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THE BOARD SHALL BE REQUIRED FOR THE PAYMENT OF ANY AMOUNT IN SETTLEMENT OF A
CLAIM AGAINST ANY SUCH PERSON.
THE FOREGOING RIGHT OF INDEMNIFICATION SHALL NOT
BE EXCLUSIVE OF ANY OTHER RIGHTS OF INDEMNIFICATION TO WHICH SUCH PERSONS MAY BE
ENTITLED UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION OR BY-LAWS, AS A
MATTER OF LAW, OR OTHERWISE, OR ANY POWER THAT THE COMPANY MAY HAVE TO INDEMNIFY
THEM OR HOLD THEM HARMLESS.
(B)
PAYMENTS FOLLOWING ACCIDENTS OR ILLNESS.
IF THE COMMITTEE SHALL
FIND THAT ANY PERSON TO WHOM ANY AMOUNT IS PAYABLE UNDER THE PLAN IS UNABLE TO
CARE FOR HIS AFFAIRS BECAUSE OF ILLNESS OR ACCIDENT, OR IS A MINOR, OR HAS DIED,
THEN ANY PAYMENT DUE TO SUCH PERSON OR HIS ESTATE (UNLESS A PRIOR CLAIM THEREFOR
HAS BEEN MADE BY A DULY APPOINTED LEGAL REPRESENTATIVE) MAY, IF THE COMMITTEE SO
DIRECTS THE COMPANY, BE PAID TO HIS SPOUSE, CHILD, RELATIVE, AN INSTITUTION
MAINTAINING OR HAVING CUSTODY OF SUCH PERSON, OR ANY OTHER PERSON DEEMED BY THE
COMMITTEE TO BE A PROPER RECIPIENT ON BEHALF OF SUCH PERSON OTHERWISE ENTITLED
TO PAYMENT.
ANY SUCH PAYMENT SHALL BE A COMPLETE DISCHARGE OF THE LIABILITY OF
THE COMMITTEE AND THE COMPANY THEREFOR.
(C)
GOVERNING LAW.
THE PLAN SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO
THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(D)
FUNDING.
NO PROVISION OF THE PLAN SHALL REQUIRE THE COMPANY, FOR
THE PURPOSE OF SATISFYING ANY OBLIGATIONS UNDER THE PLAN, TO PURCHASE ASSETS OR
PLACE ANY ASSETS IN A TRUST OR OTHER ENTITY TO WHICH CONTRIBUTIONS ARE MADE OR
OTHERWISE TO SEGREGATE ANY ASSETS, NOR SHALL THE COMPANY MAINTAIN SEPARATE BANK
ACCOUNTS, BOOKS, RECORDS OR OTHER EVIDENCE OF THE EXISTENCE OF A SEGREGATED OR
SEPARATELY MAINTAINED OR ADMINISTERED FUND FOR SUCH PURPOSES.
PARTICIPANTS
SHALL HAVE NO RIGHTS UNDER THE PLAN OTHER THAN AS UNSECURED GENERAL CREDITORS OF
THE COMPANY, EXCEPT THAT INSOFAR AS THEY MAY HAVE BECOME ENTITLED TO PAYMENT OF
ADDITIONAL COMPENSATION BY PERFORMANCE OF SERVICES, THEY SHALL HAVE THE SAME
RIGHTS AS OTHER EMPLOYEES UNDER GENERAL LAW.
(E)
RELIANCE ON REPORTS.
EACH MEMBER OF THE COMMITTEE AND EACH MEMBER
OF THE BOARD SHALL BE FULLY JUSTIFIED IN RELYING, ACTING OR FAILING TO ACT, AND
SHALL NOT BE LIABLE FOR HAVING SO RELIED, ACTED OR FAILED TO ACT IN GOOD FAITH,
UPON ANY REPORT MADE BY THE INDEPENDENT PUBLIC ACCOUNTANT OF THE COMPANY AND ITS
AFFILIATES AND UPON ANY OTHER INFORMATION FURNISHED IN CONNECTION WITH THE PLAN
BY ANY PERSON OR PERSONS OTHER THAN HIMSELF.
(F)
TITLES AND HEADINGS.
THE TITLES AND HEADINGS OF THE SECTIONS IN
THE PLAN ARE FOR CONVENIENCE OF REFERENCE ONLY, AND IN THE EVENT OF ANY
CONFLICT, THE TEXT OF THE PLAN, RATHER THAN SUCH TITLES OR HEADINGS SHALL
CONTROL.
*
*
*
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