ANY OBJECTION WHICH PARTICIPANT MAY HAVE TO THE LAYING OF VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT.
SECTION 5.08
SURVIVAL OF PROVISIONS.
THE OBLIGATIONS CONTAINED IN
THIS ARTICLE V SHALL SURVIVE THE TERMINATION OF PARTICIPANT'S EMPLOYMENT WITH
THE COMPANY OR A SUBSIDIARY AND SHALL BE FULLY ENFORCEABLE THEREAFTER.
ARTICLE VI
THE PLAN ADMINISTRATOR
SECTION 6.01
AUTHORITY AND DUTIES.
IT SHALL BE THE DUTY OF THE PLAN
ADMINISTRATOR, ON THE BASIS OF INFORMATION SUPPLIED TO IT BY THE COMPANY AND THE
COMMITTEE, TO PROPERLY ADMINISTER THE PLAN.
THE PLAN ADMINISTRATOR SHALL HAVE
THE FULL POWER, AUTHORITY AND DISCRETION TO CONSTRUE, INTERPRET AND ADMINISTER
THE PLAN, TO MAKE FACTUAL DETERMINATIONS, TO CORRECT DEFICIENCIES THEREIN, AND
TO SUPPLY OMISSIONS.
ALL DECISIONS, ACTIONS AND INTERPRETATIONS OF THE PLAN
ADMINISTRATOR SHALL BE SUBJECT ONLY TO DETERMINATIONS BY THE NAMED APPEALS
FIDUCIARY (AS DEFINED IN SECTION 9.04), WITH RESPECT TO DENIED CLAIMS FOR
SEVERANCE BENEFITS, AND IN THE EVENT OF ANY JUDICIAL OR ARBITRAL PROCEEDING
SHALL BE SUBJECT TO DE NOVO REVIEW.
THE PLAN ADMINISTRATOR MAY ADOPT SUCH
RULES AND REGULATIONS AND MAY MAKE SUCH DECISIONS AS IT DEEMS NECESSARY OR
DESIRABLE FOR THE PROPER ADMINISTRATION OF THE PLAN.
NOTWITHSTANDING ANYTHING
ELSE HEREIN TO THE CONTRARY, ALL DECISIONS, ACTIONS AND INTERPRETATIONS OF THE
NAMED APPEALS FIDUCIARY SHALL BE SUBJECT TO DE NOVO REVIEW BY THE ARBITRATOR
PURSUANT TO SECTION 9.05 HEREOF.
SECTION 6.02
COMPENSATION OF THE PLAN ADMINISTRATOR.
THE PLAN
ADMINISTRATOR SHALL RECEIVE NO COMPENSATION FOR SERVICES AS SUCH.
HOWEVER, ALL
REASONABLE EXPENSES OF THE PLAN ADMINISTRATOR SHALL BE PAID OR REIMBURSED BY THE
COMPANY UPON PROPER DOCUMENTATION.
THE PLAN ADMINISTRATOR SHALL BE INDEMNIFIED
BY THE COMPANY AGAINST PERSONAL LIABILITY FOR ACTIONS TAKEN IN GOOD FAITH IN THE
DISCHARGE OF THE PLAN ADMINISTRATOR'S DUTIES.
SECTION 6.03
RECORDS, REPORTING AND DISCLOSURE.
THE PLAN
ADMINISTRATOR SHALL KEEP A COPY OF ALL RECORDS RELATING TO THE PAYMENT OF
SEVERANCE BENEFITS TO PARTICIPANTS AND FORMER PARTICIPANTS AND ALL OTHER RECORDS
NECESSARY FOR THE PROPER OPERATION OF THE PLAN.
ALL PLAN RECORDS SHALL BE MADE
AVAILABLE TO THE COMMITTEE, THE COMPANY AND TO
10
EACH PARTICIPANT FOR EXAMINATION DURING BUSINESS HOURS EXCEPT THAT A PARTICIPANT
SHALL EXAMINE ONLY SUCH RECORDS AS PERTAIN EXCLUSIVELY TO THE EXAMINING
PARTICIPANT AND TO THE PLAN.
THE PLAN ADMINISTRATOR SHALL PREPARE AND SHALL
FILE AS REQUIRED BY LAW OR REGULATION ALL REPORTS, FORMS, DOCUMENTS AND OTHER
ITEMS REQUIRED BY ERISA, THE CODE, AND EVERY OTHER RELEVANT STATUTE, EACH AS
AMENDED, AND ALL REGULATIONS THEREUNDER (EXCEPT THAT THE COMPANY, AS PAYOR OF
THE SEVERANCE BENEFITS, SHALL PREPARE AND DISTRIBUTE TO THE PROPER RECIPIENTS
ALL FORMS RELATING TO WITHHOLDING OF INCOME OR WAGE TAXES, SOCIAL SECURITY
TAXES, AND OTHER AMOUNTS THAT MAY BE SIMILARLY REPORTABLE).
ARTICLE VII
AMENDMENT, TERMINATION AND DURATION
SECTION 7.01
AMENDMENT, SUSPENSION AND TERMINATION.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION 7.01, THE BOARD OR THE COMMITTEE OR THE
DELEGEE OF THE BOARD OR THE COMMITTEE SHALL HAVE THE RIGHT, AT ANY TIME AND FROM
TIME TO TIME, TO