BEING REVIEWED.
SECTION 9.
PLAN AMENDMENT AND TERMINATION.
THE COMPANY SHALL HAVE
THE RIGHT AND POWER AT ANY TIME AND FROM TIME TO TIME TO AMEND THIS PLAN, IN
WHOLE OR IN PART, BY WRITTEN DOCUMENT EXECUTED BY ITS DULY AUTHORIZED
REPRESENTATIVE AND AT ANY TIME TO TERMINATE THIS PLAN; PROVIDED, HOWEVER, THAT
NO SUCH AMENDMENT OR TERMINATION SHALL REDUCE THE AMOUNT OF SEVERANCE PAY
PAYABLE UNDER THIS PLAN TO A FORMER EMPLOYEE WHOSE EMPLOYMENT WITH AN EMPLOYER
TERMINATED PRIOR TO THE DATE OF SUCH AMENDMENT OR TERMINATION, OR DEFER THE DATE
FOR THE PAYMENT OF SUCH FORMER EMPLOYEE'S BENEFIT HEREUNDER EXCEPT AS PROVIDED
PURSUANT TO SECTION 5, WITHOUT THE CONSENT OF SUCH FORMER EMPLOYEE.
ANY
PROVISION OF THIS PLAN TO THE CONTRARY NOTWITHSTANDING, ANY ACTION TO AMEND OR
TERMINATE THIS PLAN ON OR AFTER THE DATE ON WHICH A CHANGE OF CONTROL OCCURS
SHALL NOT BE EFFECTIVE PRIOR TO THE END OF THE TWO-YEAR PERIOD BEGINNING ON THE
EFFECTIVE DATE OF THE CHANGE OF CONTROL.
SECTION 10.
NATURE OF PLAN AND RIGHTS.
THIS PLAN IS AN UNFUNDED
EMPLOYEE WELFARE BENEFIT PLAN AND NO PROVISION OF THIS PLAN SHALL BE DEEMED OR
CONSTRUED TO CREATE A TRUST FUND OF ANY KIND OR TO GRANT A PROPERTY INTEREST OF
ANY KIND TO ANY EMPLOYEE OR FORMER EMPLOYEE.
ANY PAYMENT WHICH BECOMES DUE
UNDER THIS PLAN TO AN ELIGIBLE EMPLOYEE SHALL BE MADE BY HIS OR HER EMPLOYER OUT
OF ITS GENERAL ASSETS, AND THE RIGHT OF ANY ELIGIBLE EMPLOYEE TO RECEIVE A
PAYMENT HEREUNDER FROM HIS OR HER EMPLOYER SHALL BE NO GREATER THAN THE RIGHT OF
ANY UNSECURED GENERAL CREDITOR OF SUCH EMPLOYER.
SECTION 11.
ENTIRE AGREEMENT; OFFSET; MODIFICATION.
(A)
THIS PLAN CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES
AND, EXCEPT AS EXPRESSLY PROVIDED HEREIN, SUPERSEDES THE PROVISIONS OF ALL OTHER
PRIOR AGREEMENTS EXPRESSLY CONCERNING THE PAYMENT OF SEVERANCE BENEFITS UPON A
TERMINATION OF EMPLOYMENT OF AN EMPLOYEE IN CONNECTION WITH OR FOLLOWING A
CHANGE OF CONTROL (THE "PRIOR AGREEMENTS").
IN ALL OTHER RESPECTS, ANY PRIOR
AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT, INCLUDING WITH RESPECT TO ANY
AMOUNTS PAYABLE OR BENEFITS TO BE PROVIDED PRIOR TO AND OTHERWISE NOT IN
CONNECTION WITH A CHANGE OF CONTROL; PROVIDED, THAT IN NO EVENT SHALL PAYMENTS
OR BENEFITS PROVIDED PURSUANT TO ANY PRIOR AGREEMENT OR ANY OTHER SEVERANCE
AGREEMENT OR POLICY ENTITLE EMPLOYEE TO A DUPLICATION OF PAYMENTS AND BENEFITS
PURSUANT TO THIS PLAN AND, IN THE EVENT OF AN ANTICIPATORY TERMINATION, ANY
AMOUNT PAYABLE HEREUNDER SHALL BE OFFSET AND REDUCED BY THE AMOUNT OF ANY
TERMINATION PAYMENTS OR BENEFITS PREVIOUSLY PROVIDED TO EMPLOYEE UNDER ANY PRIOR
AGREEMENT.
(B)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THIS PLAN SHALL NOT INTERFERE
IN ANY WAY WITH THE RIGHT OF THE COMPANY TO REDUCE EMPLOYEE'S COMPENSATION OR
OTHER BENEFITS OR TERMINATE EMPLOYEE'S EMPLOYMENT, WITH OR WITHOUT CAUSE.
ANY
RIGHTS THAT EMPLOYEE SHALL HAVE IN THAT REGARD SHALL BE AS SET FORTH IN ANY
APPLICABLE EMPLOYMENT AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.
SECTION 12.
SPENDTHRIFT