ADMINISTRATION AND APPLICATION OF THE PLAN AND THE
RULES AND REGULATIONS PROMULGATED HEREUNDER SHALL BE FINAL AND CONCLUSIVE AND
BINDING UPON ALL PERSONS HAVING ANY INTEREST IN THE PLAN.
8.05
INDEMNITY OF COMMITTEE AND PLAN ADMINISTRATOR.
THE COMPANY SHALL
INDEMNIFY AND HOLD HARMLESS THE MEMBERS OF THE COMMITTEE, PLAN ADMINISTRATOR,
AND ANY EMPLOYEE TO WHOM ANY DUTIES ARE DELEGATED UNDER ARTICLE VIII OF THE PLAN
AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES, EXPENSES OR LIABILITIES ARISING
FROM ANY ACTION OR FAILURE TO ACT WITH RESPECT TO THE PLAN, EXCEPT IN THE CASE
OF WILLFUL MISCONDUCT BY THE COMMITTEE, PLAN ADMINISTRATOR, AND EMPLOYEE TO WHOM
ANY DUTIES ARE DELEGATED UNDER ARTICLE VIII OF THE PLAN.
8.06
INFORMATION.
TO ENABLE THE COMMITTEE AND PLAN ADMINISTRATOR TO
PERFORM ITS FUNCTIONS, THE COMPANY SHALL SUPPLY FULL AND TIMELY INFORMATION TO
THE COMMITTEE AND PLAN ADMINISTRATOR, AS THE CASE MAY BE, ON (I) ALL MATTERS
RELATING TO THE OPERATIONS AND PERFORMANCE OF THE COMPANY'S PATENT LICENSING AND
ENFORCEMENT PROGRAM DURING EACH PERFORMANCE CYCLE, (II) THE TERMINATION OF
EMPLOYMENT, DEATH, RETIREMENT OR DISABILITY OF ANY
PARTICIPANTS DURING EACH PERFORMANCE CYCLE, AND (III) ANY AND ALL OTHER MATTERS
AS THE COMMITTEE OR PLAN ADMINISTRATOR MAY REASONABLY REQUEST.
ARTICLE IX
MISCELLANEOUS
9.01
AMENDMENTS.
THIS PLAN MAY BE AMENDED BY THE COMMITTEE FROM TIME TO
TIME IN ITS SOLE DISCRETION, HOWEVER,
NO AMENDMENT DURING A PERFORMANCE CYCLE,
MAY REDUCE OR OTHERWISE ADVERSELY AFFECT ANY AWARD TO WHICH A PARTICIPANT WOULD
HAVE BEEN ENTITLED, WITHOUT THE PARTICIPANT'S CONSENT.
9.02
UNSECURED GENERAL CREDITOR.
PARTICIPANTS AND THEIR BENEFICIARIES,
HEIRS, SUCCESSORS AND ASSIGNS SHALL HAVE NO LEGAL OR EQUITABLE RIGHTS, INTERESTS
OR CLAIMS IN ANY PROPERTY OR ASSETS OF THE COMPANY.
FOR PURPOSES OF THE PAYMENT
OF BENEFITS UNDER THE PLAN, A PARTICIPANT SHALL HAVE NO MORE RIGHTS THAN THOSE
OF A GENERAL CREDITOR OF THE COMPANY.
THE COMPANY'S OBLIGATION UNDER THE PLAN
SHALL BE THAT OF AN UNFUNDED AND UNSECURED PROMISE TO PAY MONEY IN THE FUTURE.
9.03
LIABILITY.
THE COMPANY'S
LIABILITY FOR THE PAYMENT OF BENEFITS
SHALL BE DEFINED ONLY BY THE PLAN.
THE COMPANY SHALL HAVE NO OBLIGATION TO A
PARTICIPANT UNDER THE PLAN EXCEPT AS EXPRESSLY PROVIDED IN THE PLAN.
9.04
CESSATION OF OBLIGATION.
UPON PAYMENT TO THE PARTICIPANT OF ALL
AMOUNTS DUE UNDER THE PLAN, ALL RESPONSIBILITIES AND OBLIGATIONS OF THE COMPANY
SHALL BE FULFILLED AND THE PARTICIPANT SHALL HAVE NO FURTHER CLAIMS AGAINST THE
COMPANY FOR FURTHER PERFORMANCE.
9.05
NONASSIGNABILITY.
NEITHER A PARTICIPANT NOR ANY OTHER PERSON SHALL
HAVE ANY RIGHT TO ASSIGN THE AMOUNTS, IF ANY, PAYABLE HEREUNDER.
NO PART OF THE
AMOUNTS PAYABLE SHALL, PRIOR TO ACTUAL PAYMENT, BE SUBJECT TO SEIZURE OR
ATTACHMENT FOR THE PAYMENT OF ANY DEBTS, JUDGMENTS OR OTHER OBLIGATIONS OF A
PARTICIPANT.
9.06
NOT A CONTRACT OF EMPLOYMENT.
THE TERMS AND CONDITIONS OF THE PLAN
SHALL NOT BE DEEMED TO CONSTITUTE A CONTRACT OF EMPLOYMENT BETWEEN THE COMPANY
AND THE PARTICIPANT.
SUCH EMPLOYMENT IS HEREBY ACKNOWLEDGED TO BE, TO THE
EXTENT APPLICABLE, AN "AT WILL" EMPLOYMENT RELATIONSHIP THAT CAN