NOT BE
TRANSFERABLE BY SUCH SPOUSE IN ANY MANNER, INCLUDING BUT NOT LIMITED TO SUCH
SPOUSE'S WILL, NOR SHALL SUCH INTEREST PASS UNDER THE LAWS OF INTESTATE
SUCCESSION.
11.12
VALIDITY.
IN CASE ANY PROVISION OF
THE PLAN SHALL BE ILLEGAL OR INVALID FOR ANY REASON, SAID ILLEGALITY OR
INVALIDITY SHALL NOT AFFECT THE REMAINING PARTS HEREOF, BUT THE PLAN SHALL BE
CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL OR INVALID PROVISION HAD NEVER BEEN
INSERTED HEREIN.
11.13
INCOMPETENT.
IF THE COMMITTEE
DETERMINES IN ITS DISCRETION THAT A BENEFIT UNDER THE PLAN IS TO BE PAID TO A
MINOR, A PERSON DECLARED INCOMPETENT OR TO A PERSON INCAPABLE OF HANDLING THE
DISPOSITION OF THAT PERSON'S PROPERTY, THE COMMITTEE MAY DIRECT PAYMENT OF SUCH
BENEFIT TO THE GUARDIAN, LEGAL REPRESENTATIVE OR PERSON HAVING THE CARE AND
CUSTODY OF SUCH MINOR,
15
INCOMPETENT OR INCAPABLE PERSON.
THE COMMITTEE MAY REQUIRE PROOF OF MINORITY,
INCOMPETENCE, INCAPACITY OR GUARDIANSHIP, AS IT MAY DEEM APPROPRIATE PRIOR TO
DISTRIBUTION OF THE BENEFIT.
ANY PAYMENT OF A BENEFIT SHALL BE A PAYMENT FOR
THE ACCOUNT OF THE PARTICIPANT AND THE PARTICIPANT'S BENEFICIARY, AS THE CASE
MAY BE, AND SHALL BE A COMPLETE DISCHARGE OF ANY LIABILITY UNDER THE PLAN FOR
SUCH PAYMENT AMOUNT.
11.14
DISTRIBUTION IN THE EVENT OF
TAXATION.
IF, FOR ANY REASON, ALL OR ANY PORTION OF A PARTICIPANT'S BENEFIT
UNDER THE PLAN BECOMES TAXABLE TO THE PARTICIPANT PRIOR TO RECEIPT, A
PARTICIPANT MAY PETITION THE COMMITTEE BEFORE A CHANGE IN CONTROL, OR THE
TRUSTEE OF THE TRUST AFTER A CHANGE IN CONTROL, FOR A DISTRIBUTION OF THAT
PORTION OF HIS OR HER BENEFIT THAT HAS BECOME TAXABLE.
UPON THE GRANT OF SUCH A
PETITION, WHICH GRANT SHALL NOT BE UNREASONABLY WITHHELD, THE COMPANY SHALL
DISTRIBUTE TO THE PARTICIPANT IMMEDIATELY AVAILABLE FUNDS IN AN AMOUNT EQUAL TO
THE TAXABLE PORTION OF HIS OR HER BENEFIT (WHICH AMOUNT SHALL NOT EXCEED A
PARTICIPANT'S UNPAID ACCOUNT BALANCES UNDER THE PLAN).
IF THE PETITION IS
GRANTED, THE TAX LIABILITY DISTRIBUTION SHALL BE MADE WITHIN NINETY (90) DAYS OF
THE DATE WHEN THE PARTICIPANT'S PETITION IS GRANTED.
SUCH A DISTRIBUTION SHALL
AFFECT AND REDUCE THE BENEFITS TO BE PAID UNDER THE PLAN.
11.15
LEGAL FEES TO ENFORCE RIGHTS AFTER
CHANGE IN CONTROL.
THE COMPANY IS AWARE THAT UPON THE OCCURRENCE OF A CHANGE IN
CONTROL, THE BOARD (WHICH MIGHT THEN BE COMPOSED OF NEW MEMBERS) OR A
SHAREHOLDER OF THE COMPANY, OR OF ANY SUCCESSOR CORPORATION MIGHT THEN CAUSE OR
ATTEMPT TO CAUSE THE COMPANY OR SUCH SUCCESSOR TO REFUSE TO COMPLY WITH ITS
OBLIGATIONS UNDER THE PLAN AND MIGHT CAUSE OR ATTEMPT TO CAUSE THE COMPANY TO
INSTITUTE, OR MAY INSTITUTE, ARBITRATION OR LITIGATION SEEKING TO DENY
PARTICIPANTS THE BENEFITS INTENDED UNDER THE PLAN.
IN THESE CIRCUMSTANCES, THE
PURPOSE OF THE PLAN COULD BE FRUSTRATED.
ACCORDINGLY, IF, FOLLOWING A CHANGE IN
CONTROL, IT SHOULD APPEAR TO ANY PARTICIPANT THAT THE COMPANY OR ANY SUCCESSOR
CORPORATION HAS FAILED TO COMPLY WITH ANY OF ITS OBLIGATIONS UNDER THE PLAN OR