OFFICER.
IF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT,
OTHER THAN BY REASON OF THE EMPLOYEE'S TOTAL DISABILITY, OCCURS ON OR AFTER THE
DATE OF THE CHANGE OF CONTROL BUT BEFORE THE EMPLOYEE ATTAINS AGE FIFTY-FIVE
(55), THE EMPLOYEE WILL NEVERTHELESS BE ENTITLED TO RECEIVE A BENEFIT PURSUANT
TO SECTION 6(B) UPON ATTAINING AGE FIFTY-FIVE (55), PROVIDED, FIRST, THAT THE
EMPLOYEE'S ACTUAL TIME OF SERVICE SHALL BE USED IN CALCULATING SUCH BENEFIT;
AND, SECOND, THAT IF THE EMPLOYEE DIES BEFORE ATTAINING AGE FIFTY-FIVE (55), THE
EMPLOYEE'S NAMED BENEFICIARY SHALL RECEIVE A DEATH BENEFIT PURSUANT TO SECTIONS
3 OR 4 HEREIN.
14.
EMPLOYMENT AT WILL.
THE EMPLOYEE HEREBY ACKNOWLEDGES THAT HE OR
SHE IS AN EMPLOYEE AT WILL AND THAT NOTHING CONTAINED HEREIN CONSTITUTES ANY
OBLIGATION OR COMMITMENT BY THE EMPLOYER TO CONTINUE THE EMPLOYEE IN THE
EMPLOYER'S EMPLOYMENT.
15.
RELEASE.
AS A CONDITION TO QUALIFYING FOR ANY OF THE BENEFIT
PAYMENTS PROVIDED FOR HEREUNDER, THE EMPLOYEE AT THE TERMINATION OF HIS OR HER
EMPLOYMENT AND PRIOR TO RECEIVING ANY PAYMENTS UNDER THIS AGREEMENT, AGREES TO
EXECUTE A GENERAL RELEASE AGREEMENT RELEASING THE EMPLOYER AND ITS DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS FROM ANY AND ALL CLAIMS OR ACTIONS OF ANY KIND HE
OR SHE MAY HAVE AGAINST IT AND THEM ARISING OUT OF THE EMPLOYEE'S EMPLOYMENT
WITH THE EMPLOYER.
16.
ADDITIONAL CONSIDERATIONS.
A.
NEITHER THE EMPLOYEE, HIS OR HER BENEFICIARY, NOR ANY OTHER PERSON
CLAIMING THROUGH OR UNDER HIM OR HER SHALL HAVE ANY RIGHT TO COMMUTE, ENCUMBER,
OR
8
DISPOSE OF THE RIGHT TO RECEIVE PAYMENTS HEREUNDER, ALL OF WHICH PAYMENTS AND
THE RIGHT THERETO ARE EXPRESSLY DECLARED TO BE NONASSIGNABLE.
IN THE EVENT OF
ANY ATTEMPTED ASSIGNMENT OR OTHER DISPOSITION, ALL BENEFITS HEREUNDER ARE
FORFEITED AND EMPLOYER SHALL HAVE NO FURTHER LIABILITY TO EMPLOYEE HEREUNDER.
THIS PARAGRAPH SHALL NOT, HOWEVER, RESTRICT A BENEFICIARY'S EXERCISE OF A POWER
OF APPOINTMENT CONFERRED UPON SUCH BENEFICIARY BY THE EMPLOYEE'S BENEFICIARY
DESIGNATION.
B.
THIS AGREEMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF
ANY SUCCESSOR OF
, INCLUDING, BUT NOT LIMITED TO, ANY PERSON,
FIRM, CORPORATION OR OTHER BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY MERGER,
PURCHASE, OR OTHERWISE ACQUIRES ALL OR SUBSTANTIALLY ALL OF THE ASSETS OR
BUSINESS OF
, AND UPON THE EMPLOYEE AND ANY OTHER PERSON CLAIMING
THROUGH OR UNDER THE EMPLOYEE.
C.
SHALL HAVE THE DISCRETIONARY AUTHORITY AND POWER
TO MAKE ALL DETERMINATIONS AS TO THE RIGHTS TO BENEFITS UNDER THIS AGREEMENT.
ANY DECISION BY
DENYING A CLAIM BY THE EMPLOYEE AND ANY OTHER
PERSON CLAIMING THROUGH OR UNDER THE EMPLOYEE FOR BENEFITS UNDER THIS AGREEMENT
SHALL BE STATED IN WRITING AND DELIVERED OR MAILED TO THE EMPLOYEE OR SUCH OTHER
PERSON.
SUCH DECISION SHALL SET FORTH THE SPECIFIC REASONS FOR THE DENIAL,
WRITTEN TO THE BEST OF
'S ABILITY IN A MANNER THAT MAY BE
UNDERSTOOD WITHOUT LEGAL OR ACTUARIAL COUNSEL.
IN ADDITION,
SHALL AFFORD A REASONABLE OPPORTUNITY TO THE EMPLOYEE OR SUCH OTHER PERSON FOR A
FULL AND FAIR REVIEW OF THE DECISION DENYING SUCH