ALL PROVISIONS
HEREOF SHALL BE ADMINISTERED ACCORDING TO, AND ITS VALIDITY SHALL BE DETERMINED
UNDER, THE LAWS OF DELAWARE WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF
LAWS, EXCEPT WHERE PREEMPTED BY FEDERAL LAW.
8.4
SEVERABILITY.
SHOULD ANY PROVISION OF THIS
PLAN OR ANY PROCEDURES ADOPTED THEREUNDER BE DEEMED OR HELD TO BE UNLAWFUL OR
INVALID FOR ANY REASON, SUCH FACT SHALL NOT ADVERSELY AFFECT THE OTHER
PROVISIONS OR PROCEDURES, UNLESS SUCH INVALIDITY SHALL RENDER IMPOSSIBLE OR
IMPRACTICAL THE FUNCTIONING OF THIS PLAN AND, IN SUCH CASE, THE COMPANY OR THE
PLAN ADMINISTRATOR, AS APPLICABLE, SHALL IMMEDIATELY ADOPT A NEW PROVISION OR
PROCEDURE TO TAKE THE PLACE OF THE ONE HELD ILLEGAL OR INVALID.
13
8.5
HEIRS, ASSIGNS AND PERSONAL
REPRESENTATIVES.
THIS PLAN SHALL BE BINDING UPON (A) THE HEIRS, EXECUTORS,
ADMINISTRATORS, AND SUCCESSORS OF EACH PARTICIPANT AND BENEFICIARY, PRESENT AND
FUTURE, AND ALL PERSONS FOR WHOSE BENEFIT THERE EXISTS ANY APPROVED DOMESTIC
RELATIONS ORDER WITH RESPECT TO ANY PARTICIPANT AND (B) THE COMPANY AND ANY
SUCCESSOR TO THE COMPANY AS A RESULT OF A STATUTORY MERGER OR ANY OTHER FORM OF
REORGANIZATION OF THE BUSINESS OF THE COMPANY.
8.6
LOST PAYEES.
A BENEFIT SHALL BE DEEMED
FORFEITED IF THE PLAN ADMINISTRATOR IS UNABLE TO LOCATE A PARTICIPANT OR
BENEFICIARY TO WHOM PAYMENT IS DUE, PROVIDED, HOWEVER, THAT SUCH BENEFIT SHALL
BE REINSTATED, WITHOUT INTEREST, IF A CLAIM IS MADE BY THE PARTICIPANT OR
BENEFICIARY FOR THE FORFEITED BENEFIT WITHIN NINETY (90) DAYS OF THE DATE THAT
THE LAST PAYMENT TO SUCH PARTICIPANT OR BENEFICIARY WOULD HAVE BEEN MADE.
8.7
RELIANCE ON DATA AND CONSENTS.
THE COMPANY,
THE PLAN ADMINISTRATOR AND ALL OTHER PERSONS OR ENTITIES ASSOCIATED WITH THE
ADMINISTRATION OF THIS PLAN MAY REASONABLY RELY ON THE TRUTH, ACCURACY AND
COMPLETENESS OF ALL DATA PROVIDED BY A PARTICIPANT AND BENEFICIARY OF A DECEASED
PARTICIPANT.
FURTHERMORE, THE COMPANY, THE PLAN ADMINISTRATOR AND ALL OTHER
PERSONS OR ENTITIES ASSOCIATED WITH THE ADMINISTRATION OF THIS PLAN MAY
REASONABLY RELY ON ALL CONSENTS, ELECTIONS AND DESIGNATIONS FILED WITH THIS PLAN
BY ANY PARTICIPANT, BENEFICIARY OF ANY DECEASED PARTICIPANT, OR THE
REPRESENTATIVES OF SUCH PERSONS, WITHOUT DUTY TO INQUIRE INTO THE GENUINENESS OF
ANY SUCH CONSENT, ELECTION OR DESIGNATION.
NONE OF THE AFOREMENTIONED PERSONS
OR ENTITIES ASSOCIATED WITH THE OPERATION OF THIS PLAN SHALL HAVE ANY DUTY TO
INQUIRE INTO ANY SUCH DATA, AND ALL MAY RELY ON SUCH DATA BEING CURRENT TO THE
DATE OF REFERENCE, IT BEING THE DUTY OF EACH PARTICIPANT AND BENEFICIARY TO
ADVISE THE APPROPRIATE PARTIES OF ANY CHANGE IN SUCH DATA.
8.8
TITLES AND HEADINGS.
THE TITLES AND
HEADINGS OF THE ARTICLES AND SECTIONS IN THIS INSTRUMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND, IN THE EVENT OF ANY CONFLICT, THE TEXT RATHER THAN SUCH
TITLES OR HEADINGS SHALL CONTROL.
8.9
GENDER AND NUMBER.
EXCEPT IF OTHERWISE
CLEARLY INDICATED BY CONTEXT, THE MASCULINE AND THE NEUTER SHALL INCLUDE THE
FEMININE AND THE NEUTER, THE SINGULAR SHALL INCLUDE THE PLURAL, AND VICE-VERSA.
8.10
NOTICES.
ANY NOTICE OR DOCUMENT