TERMINATION
WILL CONTINUE TO BE PAID IN ACCORDANCE WITH THE PROVISIONS OF SECTION 7, SUBJECT
TO ACCELERATION AS PERMITTED BY SECTION 7(H) AND SECTION 409A OF THE CODE.
NO
TERMINATION, SUSPENSION OR AMENDMENT OF THE DEIP MAY ADVERSELY AFFECT ANY
OUTSTANDING EMERGENCE AWARD OR PERIODIC AWARD WITHOUT THE CONSENT OF THE
AFFECTED PARTICIPANT; PROVIDED, HOWEVER, THAT THIS SENTENCE WILL NOT IMPAIR THE
RIGHT OF THE BOARD TO TAKE WHATEVER ACTION IT DEEMS APPROPRIATE UNDER SECTIONS
3(C), 8, 9 AND 10 OF THE DEIP.
OPTIONS AND STOCK APPRECIATION RIGHTS
OUTSTANDING UPON TERMINATION OF THE DEIP MAY CONTINUE TO BE EXERCISED IN
ACCORDANCE WITH THEIR TERMS.
16.
ADMINISTRATION.
(A)
COMMITTEE.
THE GENERAL ADMINISTRATION OF THE DEIP AND THE DUTY TO
CARRY OUT ITS PROVISIONS WILL BE VESTED IN THE COMMITTEE OR SUCH OTHER BOARD
COMMITTEE AS MAY BE SUBSEQUENTLY DESIGNATED AS THE COMMITTEE BY THE BOARD.
SUCH
COMMITTEE MAY DELEGATE SUCH DUTY OR ANY PORTION THEREOF TO A NAMED PERSON AND
MAY FROM TIME TO TIME REVOKE SUCH AUTHORITY AND DELEGATE IT TO ANOTHER PERSON.
(B)
PLAN RULES AND REGULATIONS.
THE COMMITTEE HAS THE DISCRETIONARY
POWER AND AUTHORITY TO MAKE SUCH PLAN RULES AS THE COMMITTEE DETERMINES TO BE
CONSISTENT WITH THE TERMS, AND ADVISABLE IN CONNECTION WITH THE ADMINISTRATION,
OF THE DEIP AND TO MODIFY OR RESCIND ANY SUCH PLAN RULES.
IN ADDITION, THE
COMMITTEE HAS THE DISCRETIONARY POWER AND AUTHORITY TO LIMIT OR MODIFY
APPLICATION OF DEIP PROVISIONS AND PLAN RULES AS THE COMMITTEE DETERMINES TO BE
ADVISABLE TO FACILITATE TAX DEFERRAL TREATMENT (OR ACCOMMODATE THE
UNAVAILABILITY THEREOF) FOR OPTIONS GRANTED TO, OR AMOUNTS CREDITED WITH RESPECT
TO, NON-U.S. RESIDENT PARTICIPANTS.
(C)
DISCRETION.
THE COMMITTEE HAS THE SOLE DISCRETIONARY POWER AND
AUTHORITY TO MAKE ALL DETERMINATIONS NECESSARY FOR ADMINISTRATION OF THE DEIP,
EXCEPT THOSE DETERMINATIONS THAT THE DEIP REQUIRES OTHERS TO MAKE, AND TO
CONSTRUE, INTERPRET, APPLY AND ENFORCE THE PROVISIONS OF THE DEIP AND PLAN
RULES WHENEVER NECESSARY TO CARRY OUT ITS INTENT AND PURPOSE AND TO FACILITATE
ITS ADMINISTRATION, INCLUDING, WITHOUT LIMITATION, THE DISCRETIONARY POWER AND
AUTHORITY TO REMEDY AMBIGUITIES, INCONSISTENCIES, OMISSIONS AND ERRONEOUS
BENEFIT CALCULATIONS.
IN THE EXERCISE OF ITS DISCRETIONARY POWER AND AUTHORITY,
THE COMMITTEE WILL TREAT ALL SIMILARLY SITUATED PERSONS UNIFORMLY.
(D)
SPECIALIST'S ASSISTANCE.
THE COMMITTEE MAY RETAIN SUCH ACTUARIAL,
ACCOUNTING, LEGAL, CLERICAL AND OTHER SERVICES AS MAY REASONABLY BE REQUIRED IN
THE ADMINISTRATION OF THE DEIP, AND MAY PAY REASONABLE COMPENSATION FOR SUCH
SERVICES.
ALL COSTS OF ADMINISTERING THE DEIP WILL BE PAID BY THE COMPANY.
(E)
INDEMNIFICATION.
THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS, TO THE EXTENT PERMITTED BY LAW, EACH DIRECTOR, OFFICER AND EMPLOYEE OF
THE COMPANY AND ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY AGAINST ANY AND ALL
LIABILITIES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL FEES) OF EVERY KIND AND
NATURE THAT MAY BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST SUCH PERSON AT
ANY TIME BY REASON OF SUCH PERSON'S SERVICES IN CONNECTION WITH THE DEIP, BUT
ONLY IF SUCH PERSON DID NOT ACT DISHONESTLY OR IN BAD FAITH