BY THE
INDEPENDENT PUBLIC ACCOUNTANT OF THE COMPANY AND ITS AFFILIATES AND/OR ANY OTHER
INFORMATION FURNISHED IN CONNECTION WITH THE PLAN BY ANY AGENT OF THE COMPANY OR
THE COMMITTEE OR THE BOARD, OTHER THAN HIMSELF.
(N)
RELATIONSHIP TO OTHER BENEFITS.
NO PAYMENT
UNDER THE PLAN SHALL BE TAKEN INTO ACCOUNT IN DETERMINING ANY BENEFITS UNDER ANY
PENSION, RETIREMENT, PROFIT SHARING, GROUP INSURANCE OR OTHER BENEFIT PLAN OF
THE COMPANY EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN SUCH OTHER PLAN.
(O)
GOVERNING LAW.
THE PLAN SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO CONTRACTS MADE AND
24
PERFORMED WHOLLY WITHIN THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PROVISIONS THEREOF.
(P)
SEVERABILITY.
IF ANY PROVISION OF THE PLAN
OR ANY AWARD OR AWARD AGREEMENT IS OR BECOMES OR IS DEEMED TO BE INVALID,
ILLEGAL, OR UNENFORCEABLE IN ANY JURISDICTION OR AS TO ANY PERSON OR ENTITY OR
AWARD, OR WOULD DISQUALIFY THE PLAN OR ANY AWARD UNDER ANY LAW DEEMED APPLICABLE
BY THE COMMITTEE, SUCH PROVISION SHALL BE CONSTRUED OR DEEMED AMENDED TO CONFORM
TO THE APPLICABLE LAWS, OR IF IT CANNOT BE CONSTRUED OR DEEMED AMENDED WITHOUT,
IN THE DETERMINATION OF THE COMMITTEE, MATERIALLY ALTERING THE INTENT OF THE
PLAN OR THE AWARD, SUCH PROVISION SHALL BE CONSTRUED OR DEEMED STRICKEN AS TO
SUCH JURISDICTION, PERSON OR ENTITY OR AWARD AND THE REMAINDER OF THE PLAN AND
ANY SUCH AWARD SHALL REMAIN IN FULL FORCE AND EFFECT.
(Q)
OBLIGATIONS BINDING ON SUCCESSORS.
THE
OBLIGATIONS OF THE COMPANY UNDER THE PLAN SHALL BE BINDING UPON ANY SUCCESSOR
CORPORATION OR ORGANIZATION RESULTING FROM THE MERGER, AMALGAMATION,
CONSOLIDATION OR OTHER REORGANIZATION OF THE COMPANY, OR UPON ANY SUCCESSOR
CORPORATION OR ORGANIZATION SUCCEEDING TO SUBSTANTIALLY ALL OF THE ASSETS AND
BUSINESS OF THE COMPANY.
(R)
CODE SECTION 162(M) APPROVAL.
IF SO
DETERMINED BY THE COMMITTEE, THE PROVISIONS OF THE PLAN REGARDING PERFORMANCE
COMPENSATION AWARDS SHALL BE DISCLOSED AND REAPPROVED BY SHAREHOLDERS NO LATER
THAN THE FIRST SHAREHOLDER MEETING THAT OCCURS IN THE FIFTH YEAR FOLLOWING THE
YEAR IN WHICH SHAREHOLDERS PREVIOUSLY APPROVED SUCH PROVISIONS, IN EACH CASE IN
ORDER FOR CERTAIN AWARDS GRANTED AFTER SUCH TIME TO BE EXEMPT FROM THE DEDUCTION
LIMITATIONS OF SECTION 162(M) OF THE CODE.
NOTHING IN THIS CLAUSE, HOWEVER,
SHALL AFFECT THE VALIDITY OF AWARDS GRANTED AFTER SUCH TIME IF SUCH SHAREHOLDER
APPROVAL HAS NOT BEEN OBTAINED.
(S)
EXPENSES; GENDER; TITLES AND HEADINGS.
THE
EXPENSES OF ADMINISTERING THE PLAN SHALL BE BORNE BY THE COMPANY AND ITS
AFFILIATES.
MASCULINE PRONOUNS AND OTHER WORDS OF MASCULINE GENDER SHALL REFER
TO BOTH MEN AND WOMEN.
THE TITLES AND HEADINGS OF THE SECTIONS IN THE PLAN ARE
FOR CONVENIENCE OF REFERENCE ONLY, AND IN THE EVENT OF ANY CONFLICT, THE TEXT OF
THE PLAN, RATHER THAN SUCH TITLES OR HEADINGS SHALL CONTROL.
(T)
OTHER AGREEMENTS.
NOTWITHSTANDING THE
ABOVE, THE COMMITTEE MAY REQUIRE, AS A CONDITION TO THE GRANT OF AND/OR THE
RECEIPT OF COMMON