RESPECTS, WHETHER AS TO CONSTRUCTION,
VALIDITY OR OTHERWISE, BY APPLICABLE FEDERAL LAW AND, TO THE EXTENT THAT FEDERAL
LAW IS INAPPLICABLE, BY THE LAWS OF THE STATE OF DELAWARE AND ALSO IN ACCORDANCE
WITH CODE SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER. IT IS THE
INTENTION OF THE CORPORATION THAT THE PLAN ESTABLISHED HEREUNDER BE "UNFUNDED"
FOR INCOME TAX PURPOSES AND FOR PURPOSES OF TITLE I OF ERISA, AND THE PROVISIONS
HEREOF SHALL BE CONSTRUED IN A MANNER TO CARRY OUT THAT INTENTION.
H.
POWER TO INTERPRET.
THIS PLAN SHALL BE
INTERPRETED AND EFFECTUATED TO COMPLY WITH THE APPLICABLE REQUIREMENTS OF ERISA,
THE CODE AND OTHER APPLICABLE TAX LAW PRINCIPLES; AND ALL SUCH APPLICABLE
REQUIREMENTS ARE HEREBY INCORPORATED HEREIN BY
REFERENCE.
SUBJECT TO THE
ABOVE, THE COMMITTEE SHALL HAVE THE SOLE AND ABSOLUTE DISCRETION TO CONSTRUE AND
INTERPRET THIS PLAN, INCLUDING BUT NOT LIMITED TO ALL PROVISIONS OF THIS PLAN
RELATING TO ELIGIBILITY FOR BENEFITS AND THE AMOUNT, MANNER AND TIME OF PAYMENT
OF BENEFITS, ANY SUCH CONSTRUCTION AND INTERPRETATION BY THE COMMITTEE AND ANY
ACTION TAKEN THEREON IN GOOD FAITH BY THE PLAN ADMINISTRATOR(S) TO BE FINAL AND
CONCLUSIVE UPON ANY AFFECTED PARTY.
THE COMMITTEE SHALL ALSO HAVE THE SOLE AND
ABSOLUTE DISCRETION TO CORRECT ANY DEFECT, SUPPLY ANY OMISSION, OR RECONCILE ANY
INCONSISTENCY IN SUCH MANNER AND TO SUCH EXTENT AS THE COMMITTEE SHALL DEEM
PROPER TO CARRY OUT AND PUT INTO EFFECT THIS PLAN; AND ANY CONSTRUCTION MADE OR
OTHER ACTION TAKEN BY THE COMMITTEE PURSUANT TO THIS ARTICLE VIII(H) SHALL BE
BINDING UPON SUCH OTHER PARTY AND MAY BE RELIED UPON BY SUCH OTHER PARTY.
I.
COMPLIANCE & SEVERABILITY.
IT IS THE
CORPORATION'S INTENT TO COMPLY WITH ALL APPLICABLE TAX AND OTHER LAWS, INCLUDING
CODE SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER, SO THAT ALL RIGHTS
UNDER THE PLAN WILL BE LIMITED AS NECESSARY IN THE JUDGMENT OF THE COMMITTEE TO
CONFORM THEREWITH.
THEREFORE, CONSISTENT WITH THE EFFECTUATION OF THE PURPOSES
HEREOF, EACH PROVISION OF THIS PLAN SHALL BE TREATED AS SEVERABLE, TO THE END
THAT, IF ANY ONE OR MORE PROVISIONS SHALL BE ADJUDGED OR DECLARED ILLEGAL,
INVALID OR UNENFORCEABLE, THIS PLAN SHALL BE INTERPRETED, AND SHALL REMAIN IN
FULL FORCE AND EFFECT, AS THOUGH SUCH PROVISION OR PROVISIONS HAD NEVER BEEN
CONTAINED HEREIN.
J.
CLAIMS PROCEDURES.
ANY CLAIM FOR
BENEFITS UNDER THE PLAN, MUST BE MADE PURSUANT TO ERISA CLAIMS PROCEDURES, A
COPY OF WHICH IS ATTACHED AS EXHIBIT B.
K.
EFFECTIVE DATE.
THE EFFECTIVE DATE OF
THIS AMENDMENT AND RESTATEMENT SHALL BE DECEMBER 31, 2008, EXCEPT AS OTHERWISE
EXPRESSLY STATED HEREIN.
16
EXHIBIT A
CHANGE OF CONTROL
A.
For the purpose of this Plan, a "Change of
Control" shall mean:
1.
The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 20% or more of either (i)