OFFERING AND A REGULAR AND LIQUID PUBLIC
MARKET FOR THE COMMON SHARES OF SUCH ENTITY EXISTS AT THE TIME OF PAYMENT, IN
COMMON SHARES OF SUCH PUBLIC ENTITY HAVING A VALUE AS OF THE TRADING DAY
IMMEDIATELY PRECEDING THE DATE OF SUCH DISTRIBUTION EQUAL TO THE VALUE OF SUCH
DISTRIBUTION; PROVIDED THAT THE FIRST $1,000,000 (OR SUCH OTHER AMOUNT AS MAY BE
DESIGNATED BY THE ADMINISTRATOR OR THE BOARD) DISTRIBUTED TO A PARTICIPANT (OR
HIS BENEFICIARY) IN ANY PLAN YEAR AND ALL DISTRIBUTIONS MADE PURSUANT TO
SECTION 4.06 SHALL BE MADE IN CASH.
SECTION 4.11.
REASSESSMENT EVENT LOOK-BACK PAYMENT.
IN THE EVENT A
REASSESSMENT EVENT OCCURS WITHIN THE TWELVE MONTHS FOLLOWING A PARTICIPANT'S
TERMINATION OF SERVICE DUE TO A TERMINATION OF THE PARTICIPANT'S EMPLOYMENT OR
SERVICE BY A COMPANY IN THE CONTROLLED GROUP WITHOUT CAUSE, THE COMPANY WILL
MAKE A PAYMENT TO SUCH PARTICIPANT (SUBJECT TO APPLICABLE TAX WITHHOLDING) IN AN
AMOUNT WHICH, IN THE BOARD'S DETERMINATION, REPRESENTS THE ADDITIONAL AMOUNT (ON
A PRE-TAX BASIS) WHICH SUCH PARTICIPANT WOULD HAVE RECEIVED IN RESPECT OF HIS OR
HER ACCOUNT IF THE BOARD'S ADJUSTMENT TO THE FRANCHISE VALUE MULTIPLE IN THE
MANNER APPLICABLE TO ALL OTHER PARTICIPANTS HAD BEEN IN EFFECT AT THE TIME THE
ORIGINAL LIQUIDATION VALUE OF THE PARTICIPANT'S ACCOUNT WAS DETERMINED, PROVIDED
THAT ANY SUCH PAYMENT HEREUNDER SHALL BE MADE NO LATER THAN MARCH 15TH OF THE
CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE BOARD MAKES SUCH
DETERMINATION.
THE BOARD SHALL HAVE THE SOLE DISCRETION TO DETERMINE WHEN
DURING SUCH PERIOD OF TIME BEFORE THE MARCH 15TH DATE THAT PAYMENT WILL BE MADE.
13
ARTICLE V
BENEFICIARIES
SECTION 5.01.
BENEFICIARY DESIGNATION.
(A)
DESIGNATION.
A PARTICIPANT MAY FROM TIME TO TIME DESIGNATE, IN
THE MANNER SPECIFIED BY THE ADMINISTRATOR, A BENEFICIARY TO RECEIVE PAYMENT
PURSUANT TO SECTION 4.04 IN THE EVENT OF HIS DEATH.
ANY BENEFICIARY DESIGNATION
MUST BE IN WRITING, SIGNED BY THE PARTICIPANT, ON THE FORM PRESCRIBED BY THE
ADMINISTRATOR AND DELIVERED TO THE ADMINISTRATOR PRIOR TO THE PARTICIPANT'S
DEATH.
(B)
ABSENCE OF BENEFICIARY.
IN THE EVENT THAT THERE IS NO PROPERLY
DESIGNATED BENEFICIARY LIVING AT THE TIME OF A PARTICIPANT'S DEATH, HIS BENEFIT
HEREUNDER SHALL BE PAID TO HIS ESTATE.
SECTION 5.02.
PAYMENT TO INCOMPETENT.
IF ANY PERSON ENTITLED TO
BENEFITS UNDER THIS PLAN SHALL BE A MINOR OR SHALL BE PHYSICALLY OR MENTALLY
INCOMPETENT IN THE JUDGMENT OF THE ADMINISTRATOR, SUCH BENEFITS MAY BE PAID IN
ANY ONE OR MORE OF THE FOLLOWING WAYS, AS THE ADMINISTRATOR IN HIS SOLE
DISCRETION SHALL DETERMINE:
(A)
TO THE LEGAL REPRESENTATIVES OF SUCH MINOR OR INCOMPETENT PERSON;
(B)
DIRECTLY TO SUCH MINOR OR INCOMPETENT PERSON; OR
(C)
TO A PARENT OR GUARDIAN OF SUCH MINOR OR INCOMPETENT PERSON, TO
THE PERSON WITH WHOM SUCH MINOR OR INCOMPETENT PERSON RESIDES, OR TO A CUSTODIAN
FOR SUCH MINOR UNDER THE UNIFORM GIFTS TO MINORS ACT (OR SIMILAR STATUTE) OF ANY
JURISDICTION.
Payment to any person in accordance with the foregoing provisions of this
Section 5.02 shall to that