PLAN OR IN AN EMPLOYMENT OR OTHER AGREEMENT, A
PARTICIPANT ENTITLED TO RECEIVE ANY PAYMENT OR BENEFITS HEREUNDER SHALL NOT BE
REQUIRED TO SEEK OTHER EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO REDUCE ANY AMOUNTS
PAYABLE TO HIM OR HER PURSUANT TO THE PLAN AND THE PAYMENTS AND BENEFITS PAYABLE
HEREUNDER SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY THE PARTICIPANT AS
A RESULT OF EMPLOYMENT OR CONSULTANCY WITH ANOTHER PERSON.
12.
AMENDMENT AND TERMINATION.
THE COMMITTEE
MAY AMEND THE PLAN AT ANY TIME AND FROM TIME TO TIME AND THE COMMITTEE MAY
TERMINATE THE PLAN AT ANY TIME AFTER DECEMBER 31, 2008, PROVIDED, HOWEVER, THAT
ANY SUCH ACTION THAT WOULD HAVE AN ADVERSE EFFECT ON THE AMOUNT, TIMING OR VALUE
OF THE PAYMENTS OR BENEFITS A PARTICIPANT IS OR OTHERWISE MAY BECOME ENTITLED TO
RECEIVE UNDER THE PLAN SHALL NOT BE EFFECTIVE WITH RESPECT TO THE PARTICIPANT
(A) IF HIS OR HER EMPLOYMENT TERMINATES BEFORE OR WITHIN SIX MONTHS AFTER THE
DATE SUCH ACTION IS TAKEN, AND/OR (B) PRIOR TO THE SECOND ANNIVERSARY OF A
CHANGE IN CONTROL IF SUCH ACTION IS TAKEN (1) ON THE DAY OF OR
10
SUBSEQUENT TO THE CHANGE IN CONTROL, (2) PRIOR TO THE CHANGE IN CONTROL, BUT AT
THE REQUEST OF A THIRD PARTY PARTICIPATING DIRECTLY OR INDIRECTLY IN THE CHANGE
IN CONTROL, OR (3) OTHERWISE IN CONNECTION WITH OR IN ANTICIPATION OF THE CHANGE
IN CONTROL.
13.
SUCCESSORS AND BENEFICIARIES.
(A)
SUCCESSORS AND ASSIGNS OF COMPANY.
THE
COMPANY SHALL REQUIRE ANY SUCCESSOR OR ASSIGNEE, WHETHER DIRECT OR INDIRECT, BY
PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE, OF ALL OR SUBSTANTIALLY ALL THE
BUSINESS OR ASSETS OF THE COMPANY, EXPRESSLY AND UNCONDITIONALLY TO ASSUME AND
AGREE TO PERFORM OR CAUSE TO BE PERFORMED THE COMPANY'S OBLIGATIONS UNDER THE
PLAN IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IF NO SUCH SUCCESSION OR ASSIGNMENT HAD TAKEN PLACE. IN ANY
SUCH EVENT, THE TERM "COMPANY," AS USED IN THE PLAN SHALL MEAN THE COMPANY, AS
DEFINED ABOVE AND ANY SUCH SUCCESSOR OR ASSIGNEE.
(B)
BENEFICIARY OF DECEASED PARTICIPANT.
FOR
THE PURPOSES HEREOF, A DECEASED PARTICIPANT'S BENEFICIARY WILL BE THE PERSON OR
PERSONS DESIGNATED AS SUCH IN A WRITTEN PLAN BENEFICIARY DESIGNATION FILED WITH
THE COMMITTEE OR ITS DESIGNEE, WHICH MAY BE REVOKED OR REVISED IN THE SAME
MANNER AT ANY TIME PRIOR TO THE PARTICIPANT'S DEATH. IN THE ABSENCE OF A
PROPERLY FILED WRITTEN PLAN BENEFICIARY DESIGNATION OR IF NO DESIGNATED
BENEFICIARY SURVIVES A PARTICIPANT, THE DECEASED PARTICIPANT'S ESTATE WILL BE
DEEMED TO BE THE PARTICIPANT'S BENEFICIARY HEREUNDER.
14.
MISCELLANEOUS.
(A)
COMPLIANCE WITH ERISA.
(I)
THIS PLAN IS INTENDED TO CONSTITUTE AN
UNFUNDED "EMPLOYEE WELFARE BENEFIT PLAN" MAINTAINED FOR THE PURPOSE OF PROVIDING
SEVERANCE BENEFITS TO A SELECT GROUP OF MANAGEMENT OR HIGHLY COMPENSATED
EMPLOYEES, AND THE PLAN SHALL BE ADMINISTERED IN A MANNER CONSISTENT WITH SUCH
INTENT.
THE PLAN IS INTENDED TO BE EXCEPTED FROM THE DEFINITIONS OF "EMPLOYEE
PENSION BENEFIT PLAN" AND