CONTRIBUTION ACCOUNT SHALL BE PAID TO HIM IN A LUMP
SUM.
IN THE EVENT LESS THAN ALL OF THE TOTAL AMOUNT CREDITED TO A FORMER
PARTICIPANT'S NONQUALIFIED DEFERRED COMPENSATION ACCOUNT AND TO HIS COMPANY
CONTRIBUTION ACCOUNT HAS NOT BEEN DISTRIBUTED AS OF A CHANGE IN CONTROL, THE
BALANCE SHALL BE PAID TO THE FORMER PARTICIPANT OR HIS BENEFICIARY IN A LUMP
SUM.
THE LUMP SUM PAYMENT, LESS ANY AMOUNT REQUIRED TO BE WITHHELD BY LAW,
SHALL BE PAID NOT LATER THAN THIRTY (30) CALENDAR DAYS AFTER THE DATE OF A
CHANGE IN CONTROL.
SECTION 10.5
DISTRIBUTIONS IN THE EVENT OF TAXATION.
SHOULD ANY AMOUNTS
CONTAINED IN A PARTICIPANT'S NONQUALIFIED DEFERRED COMPENSATION ACCOUNT OR HIS
COMPANY CONTRIBUTION ACCOUNT BECOME SUBJECT TO TAXATION BY THE INTERNAL REVENUE
SERVICE OF THE U.S. GOVERNMENT PRIOR TO THE ACTUAL RECEIPT THEREOF BY THE
PARTICIPANT, OR HIS BENEFICIARY, THEN SUCH AMOUNTS AS NECESSARY TO PAY ANY
APPLICABLE TAXES, INCLUDING ANY TAXES ON SUCH AMOUNTS, SHALL BECOME IMMEDIATELY
PAYABLE THERETO IN A LUMP SUM DISTRIBUTION.
SUCH DISTRIBUTION SHALL BE SUBJECT
TO ALL WITHHOLDING REQUIRED BY LAW.
ARTICLE XI
ADMINISTRATIVE PROVISIONS
SECTION 11.1
ADMINISTRATOR'S DUTIES AND POWERS.
(A)
THE ADMINISTRATOR SHALL CONDUCT THE GENERAL ADMINISTRATION OF THE
PLAN IN ACCORDANCE WITH THE PLAN AND SHALL HAVE ALL THE NECESSARY POWER AND
AUTHORITY TO CARRY OUT THAT FUNCTION.
AMONG ITS NECESSARY POWERS AND DUTIES,
ARE THE FOLLOWING:
(I)
TO DELEGATE ALL OR PART OF ITS FUNCTION AS ADMINISTRATOR TO
OTHERS AND REVOKE ANY SUCH DELEGATION;
(II)
TO DETERMINE QUESTIONS OF ELIGIBILITY OF PARTICIPANTS AND THEIR
ENTITLEMENT TO BENEFITS;
11
(III)
TO SELECT AND ENGAGE ATTORNEYS, ACCOUNTANTS, ACTUARIES, TRUSTEES,
APPRAISERS, BROKERS, CONSULTANTS, ADMINISTRATORS, PHYSICIANS, OR OTHER PERSONS
TO RENDER SERVICE OR ADVICE WITH REGARD TO ANY RESPONSIBILITY THE ADMINISTRATOR
OR THE COMPANY HAS UNDER THE PLAN, OR OTHERWISE, TO DESIGNATE SUCH PERSONS TO
CARRY OUT RESPONSIBILITIES, AND (WITH THE COMPANY AND ITS OFFICERS, TRUSTEES,
AND EMPLOYEES) TO RELY UPON THE ADVICE, OPINIONS OR VALUATIONS OF ANY SUCH
PERSONS, TO THE EXTENT PERMITTED BY LAW, BEING FULLY PROTECTED IN ACTING OR
RELYING THEREON IN GOOD FAITH;
(IV)
TO INTERPRET THE PLAN FOR PURPOSE OF THE ADMINISTRATION AND
APPLICATION OF THE PLAN, IN A MANNER NOT INCONSISTENT WITH THE PLAN OR
APPLICABLE LAW AND TO AMEND OR REVOKE ANY SUCH INTERPRETATION; AND
(V)
TO ADOPT RULES OF THE PLAN THAT ARE NOT INCONSISTENT WITH THE PLAN
OR APPLICABLE LAW AND TO AMEND OR REVOKE ANY SUCH RULES.
(B)
EVERY FINDING, DECISION, AND DETERMINATION MADE BY THE
ADMINISTRATOR SHALL, TO THE FULL EXTENT PERMITTED BY LAW, BE FINAL AND BINDING
UPON ALL PARTIES.
SECTION 11.2
LIMITATION UPON POWERS.
THE PLAN SHALL BE UNIFORMLY AND
CONSISTENTLY ADMINISTERED, INTERPRETED, AND APPLIED WITH REGARD TO ALL
PARTICIPANTS IN SIMILAR CIRCUMSTANCES.
SECTION 11.3
INDEMNIFICATION BY THE COMPANY: LIABILITY INSURANCE.
(A)
THE COMPANY SHALL PAY OR REIMBURSE THE ADMINISTRATOR FOR ALL
EXPENSES INCURRED THEREBY AND SHALL INDEMNIFY AND HOLD IT HARMLESS FROM, ALL
CLAIMS, LIABILITIES, AND COSTS (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING
OUT OF THE GOOD FAITH