNDER THIS PLAN SHALL
TERMINATE IMMEDIATELY FOR A COVERED EMPLOYEE IF SUCH COVERED EMPLOYEE, AT ANY
TIME, VIOLATES ANY PROPRIETARY INFORMATION OR CONFIDENTIALITY OBLIGATION TO THE
COMPANY OR THE TERMS OF ANY APPLICABLE NON-COMPETITION AGREEMENT WITH THE
COMPANY.
6.
NON-DUPLICATION OF BENEFITS.
NOTWITHSTANDING ANY OTHER PROVISION
IN THE PLAN TO THE CONTRARY, THE SEVERANCE BENEFITS PROVIDED HEREUNDER SHALL BE
IN LIEU OF ANY OTHER SEVERANCE AND/OR RETENTION PLAN BENEFITS AND THE SEVERANCE
BENEFITS PROVIDED HEREUNDER SHALL BE REDUCED BY ANY SEVERANCE PAID OR PROVIDED
TO A COVERED EMPLOYEE UNDER ANY OTHER PLAN OR ARRANGEMENT.
7.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY SEVERANCE
BENEFIT ALL FEDERAL, STATE, LOCAL AND OTHER TAXES REQUIRED TO BE WITHHELD
THEREFROM AND ANY OTHER REQUIRED PAYROLL DEDUCTIONS.
8.
ADMINISTRATION.
THE COMPANY IS THE ADMINISTRATOR OF THE PLAN
(WITHIN THE MEANING OF SECTION 3(16)(A) OF ERISA).
THE PLAN WILL BE
ADMINISTERED AND INTERPRETED BY THE ADMINISTRATOR (IN HIS OR HER SOLE
DISCRETION).
THE ADMINISTRATOR IS THE "NAMED FIDUCIARY" OF THE PLAN FOR
PURPOSES OF ERISA AND WILL BE SUBJECT TO THE FIDUCIARY STANDARDS OF ERISA WHEN
ACTING IN SUCH CAPACITY.
ANY DECISION MADE OR OTHER ACTION TAKEN BY THE
ADMINISTRATOR WITH RESPECT TO THE PLAN, AND ANY INTERPRETATION BY THE
ADMINISTRATOR OF ANY TERM OR CONDITION OF THE PLAN, OR ANY RELATED DOCUMENT,
WILL BE CONCLUSIVE AND BINDING ON ALL PERSONS AND BE GIVEN THE MAXIMUM POSSIBLE
DEFERENCE ALLOWED BY LAW.
THE ADMINISTRATOR HAS THE AUTHORITY TO ACT FOR THE
COMPANY (IN A NON-FIDUCIARY CAPACITY) AS TO ANY MATTER PERTAINING TO THE PLAN;
PROVIDED, HOWEVER, THAT THIS AUTHORITY DOES NOT APPLY WITH RESPECT TO (A) THE
COMPANY'S POWER TO AMEND OR TERMINATE THE PLAN OR (B) ANY ACTION THAT COULD
REASONABLY BE EXPECTED TO INCREASE SIGNIFICANTLY THE COST OF THE PLAN IS SUBJECT
TO THE PRIOR APPROVAL OF THE SENIOR OFFICER OF THE COMPANY.
THE ADMINISTRATOR
MAY DELEGATE IN WRITING TO ANY OTHER PERSON ALL OR ANY PORTION OF HIS OR HER
AUTHORITY OR RESPONSIBILITY WITH RESPECT TO THE PLAN.
9.
ELIGIBILITY TO PARTICIPATE.
THE ADMINISTRATOR WILL NOT BE
EXCLUDED FROM PARTICIPATING IN THE PLAN IF OTHERWISE ELIGIBLE, BUT HE OR SHE IS
NOT ENTITLED TO ACT OR