DUE AT THE TIME
OF DEFERRAL, INSTEAD OF AT THE TIME OF PAYOUT, THE PARTICIPANT WILL BE REQUIRED
TO PAY (BY PAYROLL DEDUCTION OR CHECK) TO THE COMPANY THE PARTICIPANT'S SHARE OF
ANY SUCH TAXES THEN DUE AND PAYABLE.
SECTION 4.10.
RIGHT OF
OFFSET.
ANY AMOUNT PAYABLE PURSUANT TO THIS PLAN SHALL BE REDUCED AT THE
DISCRETION OF THE ADMINISTRATOR TO TAKE ACCOUNT OF ANY AMOUNT DUE, AND NOT PAID,
BY THE PARTICIPANT TO THE COMPANY AT THE TIME PAYMENT IS TO BE MADE HEREUNDER.
SECTION 4.11.
PAYMENT
DENOMINATION.
EXCEPT AS SET FORTH IN THIS SECTION 4.11 OR AS OTHERWISE
DETERMINED BY THE COMMITTEE IN ITS SOLE AND ABSOLUTE DISCRETION, ALL
DISTRIBUTIONS UNDER THE PLAN (INCLUDING ALL DISTRIBUTIONS MADE PURSUANT TO
SECTIONS 4.03, 4.04, 4.05 AND 4.06) SHALL BE MADE IN SHARES HAVING A MARKET
PRICE AS OF THE TRADING DAY IMMEDIATELY PRECEDING THE DATE OF SUCH DISTRIBUTION
EQUAL TO THE VALUE OF SUCH DISTRIBUTION; PROVIDED THAT THE FIRST $1,000,000 (OR
SUCH OTHER AMOUNT AS MAY BE DESIGNATED BY THE COMMITTEE) DISTRIBUTED TO A
PARTICIPANT (OR HIS BENEFICIARY) IN ANY PLAN YEAR AND ALL DISTRIBUTIONS MADE
PURSUANT TO SECTION 4.07 SHALL BE MADE IN CASH.
SECTION 4.12.
DISTRIBUTION LIMITATION.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, THE COMMITTEE MAY DEFER TO ANY DATE IT SELECTS ANY DISTRIBUTION TO ANY
PARTICIPANT THAT IT DETERMINES IN ITS SOLE AND ABSOLUTE DISCRETION WOULD NOT BE
DEDUCTIBLE BY THE COMPANY OR ITS AFFILIATES SOLELY BY REASON OF THE
APPLICABILITY OF SECTION 162(M) OF THE CODE.
SECTION 4.13.
DEFEASANCE.
SUBJECT TO SECTION 4.08, THE COMMITTEE MAY INSTRUCT THE COMPANY TO
DEFEASE THE COMPANY'S OBLIGATIONS UNDER THE PLAN.
ARTICLE V
BENEFICIARIES
SECTION 5.01.
BENEFICIARY DESIGNATION.
(A)
DESIGNATION.
A PARTICIPANT MAY FROM TIME TO TIME
DESIGNATE, IN THE MANNER SPECIFIED BY THE ADMINISTRATOR, A BENEFICIARY TO
RECEIVE PAYMENT PURSUANT TO SECTION 4.04 IN THE EVENT OF HIS DEATH.
7
(B)
ABSENCE OF BENEFICIARY.
IN THE EVENT THAT THERE IS NO PROPERLY
DESIGNATED BENEFICIARY LIVING AT THE TIME OF A PARTICIPANT'S DEATH, HIS BENEFIT
HEREUNDER SHALL BE PAID TO HIS ESTATE.
SECTION 5.02.
PAYMENT
TO INCOMPETENT.
IF ANY PERSON ENTITLED TO BENEFITS UNDER THIS PLAN SHALL BE A
MINOR OR SHALL BE PHYSICALLY OR MENTALLY INCOMPETENT IN THE JUDGMENT OF THE
ADMINISTRATOR, SUCH BENEFITS MAY BE PAID IN ANY ONE OR MORE OF THE FOLLOWING
WAYS, AS THE ADMINISTRATOR IN HIS SOLE DISCRETION SHALL DETERMINE:
(A)
TO THE LEGAL REPRESENTATIVES OF SUCH MINOR OR INCOMPETENT PERSON;
(B)
DIRECTLY TO SUCH MINOR OR INCOMPETENT PERSON; OR
(C)
TO A PARENT OR GUARDIAN OF SUCH MINOR OR INCOMPETENT PERSON, TO
THE PERSON WITH WHOM SUCH MINOR OR INCOMPETENT PERSON RESIDES, OR TO A CUSTODIAN
FOR SUCH MINOR UNDER THE UNIFORM GIFTS TO MINORS ACT (OR SIMILAR STATUTE) OF ANY
JURISDICTION.
Payment to any person in accordance with the foregoing provisions of this
Section 5.02 shall to that extent discharge the Company, which shall not be
required to see to the proper application of any such payment.
SECTION 5.03.
DOUBT