OR
HIS OR HER LAWYER OR OTHER REPRESENTATIVE WILL HAVE A REASONABLE OPPORTUNITY TO
REVIEW A COPY OF THIS PLAN AND ALL OTHER PERTINENT DOCUMENTS IN THE POSSESSION
OF THE COMPANY.
SECTION 8.
RIGHTS TO SEVERANCE BENEFITS AND LEGAL
FEES
8.1
SEVERANCE BENEFITS PAYMENTS.
(A)
THIS PLAN ESTABLISHES IN A PARTICIPANT A
RIGHT TO THE SEVERANCE BENEFITS TO WHICH SUCH PARTICIPANT IS ENTITLED HEREUNDER,
SUBJECT TO THE CONDITIONS OF SECTION 4 AND TO THE COMMITTEE'S RIGHT TO TERMINATE
OR AMEND THIS PLAN IN ACCORDANCE WITH SECTION 1.3 AND 10.8. THE COMPANY'S
OBLIGATION TO MAKE THE PAYMENTS OR DISTRIBUTIONS WITH RESPECT TO SEVERANCE
BENEFITS WILL NOT BE AFFECTED BY ANY CIRCUMSTANCES (INCLUDING, WITHOUT
LIMITATION, ANY OFFSET, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH
THE COMPANY MAY HAVE AGAINST THE PARTICIPANT). NOTWITHSTANDING THE FOREGOING
SENTENCE, THE COMPANY WILL HAVE NO OBLIGATION TO MAKE ANY PAYMENT TO ANY
PARTICIPANT UNDER THIS PLAN TO THE EXTENT (BUT ONLY TO THE EXTENT) THAT SUCH
PAYMENT IS PROHIBITED BY THE TERMS OF ANY FINAL ORDER OF A FEDERAL OR STATE
COURT OR REGULATORY AGENCY OF COMPETENT JURISDICTION. SUCH FINAL ORDER WILL NOT
AFFECT, IMPAIR OR INVALIDATE ANY PROVISION OF THIS PLAN NOT EXPRESSLY SUBJECT TO
SUCH ORDER.
(B)
A PARTICIPANT WILL NOT BE OBLIGATED TO SEEK
OTHER EMPLOYMENT IN MITIGATION OF THE SEVERANCE BENEFITS THE COMPANY IS REQUIRED
TO PROVIDE UNDER THIS PLAN, AND THE OBTAINING OF ANY SUCH OTHER EMPLOYMENT WILL
IN NO EVENT EFFECT ANY REDUCTION OF THE COMPANY'S OBLIGATIONS TO PROVIDE
SEVERANCE BENEFITS UNDER THIS PLAN.
8.2
LEGAL FEES AND EXPENSES.
THE COMPANY WILL
PAY ALL REASONABLE LEGAL FEES, COSTS OF LITIGATION, PREJUDGMENT INTEREST AND
OTHER EXPENSES THAT ARE INCURRED IN GOOD FAITH BY A PARTICIPANT AS A RESULT OF
(A) THE COMPANY'S REFUSAL TO PROVIDE THE SEVERANCE BENEFITS TO WHICH THE
PARTICIPANT BECOMES ENTITLED UNDER THIS PLAN, (B) THE COMPANY (OR ANY THIRD
PARTY) CONTESTING THE VALIDITY, ENFORCEABILITY OR INTERPRETATION OF THIS PLAN OR
(C) ANY CONFLICT BETWEEN THE PARTICIPANT AND THE COMPANY PERTAINING TO THIS
PLAN; PROVIDED, HOWEVER, THAT IF A COURT DETERMINES THAT THE PARTICIPANT'S
CLAIMS WERE BROUGHT WITHOUT A REASONABLE BELIEF IN THE MERITS OF SUCH CLAIMS,
THE COMPANY WILL HAVE NO OBLIGATIONS UNDER THIS SECTION 8.2.
SECTION 9.
SUCCESSORS
9.1
SUCCESSORS TO THE COMPANY.
THE COMPANY WILL
REQUIRE ANY SUCCESSOR TO THE COMPANY (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, REORGANIZATION, CONSOLIDATION, ACQUISITION OF PROPERTY OR STOCK,
LIQUIDATION OR OTHERWISE) TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS PLAN IN
THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO
PERFORM IF NO SUCH SUCCESSION HAD TAKEN PLACE. REGARDLESS OF WHETHER SUCH AN
AGREEMENT TO SUCH EXPRESS ASSUMPTION IS OBTAINED, THIS PLAN WILL BE BINDING UPON
ANY SUCCESSOR
15
IN ACCORDANCE WITH THE OPERATION OF LAW, AND SUCH SUCCESSOR WILL BE DEEMED TO BE
THE "COMPANY" FOR PURPOSES OF THIS PLAN.
9.2
ASSIGNMENT BY THE PARTICIPANT.
THIS PLAN
WILL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTICIPANT'S PERSONAL OR