THE COMMITTEE SO DETERMINES, REASONABLE TRUSTEE'S FEES (IF APPLICABLE) AND
REASONABLE OUT-OF-POCKET EXPENSES OF ADMINISTERING THE COMMON STOCK PLAN MAY BE
RATABLY DEDUCTED (USING AVERAGE BALANCES) ON AN ANNUAL BASIS FROM CORPORATION
STOCK UNIT ACCOUNTS.
G.
EFFECTIVE DATE.
THE TERMS OF THIS COMMON
STOCK PLAN, AS AMENDED AND RESTATED, SHALL APPLY TO ALL DIRECTOR FEES DEFERRED
UNDER THIS COMMON STOCK PLAN OR ONE OF ITS PREDECESSORS ON AND AFTER
DECEMBER 31, 2008, EXCEPT TO THE EXTENT THAT RETROACTIVE APPLICATION WOULD
ADVERSELY AFFECT THE RIGHTS OF A PARTICIPANT OR BENEFICIARY TO THE AMOUNTS IN
THE APPLICABLE CORPORATION STOCK UNIT ACCOUNT AT THE TIME OF THE ADOPTION OF
THIS AMENDMENT AND RESTATEMENT OF THE COMMON STOCK PLAN.
H.
STATEMENTS TO PARTICIPANTS. STATEMENTS
WILL BE PROVIDED TO PARTICIPANTS UNDER THE COMMON STOCK PLAN ON AT LEAST AN
ANNUAL BASIS.
I.
NONFORFEITABILITY OF PARTICIPANT
ACCOUNTS.
EACH PARTICIPANT SHALL BE FULLY VESTED IN HIS OR HER CORPORATION
STOCK UNIT ACCOUNT, AND THE RIGHT TO RECEIVE THE AMOUNTS IN THE CORPORATION
STOCK UNIT ACCOUNT SHALL BE NONFORFEITABLE.
J.
SUCCESSORS BOUND. THE CONTRACTUAL
AGREEMENT BETWEEN THE CORPORATION AND EACH PARTICIPANT RESULTING FROM THE
EXECUTION OF A DEFERRAL ELECTION FORM SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE CORPORATION, ITS SUCCESSORS AND ASSIGNS, AND TO THE PARTICIPANT
AND TO THE PARTICIPANT'S BENEFICIARIES, HEIRS, EXECUTORS, ADMINISTRATORS AND
OTHER LEGAL REPRESENTATIVES.
11
K.
GOVERNING LAWS AND RULES OF CONSTRUCTION.
THIS COMMON STOCK PLAN SHALL BE GOVERNED IN ALL RESPECTS, WHETHER AS TO
CONSTRUCTION, VALIDITY OR OTHERWISE, BY THE LAWS OF THE STATE OF DELAWARE UNLESS
PREEMPTED BY FEDERAL LAW.
L.
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 COMMON STOCK 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 COMMON STOCK PLAN SHALL BE INTERPRETED,
AND SHALL REMAIN IN FULL FORCE AND EFFECT, AS THOUGH SUCH PROVISION OR
PROVISIONS HAD NEVER BEEN CONTAINED HEREIN. IT IS THE INTENTION OF THE
CORPORATION THAT THE COMMON STOCK PLAN ESTABLISHED HEREUNDER BE "UNFUNDED" FOR
INCOME TAX PURPOSES, WHETHER OR NOT THE CORPORATION ESTABLISHES A RABBI TRUST,
AND THE PROVISIONS HEREOF SHALL BE CONSTRUED IN A MANNER TO CARRY OUT THAT
INTENTION.
M.
OWNERSHIP OF DEFERRED DIRECTOR FEES AND
CONTINUED DIRECTOR STATUS. TITLE TO AND BENEFICIAL OWNERSHIP OF ANY ASSETS, OF
WHATEVER NATURE, WHICH MAY BE ALLOCATED BY THE CORPORATION TO ANY CORPORATION
STOCK UNIT ACCOUNT IN THE NAME OF ANY PARTICIPANT, SHALL AT ALL TIMES REMAIN
WITH THE CORPORATION AND ITS SUBSIDIARIES, AND NO PARTICIPANT OR BENEFICIARY
SHALL HAVE ANY PROPERTY INTEREST WHATSOEVER IN ANY SPECIFIC ASSETS OF THE
CORPORATION OR ITS SUBSIDIARIES BY REASON OF THE ESTABLISHMENT OF THE