CONSTITUTE AT LEAST A MAJORITY OF THE BOARD.
(B)
CASH PAYMENT.
IF A CHANGE IN CONTROL OF THE COMPANY OCCURS, THEN
THE BOARD, WITHOUT THE CONSENT OF ANY PARTICIPANT AFFECTED THEREBY, MAY
DETERMINE TO THE EXTENT PERMITTED BY SECTION 409A OF THE CODE (FOR AMOUNTS
SUBJECT TO SECTION 409A) THAT SOME OR ALL PARTICIPANTS HOLDING OUTSTANDING
OPTIONS AND/OR STOCK APPRECIATION RIGHTS GRANTED UNDER THE DEIP WILL RECEIVE,
WITH RESPECT TO SOME OR ALL OF THE SHARES SUBJECT TO SUCH OPTIONS OR STOCK
APPRECIATION RIGHTS, AS OF THE EFFECTIVE DATE OF ANY CHANGE IN CONTROL OF THE
COMPANY, CASH IN AN AMOUNT EQUAL TO THE EXCESS OF THE MARKET PRICE OF SUCH
SHARES IMMEDIATELY PRIOR TO THE EFFECTIVE DATE OF SUCH CHANGE IN CONTROL OF THE
COMPANY OVER THE EXERCISE PRICE PER SHARE OF SUCH OPTIONS OR STOCK APPRECIATION
RIGHTS.
(C)
ACCELERATION OF VESTING.
IF A CHANGE IN CONTROL OF THE COMPANY
OCCURS, THEN (I) ALL OPTIONS AND STOCK APPRECIATION RIGHTS WILL BECOME
IMMEDIATELY EXERCISABLE IN FULL AND WILL REMAIN EXERCISABLE IN ACCORDANCE WITH
THEIR TERMS; (II) ALL RESTRICTED STOCK WILL BECOME IMMEDIATELY FULLY VESTED AND
NONFORFEITABLE; AND (III) THE PARTICIPANT'S DEFERRAL ACCOUNTS WILL BECOME
IMMEDIATELY FULLY VESTED AND NON-FORFEITABLE.
(D)
ACCELERATION OF PAYMENT.
IF A CHANGE IN CONTROL OF THE COMPANY
OCCURS, THEN ALL DEFERRED AMOUNTS CREDITED TO A PARTICIPANT'S CASH ACCOUNT AND
SHARE ACCOUNT WILL BECOME IMMEDIATELY DUE AND PAYABLE TO THE PARTICIPANT.
13.
SOURCE OF PAYMENTS; NATURE OF INTEREST.
(A)
SOURCE OF PAYMENTS.
THE COMPANY IS RESPONSIBLE FOR PAYING, FROM
ITS GENERAL ASSETS, ANY BENEFITS ATTRIBUTABLE TO A PARTICIPANT'S ACCOUNT.
(B)
STATUS OF DEIP.
NOTHING CONTAINED IN THE DEIP IS TO BE CONSTRUED
AS PROVIDING FOR ASSETS TO BE HELD FOR THE BENEFIT OF ANY PARTICIPANT OR ANY
OTHER PERSON OR PERSONS TO WHOM BENEFITS ARE TO BE PAID PURSUANT TO THE
14
TERMS OF THE DEIP, THE PARTICIPANT'S OR OTHER PERSON'S ONLY INTEREST UNDER THE
DEIP BEING THE RIGHT TO RECEIVE THE BENEFITS SET FORTH HEREIN.
UNTIL SUCH TIME
AS SHARES ARE DISTRIBUTED TO A PARTICIPANT, BENEFICIARY OF A DECEASED
PARTICIPANT OR OTHER PERSON, HE OR SHE HAS NO RIGHTS AS A SHAREHOLDER WITH
RESPECT TO ANY SHARE UNITS CREDITED TO A SHARE ACCOUNT PURSUANT TO THE DEIP.
TO
THE EXTENT THAT THE PARTICIPANT OR ANY OTHER PERSON ACQUIRES A RIGHT TO RECEIVE
BENEFITS UNDER THE DEIP, SUCH RIGHT IS NO GREATER THAN THE RIGHT OF ANY
UNSECURED GENERAL CREDITOR OF THE COMPANY.
(C)
NON-ASSIGNABILITY OF BENEFITS.
THE BENEFITS PAYABLE UNDER THE
DEIP AND THE RIGHT TO RECEIVE FUTURE BENEFITS UNDER THE DEIP MAY NOT BE
ANTICIPATED, ALIENATED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED, ENCUMBERED, OR
SUBJECTED TO ANY CHARGE OR LEGAL PROCESS.
14.
SECURITIES LAW AND OTHER RESTRICTIONS.
Notwithstanding any other provision of the DEIP or any agreements entered into
pursuant to the DEIP to the contrary, the Company is not required to issue or
distribute any Shares under the DEIP, and a Participant or distributee may not
sell, assign, transfer or otherwise dispose of Shares issued