RESPECT TO THE AMOUNT OF THE OFFSET SO CREDITED.
SECTION 4.04
REDUCTION OF SEVERANCE BENEFITS.
THE PLAN ADMINISTRATOR
RESERVES THE RIGHT TO MAKE DEDUCTIONS IN ACCORDANCE WITH APPLICABLE LAW FOR THE
STATED AMOUNT OF MONIES OWED TO THE COMPANY BY THE PARTICIPANT OR THE VALUE OF
COMPANY PROPERTY THAT THE PARTICIPANT HAS RETAINED IN HIS/HER POSSESSION.
ANY
PAYMENT MADE PURSUANT TO THE PLAN SHALL BE SUBJECT TO APPLICABLE WITHHOLDING
OBLIGATIONS IN AN AMOUNT SUFFICIENT TO SATISFY U.S. OR FOREIGN FEDERAL,
PROVINCIAL, STATE AND LOCAL OR OTHER APPLICABLE WITHHOLDING TAX REQUIREMENTS.
SECTION 4.05
OTHER ARRANGEMENTS.
THE SEVERANCE BENEFITS UNDER THIS
PLAN ARE NOT ADDITIVE OR CUMULATIVE TO SEVERANCE OR TERMINATION BENEFITS THAT A
PARTICIPANT MIGHT ALSO BE ENTITLED TO RECEIVE UNDER THE TERMS OF A WRITTEN
EMPLOYMENT AGREEMENT, A SEVERANCE AGREEMENT OR ANY OTHER ARRANGEMENT WITH THE
COMPANY.
AS A CONDITION OF PARTICIPATING IN THE PLAN, EACH INDIVIDUAL MUST
EXPRESSLY AGREE THAT THIS PLAN SUPERSEDES ALL PRIOR AGREEMENTS, AND SETS FORTH
THE ENTIRE SEVERANCE BENEFIT TO WHICH HE OR SHE IS ENTITLED TO WHILE A
PARTICIPANT IN THE PLAN.
THE PROVISIONS OF THIS PLAN MAY PROVIDE FOR PAYMENTS
TO THE PARTICIPANT UNDER CERTAIN COMPENSATION OR BONUS PLANS UNDER CIRCUMSTANCES
WHERE SUCH PLANS WOULD NOT PROVIDE FOR PAYMENT THEREOF.
IT IS THE SPECIFIC
INTENTION OF THE COMPANY THAT THE PROVISIONS OF THIS PLAN SHALL SUPERSEDE ANY
PROVISIONS TO THE CONTRARY IN SUCH PLANS, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, AND SUCH PLANS SHALL BE DEEMED TO HAVE BEEN AMENDED TO CORRESPOND WITH THIS
PLAN WITHOUT FURTHER ACTION BY THE COMPANY OR THE BOARD.
HOWEVER, IF THE
PARTICIPANT IS A PARTY TO A CHANGE IN CONTROL AGREEMENT (OR SIMILAR AGREEMENT),
SUCH AGREEMENT, AND NOT THIS PLAN, SHALL APPLY UNDER THE CIRCUMSTANCES DESCRIBED
THEREIN.
SECTION 4.06
TERMINATION OF ELIGIBILITY FOR BENEFITS.
ALL
PARTICIPANTS SHALL CEASE TO BE ELIGIBLE TO PARTICIPATE IN THE PLAN, AND ALL
SEVERANCE BENEFIT PAYMENTS SHALL CEASE UPON THE OCCURRENCE OF THE EARLIER OF:
(A)
SUBJECT TO ARTICLE VII, TERMINATION OR MODIFICATION OF THE PLAN;
OR
(B)
COMPLETION OF PAYMENT TO THE PARTICIPANT OF THE SEVERANCE BENEFIT
FOR WHICH THE PARTICIPANT IS ELIGIBLE UNDER ARTICLE IV.
ARTICLE V
CONFIDENTIALITY, COVENANT NOT TO COMPETE AND NOT TO SOLICIT
SECTION 5.01
CONFIDENTIAL INFORMATION.
AT NO TIME DURING THE TERM OF
PARTICIPANT'S EMPLOYMENT OR DURING THE 24 MONTH PERIOD FOLLOWING PARTICIPANT'S
TERMINATION DATE, SHALL THE PARTICIPANT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY, USE, DIVULGE, DISCLOSE OR MAKE ACCESSIBLE TO ANY OTHER PERSON,
FIRM,
7
PARTNERSHIP, CORPORATION OR OTHER ENTITY ANY CONFIDENTIAL INFORMATION PERTAINING
TO THE BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES, EXCEPT (I) WHILE
EMPLOYED BY THE COMPANY, IN THE BUSINESS OF AND FOR THE BENEFIT OF THE COMPANY,
OR (II) WHEN REQUIRED TO DO SO BY A COURT OF COMPETENT JURISDICTION, BY ANY
GOVERNMENTAL AGENCY HAVING SUPERVISORY AUTHORITY OVER THE BUSINESS OF THE
COMPANY, OR BY ANY ADMINISTRATIVE BODY OR LEGISLATIVE BODY (INCLUDING A
COMMITTEE THEREOF) WITH JURISDICTION TO ORDER THE PARTICIPANT TO DIVULGE,
DISCLOSE OR