MAY BE
REPURCHASED FROM THE PARTICIPANT OF SUCH AWARD WITHIN SIX MONTHS (OR SUCH OTHER
PERIOD AS MAY BE DETERMINED BY THE COMMITTEE) AFTER SUCH SHARES OF STOCK WERE
ACQUIRED BY THE PARTICIPANT FROM THE COMPANY) IN ORDER TO SATISFY THE
PARTICIPANT'S FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND PAYROLL TAX
LIABILITIES WITH RESPECT TO THE ISSUANCE, VESTING, EXERCISE OR PAYMENT OF THE
AWARD SHALL BE LIMITED TO THE NUMBER OF SHARES WHICH HAVE A FAIR MARKET VALUE ON
THE DATE OF WITHHOLDING OR REPURCHASE EQUAL TO THE AGGREGATE AMOUNT OF SUCH
LIABILITIES BASED ON THE MINIMUM STATUTORY WITHHOLDING RATES FOR FEDERAL, STATE,
LOCAL AND FOREIGN INCOME TAX AND PAYROLL TAX PURPOSES THAT ARE APPLICABLE TO
SUCH SUPPLEMENTAL TAXABLE INCOME.
15.4
NO RIGHT TO EMPLOYMENT OR SERVICES.
NOTHING IN THE
PLAN OR ANY AWARD AGREEMENT SHALL INTERFERE WITH OR LIMIT IN ANY WAY THE RIGHT
OF THE COMPANY OR ANY SUBSIDIARY TO TERMINATE ANY PARTICIPANT'S EMPLOYMENT OR
SERVICES AT ANY TIME, NOR CONFER UPON ANY PARTICIPANT ANY RIGHT TO CONTINUE IN
THE EMPLOY OR SERVICE OF THE COMPANY OR ANY SUBSIDIARY.
15.5
UNFUNDED STATUS OF AWARDS.
THE PLAN IS INTENDED TO
BE AN "UNFUNDED" PLAN FOR INCENTIVE COMPENSATION.
WITH RESPECT TO ANY PAYMENTS
NOT YET MADE TO A PARTICIPANT PURSUANT TO AN AWARD, NOTHING CONTAINED IN THE
PLAN OR ANY AWARD AGREEMENT SHALL GIVE THE PARTICIPANT ANY RIGHTS THAT ARE
GREATER THAN THOSE OF A GENERAL CREDITOR OF THE COMPANY OR ANY SUBSIDIARY.
15.6
INDEMNIFICATION.
TO THE EXTENT ALLOWABLE PURSUANT
TO APPLICABLE LAW, EACH MEMBER OF THE COMMITTEE OR OF THE BOARD SHALL BE
INDEMNIFIED AND HELD HARMLESS BY THE COMPANY FROM ANY LOSS, COST, LIABILITY, OR
EXPENSE THAT MAY BE IMPOSED UPON OR REASONABLY INCURRED BY SUCH MEMBER IN
CONNECTION WITH OR RESULTING FROM ANY CLAIM, ACTION, SUIT, OR PROCEEDING TO
WHICH HE OR SHE MAY BE A PARTY OR IN WHICH HE OR SHE MAY BE INVOLVED BY REASON
OF ANY ACTION OR FAILURE TO ACT PURSUANT TO THE PLAN AND AGAINST AND FROM ANY
AND ALL AMOUNTS PAID BY HIM OR HER IN SATISFACTION OF JUDGMENT IN SUCH ACTION,
SUIT, OR PROCEEDING AGAINST HIM OR HER; PROVIDED HE OR SHE GIVES THE COMPANY AN
OPPORTUNITY, AT ITS OWN EXPENSE, TO HANDLE AND DEFEND THE SAME BEFORE HE OR SHE
UNDERTAKES TO HANDLE AND DEFEND IT ON HIS OR HER OWN BEHALF.
THE FOREGOING
RIGHT OF INDEMNIFICATION SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHTS OF
INDEMNIFICATION TO WHICH SUCH PERSONS MAY BE ENTITLED PURSUANT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION OR BYLAWS, AS A MATTER OF LAW, OR OTHERWISE, OR ANY
POWER THAT THE COMPANY MAY HAVE TO INDEMNIFY THEM OR HOLD THEM HARMLESS.
15.7
RELATIONSHIP TO OTHER BENEFITS.
NO PAYMENT PURSUANT
TO THE PLAN SHALL BE TAKEN INTO ACCOUNT IN DETERMINING ANY BENEFITS PURSUANT TO
ANY PENSION, RETIREMENT, SAVINGS, PROFIT SHARING, GROUP INSURANCE, WELFARE OR
OTHER BENEFIT PLAN OF THE COMPANY OR ANY SUBSIDIARY EXCEPT TO THE EXTENT
OTHERWISE EXPRESSLY PROVIDED IN WRITING IN SUCH OTHER