divest the Account of
any Participant or Beneficiary without the consent of such Participant or
Beneficiary.
7.2.
DISCONTINUANCE OF CONTRIBUTIONS AND
TERMINATION OF PLAN.
THE PLAN SPONSOR RESERVES THE RIGHT TO REDUCE, SUSPEND OR
DISCONTINUE ITS CONTRIBUTIONS TO THE PLAN AND TO TERMINATE THE PLAN HEREIN
EMBODIED IN ITS ENTIRETY BY RESOLUTION OF THE COMPENSATION COMMITTEE OF ITS
BOARD OF DIRECTORS.
IF THE PLAN IS TERMINATED, EACH PARTICIPANT AND BENEFICIARY
WITH AN ACCOUNT IN THE PLAN SHALL RECEIVE A LUMP SUM PAYMENT OF THE ACCOUNT OR
REMAINING ACCOUNT, AS APPLICABLE, AS SOON AS ADMINISTRATIVELY FEASIBLE AFTER
SUCH PLAN TERMINATION.
7.3.
CHANGE OF CONTROL.
NOTWITHSTANDING
SECTION 7.1 AND 7.2, FOR A PERIOD THAT BEGINS ON THE DATE OF A CHANGE OF CONTROL
AND ENDS ON THE LAST DAY OF THE TWELFTH (12TH) MONTH THAT BEGINS AFTER THE MONTH
IN WHICH THE CHANGE OF CONTROL OCCURS, THE PLAN MAY NOT BE TERMINATED OR AMENDED
IN ANY MANNER WHATSOEVER THAT WOULD ADVERSELY AFFECT THE AMOUNT AND FORM OF
BENEFITS PAYABLE UNDER THIS PLAN UNLESS EIGHTY PERCENT (80%) OF ALL THE
PARTICIPANTS DETERMINED AS OF THE DATE OF THE CHANGE OF CONTROL GIVE KNOWING AND
VOLUNTARY WRITTEN CONSENT TO SUCH AMENDMENT OR TERMINATION.
7.4.
NO ORAL AMENDMENTS.
NO
MODIFICATION OF THE TERMS OF THE PLAN RESTATEMENT OR TERMINATION OF THIS PLAN
SHALL BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED ON BEHALF OF THE PLAN
SPONSOR BY A PERSON AUTHORIZED TO EXECUTE SUCH WRITING.
NO ORAL REPRESENTATION
CONCERNING THE INTERPRETATION OR EFFECT OF THE PLAN RESTATEMENT SHALL BE
EFFECTIVE TO AMEND THE PLAN RESTATEMENT.
7.5.
PLAN BINDING ON SUCCESSORS.
THE
PLAN SPONSOR WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE TO ALL OR SUBSTANTIALLY ALL OF THE
BUSINESS AND/OR ASSETS OF THE PLAN SPONSOR), BY AGREEMENT, TO EXPRESSLY ASSUME
AND AGREE TO PERFORM THIS PLAN IN THE SAME MANNER AND TO THE SAME EXTENT THAT
THE PLAN SPONSOR WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN
PLACE.
24
SECTION 8
DETERMINATIONS - RULES AND REGULATIONS
8.1.
DETERMINATIONS.
THE PLAN SPONSOR
SHALL MAKE SUCH DETERMINATIONS AS MAY BE REQUIRED FROM TIME TO TIME IN THE
ADMINISTRATION OF THIS PLAN.
THE PLAN SPONSOR SHALL HAVE THE DISCRETIONARY
AUTHORITY AND RESPONSIBILITY TO INTERPRET AND CONSTRUE THE PLAN RESTATEMENT AND
TO DETERMINE ALL FACTUAL AND LEGAL QUESTIONS UNDER THIS PLAN, INCLUDING, BUT NOT
LIMITED TO, THE ENTITLEMENT OF PARTICIPANTS AND BENEFICIARIES, AND THE AMOUNTS
OF THEIR RESPECTIVE INTERESTS.
EACH INTERESTED PARTY MAY ACT AND RELY UPON ALL
INFORMATION REPORTED TO THEM HEREUNDER AND NEED NOT INQUIRE INTO THE ACCURACY
THEREOF, NOR BE CHARGED WITH ANY NOTICE TO THE CONTRARY.
8.2.
RULES AND REGULATIONS.
ANY RULE
NOT IN CONFLICT OR AT VARIANCE WITH THE PROVISIONS HEREOF MAY BE ADOPTED BY THE
PLAN SPONSOR.
8.3.
METHOD OF EXECUTING INSTRUMENTS.
INFORMATION TO BE SUPPLIED OR WRITTEN NOTICES TO BE MADE OR CONSENTS TO BE GIVEN
BY THE PLAN SPONSOR PURSUANT TO ANY PROVISION OF THE PLAN RESTATEMENT MAY BE