OR VESTED OR EARNED BUT DEFERRED
COMPENSATION, RETENTION BONUSES, RIGHTS, OPTIONS OR OTHER BENEFITS WHICH MAY BE
OWED TO A PARTICIPANT UPON OR FOLLOWING TERMINATION, INCLUDING BUT NOT LIMITED
TO ACCRUED PAID TIME OFF, AMOUNTS OR BENEFITS PAYABLE UNDER ANY BONUS OR OTHER
COMPENSATION PLANS, STOCK OPTION PLAN, STOCK OWNERSHIP PLAN, STOCK PURCHASE
PLAN, LIFE INSURANCE PLAN, HEALTH PLAN, DISABILITY PLAN OR SIMILAR OR SUCCESSOR
PLAN.
NOTWITHSTANDING THE FOREGOING, IF THE PARTICIPANT RECEIVES PAYMENTS AND
BENEFITS PURSUANT TO SECTION 4(A) OF THIS PLAN, THE PARTICIPANT SHALL NOT BE
ENTITLED TO ANY SEVERANCE PAY OR BENEFITS UNDER ANY SEVERANCE PLAN, PROGRAM OR
POLICY OF THE COMPANY AND THE AFFILIATED COMPANIES, UNLESS OTHERWISE
SPECIFICALLY PROVIDED THEREIN IN A SPECIFIC REFERENCE TO THIS PLAN.
7.
CONTROLLING LAW.
THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE, WITHOUT REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
8.
AMENDMENTS; TERMINATION.
THE COMPANY
RESERVES THE RIGHT TO AMEND, MODIFY, SUSPEND OR TERMINATE THE PLAN HEREUNDER AT
ANY TIME BY ACTION OF A MAJORITY OF THE COMMITTEE; PROVIDED THAT NO SUCH
AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION THAT HAS THE EFFECT OF
REDUCING OR DIMINISHING THE RIGHTS OF ANY PARTICIPANT SHALL BE EFFECTIVE UNTIL
THE APPLICABLE CUTBACK EFFECTIVE DATE (AS DEFINED IN THE NEXT SENTENCE), EXCEPT
MODIFICATIONS TO COMPLY WITH LEGAL REQUIREMENTS, INCLUDING, WITHOUT LIMITATION
SECTION 409A OF THE INTERNAL REVENUE CODE.
INITIALLY, THE CUTBACK EFFECTIVE
DATE SHALL BE DECEMBER 31, 2010; PROVIDED THAT COMMENCING ON DECEMBER 31, 2009,
AND ON EACH ANNUAL ANNIVERSARY THEREOF (EACH OF DECEMBER 31, 2009 AND EACH
ANNUAL ANNIVERSARY THEREOF SHALL BE HEREINAFTER REFERRED TO AS THE "RENEWAL
DATE"), THE CUTBACK EFFECTIVE DATE SHALL BE EXTENDED UNTIL THE SECOND
ANNIVERSARY OF SUCH RENEWAL DATE, UNLESS AT LEAST 60 DAYS PRIOR TO SUCH RENEWAL
DATE, THE COMPANY SHALL HAVE GIVEN NOTICE TO THE PARTICIPANTS THAT THE CUTBACK
EFFECTIVE DATE WILL NOT BE SO RENEWED.
9.
ASSIGNMENT.
THE COMPANY SHALL REQUIRE
ANY CORPORATION, ENTITY, INDIVIDUAL OR OTHER PERSON WHO IS THE SUCCESSOR
(WHETHER DIRECT OR INDIRECT BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION
OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL THE BUSINESS AND/OR ASSETS OF THE
COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM, BY A WRITTEN AGREEMENT IN FORM
AND IN SUBSTANCE SATISFACTORY TO THE COMPANY, ALL OF THE OBLIGATIONS OF THE
COMPANY UNDER THIS PLAN.
AS USED IN THIS PLAN, THE TERM "COMPANY" SHALL MEAN
THE COMPANY AS HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR
ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS PLAN BY OPERATION
OF LAW, WRITTEN AGREEMENT OR OTHERWISE.
IT IS A CONDITION OF THIS PLAN, AND ALL
RIGHTS OF EACH PERSON ELIGIBLE TO RECEIVE BENEFITS UNDER THIS PLAN SHALL BE
SUBJECT HERETO, THAT NO RIGHT OR INTEREST OF ANY SUCH PERSON IN THIS PLAN SHALL
BE ASSIGNABLE OR TRANSFERABLE IN WHOLE OR IN PART, EXCEPT BY OPERATION OF LAW,
INCLUDING, BUT NOT BY WAY OF LIMITATION, LAWFUL EXECUTION, LEVY, GARNISHMENT,
ATTACHMENT, PLEDGE, BANKRUPTCY, ALIMONY, CHILD SUPPORT OR QUALIFIED DOMESTIC