PLAN AND/OR ITS OBLIGATION TO MAKE FURTHER DISCRETIONARY
COMPANY CREDITS TO THE PLAN, BY ACTION OF ITS BOARD.
THE COMPANY ALSO RESERVES
THE RIGHT TO SUSPEND THE OPERATION OF THE PLAN FOR A FIXED OR INDETERMINATE
PERIOD OF TIME, BY ACTION OF ITS BOARD.
10.5
SUCCESSOR TO COMPANY.
ANY CORPORATION OR OTHER BUSINESS
ORGANIZATION WHICH IS A SUCCESSOR TO THE COMPANY BY REASON OF A CONSOLIDATION,
MERGER OR PURCHASE OF SUBSTANTIALLY ALL OF THE ASSETS OF THE COMPANY, OR ANY
OTHER CHANGE IN CONTROL, SHALL HAVE THE RIGHT TO BECOME A PARTY TO THE PLAN BY
ADOPTING THE SAME BY RESOLUTION OF THE ENTITY'S BOARD OF DIRECTORS OR OTHER
APPROPRIATE GOVERNING BODY.
IF, WITHIN NINETY (90) DAYS FROM THE EFFECTIVE DATE
OF SUCH CONSOLIDATION, MERGER OR SALE OF ASSETS, OR CHANGE IN CONTROL SUCH NEW
ENTITY DOES NOT BECOME A PARTY HERETO, AS ABOVE PROVIDED, THE PLAN AUTOMATICALLY
SHALL BE TERMINATED.
ARTICLE XI
MISCELLANEOUS
11.1
NO ASSIGNMENT.
THE RIGHT OF ANY PARTICIPANT, ANY BENEFICIARY OR
ANY OTHER PERSON TO THE PAYMENT OF ANY BENEFITS UNDER THIS PLAN SHALL NOT BE
ASSIGNED, TRANSFERRED, PLEDGED OR ENCUMBERED.
11.2
NO SECURED INTEREST.
THE OBLIGATION OF THE COMPANY TO PARTICIPANTS
UNDER THIS PLAN SHALL NOT BE FUNDED OR OTHERWISE SECURED, AND SHALL BE PAID OUT
OF THE GENERAL ASSETS OF THE COMPANY.
PARTICIPANTS ARE GENERAL UNSECURED
CREDITORS OF THE COMPANY WITH RESPECT TO THE OBLIGATIONS HEREUNDER AND SHALL
HAVE NO LEGAL OR EQUITABLE INTEREST IN THE ASSETS OF THE COMPANY, INCLUDING ANY
ASSETS AS THE COMPANY MAY SET ASIDE OR RESERVE AGAINST ITS OBLIGATIONS UNDER
THIS PLAN.
11.3
SUCCESSORS.
THIS PLAN SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF THE EMPLOYEE, ITS SUCCESSORS AND ASSIGNS AND THE PARTICIPANT AND HIS
OR HER HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL REPRESENTATIVES.
11.4
NO EMPLOYMENT AGREEMENT.
NOTHING CONTAINED HEREIN SHALL BE
CONSTRUED AS CONFERRING UPON ANY PARTICIPANT THE RIGHT TO CONTINUE IN THE EMPLOY
OF THE EMPLOYER AS AN EMPLOYEE.
11.5
ATTORNEYS' FEES.
IF THE EMPLOYER, THE PARTICIPANT, ANY
BENEFICIARY, AND/OR A SUCCESSOR IN INTEREST TO ANY OF THE FOREGOING, BRINGS
LEGAL ACTION TO ENFORCE ANY OF THE PROVISIONS OF THIS PLAN, THE PREVAILING PARTY
IN SUCH LEGAL ACTION SHALL BE REIMBURSED BY THE OTHER PARTY, THE
17
PREVAILING PARTY'S COSTS OF SUCH LEGAL ACTION INCLUDING, WITHOUT LIMITATION,
REASONABLE FEES OF ATTORNEYS, ACCOUNTANTS AND SIMILAR ADVISORS AND EXPERT
WITNESSES.
11.6
GOVERNING LAW.
THIS PLAN SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.
11.7
ENTIRE AGREEMENT.
THIS PLAN CONSTITUTES THE ENTIRE UNDERSTANDING
AND AGREEMENT WITH RESPECT TO THE SUBJECT MATTER CONTAINED HEREIN, AND THERE ARE
NO AGREEMENTS, UNDERSTANDINGS, RESTRICTIONS, REPRESENTATIONS OR WARRANTIES AMONG
ANY PARTICIPANT AND THE EMPLOYER OTHER THAN THOSE AS SET FORTH OR PROVIDED FOR
HEREIN.
11.8
SEVERABILITY.
IF ANY PROVISION OF THIS PLAN IS HELD TO BE INVALID,
ILLEGAL OR UNENFORCEABLE, SUCH INVALIDITY, ILLEGALITY, OR UNENFORCEABILITY SHALL
NOT AFFECT ANY OTHER PROVISION OF THIS PLAN, AND THE PLAN SHALL BE CONSTRUED AND
ENFORCED AS IF