AGREEMENT AS A RESULT OF THE
TERMINATION OF EMPLOYMENT;
(6)
THE PARTICIPANT VOLUNTARILY RESIGNS, QUITS OR
RETIRES FROM HIS POSITION OF EMPLOYMENT; OR
(7)
THE PARTICIPANT'S EMPLOYMENT IS TERMINATED
FOR ANY REASON OTHER THAN AS PROVIDED IN SUBSECTION (A).
SECTION 5.03.
PREREQUISITES TO RECEIVING BENEFITS.
AS A PREREQUISITE TO
RECEIVING ANY BENEFIT HEREUNDER, THE PARTICIPANT MUST SUBMIT TO THE
ADMINISTRATOR A SIGNED RELEASE ACCEPTABLE TO THE ADMINISTRATOR, ON A FORM
PROVIDED BY THE ADMINISTRATOR, RELEASING THE COMPANY AND CERTAIN RELATED
ENTITIES FROM ANY LIABILITY WHATSOEVER IN CONNECTION WITH
PARTICIPANT'S
EMPLOYMENT OR THE TERMINATION THEREOF, EXCEPT AS PROVIDED IN SUCH RELEASE. THE
RELEASE MUST HAVE BECOME VALID ACCORDING TO ITS TERMS, AND THE PERIOD FOR
REVOKING THE RELEASE MUST HAVE PASSED.
IN ADDITION, PARTICIPANT MUST SUBMIT TO
THE ADMINISTRATOR A SIGNED CONFIDENTIALITY AND NON-COMPETE AGREEMENT ACCEPTABLE
TO THE ADMINISTRATOR, ON A FORM PROVIDED BY THE ADMINISTRATOR.
ARTICLE 6
PLAN ADMINISTRATION
The Plan shall be administered by the Company, which shall be a named fiduciary
within the meaning of the ERISA.
In administering the Plan, the Company shall
have the authority to interpret the terms of the Plan, prescribe rules for
administering the Plan, decide disputes regarding the rights of Participants
under the Plan, and perform all other functions necessary or appropriate to the
administration of the Plan.
In performing its duties as Administrator, the
Company shall have the authority to exercise its discretion to the maximum
extent permitted by law.
Benefits shall be paid under this Plan only if the
Administrator, in its sole discretion, determines that the applicant for
benefits hereunder is entitled to such benefits.
ARTICLE 7
CLAIMS AND APPEALS PROCEDURES
SECTION 7.01.
CLAIMS FOR BENEFITS.
(A)
ALL CLAIMS FOR PLAN BENEFITS WILL BE SUBJECT TO THE RULES SET OUT IN
THIS ARTICLE.
IF A PARTICIPANT BELIEVES THAT HE IS ENTITLED TO BENEFITS THAT
HAVE NOT BEEN PROVIDED, HE MAY FILE A CLAIM, EITHER DIRECTLY OR THROUGH AN
AUTHORIZED REPRESENTATIVE, BY MAILING A WRITTEN NOTICE OF THE CLAIM TO THE
COMPANY'S GENERAL COUNSEL.
(B)
THE ADMINISTRATOR WILL PROVIDE THE CLAIMANT WITH WRITTEN OR ELECTRONIC
NOTICE OF ITS APPROVAL OR DENIAL OF A PROPERLY FILED CLAIM WITHIN 90 DAYS AFTER
RECEIVING THE CLAIM, UNLESS SPECIAL CIRCUMSTANCES REQUIRE AN EXTENSION OF THE
DECISION PERIOD.
IF SPECIAL CIRCUMSTANCES REQUIRE AN EXTENSION OF THE PERIOD
FOR PROCESSING THE CLAIM, THE FIRST 90-DAY DECISION PERIOD MAY BE EXTENDED FOR
UP TO AN ADDITIONAL 90 DAYS.
IF AN EXTENSION OF THE FIRST 90-DAY PERIOD IS
NEEDED, THE ADMINISTRATOR WILL PROVIDE WRITTEN NOTICE OF THE REQUIRED EXTENSION
BEFORE THE END OF THE FIRST 90-DAY PERIOD, SPECIFYING (I) THE CIRCUMSTANCES
REQUIRING AN EXTENSION AND (II) THE DATE BY WHICH THE ADMINISTRATOR EXPECTS TO
MAKE A DECISION.
(C)
IF A CLAIM FOR BENEFITS IS DENIED, THE ADMINISTRATOR WILL PROVIDE THE
CLAIMANT WITH WRITTEN OR ELECTRONIC NOTICE CONTAINING (I) THE SPECIFIC REASONS
FOR THE DENIAL, (II) REFERENCES TO THE PLAN PROVISIONS ON WHICH THE DENIAL IS
BASED; (III) A DESCRIPTION OF ANY ADDITIONAL MATERIAL OR INFORMATION NEEDED AND