authorities
and (ii) this provision shall be interpreted in a manner consistent with the
intent of this section, which is to make the Eligible Executive whole, on an
after-tax basis, for the application of the Excise Tax, it being understood that
the correction of an Overpayment may result in the Eligible Executive's repaying
to the Corporation an amount which is less than the Overpayment.
III.
OTHER IMPORTANT INFORMATION
1.
RELEASE AND WAIVER OF CLAIMS.
ANY OTHER
PROVISION OF THIS PLAN NOTWITHSTANDING, AN ELIGIBLE EXECUTIVE SHALL NOT BE
ENTITLED TO RECEIVE ANY SEVERANCE PAYMENT, OTHER PAYMENT, OR BENEFIT UNDER THIS
PLAN UNLESS SUCH ELIGIBLE EXECUTIVE HAS EXECUTED A WAIVER OF CLAIMS AND A
GENERAL RELEASE OF ALL CLAIMS IN FAVOR OF THE CORPORATION AND ITS AFFILIATES.
SUCH WAIVER AND RELEASE SHALL BE EXECUTED ON A FORM PROVIDED BY AND ACCEPTABLE
TO THE CORPORATION.
THE FORM OF THE WAIVER AND GENERAL RELEASE WILL SPECIFY HOW
MUCH TIME SUCH ELIGIBLE EXECUTIVE HAS TO SIGN IT AND WHETHER THERE IS A
REVOCATION PERIOD.
2.
PLAN ADMINISTRATION.
AS THE PLAN
ADMINISTRATOR, THE CORPORATION HAS FULL DISCRETIONARY AUTHORITY TO ADMINISTER
AND INTERPRET THE PLAN, INCLUDING DISCRETIONARY AUTHORITY TO DETERMINE
ELIGIBILITY FOR BENEFITS UNDER THE PLAN AND THE AMOUNT OF BENEFITS (IF ANY)
PAYABLE PER PARTICIPANT. ANY DETERMINATION BY THE PLAN ADMINISTRATOR WILL BE
FINAL AND CONCLUSIVE UPON ALL PERSONS.
THE PLAN ADMINISTRATOR HEREBY DELEGATES
TO THE CHIEF FINANCIAL OFFICER ALL OF ITS ADMINISTRATIVE DUTIES.
ACCORDINGLY,
THE CHIEF FINANCIAL OFFICER, ON BEHALF OF THE PLAN ADMINISTRATOR, HAS FULL
DISCRETIONARY AUTHORITY TO CARRY OUT ITS DELEGATED DUTIES.
ANY DETERMINATION BY
THE CHIEF FINANCIAL OFFICER WILL BE FINAL AND CONCLUSIVE UPON ALL PERSONS.
THE
CORPORATION, AS THE PLAN ADMINISTRATOR, WILL INDEMNIFY AND HOLD HARMLESS THE
CHIEF FINANCIAL OFFICER FOR CARRYING OUT THE RESPONSIBILITIES OF THE PLAN
ADMINISTRATOR; PROVIDED, HOWEVER, SUCH PERSON DOES NOT ACT WITH GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT.
6
3.
BENEFITS.
WHEN BENEFITS ARE DUE, THEY
WILL BE PAID IN ONE LUMP SUM FROM THE GENERAL ASSETS OF THE CORPORATION ON THE
FIRST SCHEDULED PAYROLL DATE OF THE CORPORATION FOLLOWING THE LATEST OF THE
FOLLOWING DATES:
THE ELIGIBLE EXECUTIVE'S LAST DAY OF EMPLOYMENT, THE DATE THE
COMPANY RECEIVES THE ELIGIBLE EXECUTIVE'S SIGNED GENERAL RELEASE OF ALL CLAIMS,
OR THE DATE THE REVOCATION PERIOD (IF ANY) SPECIFIED IN THE GENERAL RELEASE OF
ALL CLAIMS EXPIRES.
THE CORPORATION IS NOT REQUIRED TO ESTABLISH A TRUST TO
FUND THE PLAN.
THE BENEFITS PROVIDED UNDER THIS PLAN ARE NOT ASSIGNABLE AND MAY
BE CONDITIONED UPON YOUR COMPLIANCE WITH ANY CONFIDENTIALITY AGREEMENT YOU HAVE
ENTERED INTO WITH THE CORPORATION.
4.
CLAIMS PROCEDURE.
IF YOU BELIEVE YOU
ARE INCORRECTLY DENIED A BENEFIT OR ARE ENTITLED TO A GREATER BENEFIT THAN THE
BENEFIT YOU RECEIVE UNDER THE PLAN, YOU MAY SUBMIT A SIGNED, WRITTEN APPLICATION
TO THE PLAN ADMINISTRATOR WITHIN NINETY (90) DAYS OF YOUR TERMINATION DATE OR,
IN THE CASE OF A DISPUTE INVOLVING A GROSS-UP PAYMENT, THE DATE ON WHICH A
DETERMINATION IS MADE REGARDING A GROSS-UP PAYMENT.
YOU WILL BE