BY THE LIQUIDATION BY THE PARTICIPANT
OF HIS OR HER ASSETS (TO THE EXTENT THE LIQUIDATION OF SUCH ASSETS WOULD NOT
ITSELF CAUSE SEVERE FINANCIAL HARDSHIP).
IF, SUBJECT TO THE SOLE DISCRETION OF
THE COMMITTEE, THE PETITION FOR A PAYOUT IS APPROVED, THE PAYOUT SHALL BE MADE
WITHIN 90 DAYS OF THE DATE OF THE UNFORESEEABLE EMERGENCY.
8.03.
CHANGE IN CONTROL.
NOTWITHSTANDING THE ABOVE AND ANY OTHER
PROVISION HEREIN TO THE CONTRARY, TO THE EXTENT PERMITTED BY SECTION 409A
WITHOUT EXCISE TAX OR PENALTY, EFFECTIVE IMMEDIATELY UPON A CHANGE OF CONTROL,
THE ENTIRE VALUE OF EACH PARTICIPANT'S BOOK RESERVE ACCOUNTS UNDER THE PLAN
SHALL BE MAINTAINED IN A TRUST (THE "TRUST") ESTABLISHED BY THE COMPANY FOR THIS
PURPOSE AND THE COMPANY SHALL TRANSFER TO THE TRUST AN AMOUNT SUFFICIENT TO FUND
THE ENTIRE VALUE OF EACH PARTICIPANT'S BOOK RESERVE ACCOUNTS.
THE TRUST IS
INTENDED TO BE CLASSIFIED FOR FEDERAL INCOME TAX PURPOSES AS A "GRANTOR TRUST"
WITHIN THE MEANING OF SUBPART E, PART I, SUBCHAPTER J, CHAPTER 1, SUBTITLE A OF
THE CODE.
8.04.
PLAN TERMINATION.
IN THE EVENT OF A TERMINATION OF THE PLAN
PURSUANT TO ARTICLE 10.02 AS IT RELATES TO ANY PARTICIPANT, THEN SUBJECT TO
ARTICLE 4.04, ALL AMOUNTS CREDITED TO EACH OF THE BOOK RESERVE ACCOUNTS OF EACH
AFFECTED PARTICIPANT SHALL BE 100 PERCENT VESTED AND SHALL BE PAID TO THE
PARTICIPANT OR, IN THE CASE OF THE PARTICIPANT'S DEATH, TO THE PARTICIPANT'S
BENEFICIARY, IN A LUMP SUM.
SUCH LUMP-SUM PAYMENT SHALL BE MADE 13 MONTHS AFTER
SUCH TERMINATION (OR SUCH EARLIER DATE PERMITTED UNDER SECTION 409A),
NOTWITHSTANDING ANY ELECTIONS MADE BY THE PARTICIPANT, EXCEPT THAT THE COMPANY
SHALL NOT HAVE ANY RIGHT TO SO ACCELERATE THE PAYMENT OF ANY AMOUNT TO THE
EXTENT SUCH RIGHT WOULD CAUSE THE PLAN TO FAIL TO COMPLY WITH, OR CAUSE A
PARTICIPANT TO BE SUBJECT TO A TAX UNDER, THE PROVISIONS OF SECTION 409A.
ARTICLE 9
SPECIAL RESTRICTIONS
9.01.
INSIDER STATUS.
THE PROVISIONS OF THIS ARTICLE 9 SHALL APPLY TO
INSIDERS.
SUCH PROVISIONS SHALL APPLY DURING ALL PERIODS THAT INSIDERS ARE
SUBJECT TO REPORTING UNDER SECTION 16(A) OF THE EXCHANGE ACT, INCLUDING ANY
PERIOD FOLLOWING CESSATION OF INSIDER STATUS DURING WHICH SUCH INSIDERS ARE
REQUIRED TO REPORT TRANSACTIONS PURSUANT TO RULE 16A-2(B) (OR ITS SUCCESSOR)
UNDER THE EXCHANGE ACT.
AT SUCH TIME AS ANY INSIDER CEASES TO BE SUBJECT TO
SECTION 16(A) REPORTING (AND ANY PERIOD CONTEMPLATED BY RULE 16A-2(B) HAS
EXPIRED), THIS ARTICLE 9 SHALL CEASE TO BE APPLICABLE TO SUCH PARTICIPANT.
9.02.
APPLICABILITY.
THIS ARTICLE 9 SHALL BE AUTOMATICALLY APPLICABLE TO
ANY PERSON WHO, ON AND AFTER THE DATE HEREOF, BECOMES AN INSIDER.
FOR PURPOSES
OF THE FOREGOING, THE EFFECTIVE DATE OF THIS ARTICLE SHALL BE THE DATE THE
PERSON BECOMES AN INSIDER.
9.03.
STOCK FUND LIMITATIONS.
NOTWITHSTANDING ANYTHING IN THE PLAN TO
THE CONTRARY, (A) EXCEPT AS SET FORTH BELOW, CREDITS TO THE ACCOUNT OF AN
INSIDER PURSUANT TO ARTICLE 4.04 MAY NOT BE MADE TO ANY SUBACCOUNT THAT REFLECTS
THE PERFORMANCE OF THE STOCK FUND,