APPLICABLE), OVER (B) THE AGGREGATE EXERCISE PRICE OR STRIKE PRICE (IN THE
CASE OF AN OPTION OR SAR, RESPECTIVELY) OR ANY AMOUNT PAYABLE AS A CONDITION OF
DELIVERY OF COMMON SHARES (IN THE
23
CASE OF ANY OTHER AWARD).
SUCH AMOUNT SHALL BE DELIVERED TO THE PARTICIPANT AS
SOON AS PRACTICABLE FOLLOWING THE CANCELLATION OF SUCH AWARD OR PORTION THEREOF.
(J)
PAYMENTS TO PERSONS OTHER THAN
PARTICIPANTS.
IF THE COMMITTEE SHALL FIND THAT ANY PERSON TO WHOM ANY AMOUNT IS
PAYABLE UNDER THE PLAN IS UNABLE TO CARE FOR HIS AFFAIRS BECAUSE OF ILLNESS OR
ACCIDENT, OR IS A MINOR, OR HAS DIED, THEN ANY PAYMENT DUE TO SUCH PERSON OR HIS
ESTATE (UNLESS A PRIOR CLAIM THEREFOR HAS BEEN MADE BY A DULY APPOINTED LEGAL
REPRESENTATIVE) MAY, IF THE COMMITTEE SO DIRECTS THE COMPANY, BE PAID TO HIS
SPOUSE, CHILD, RELATIVE, AN INSTITUTION MAINTAINING OR HAVING CUSTODY OF SUCH
PERSON, OR ANY OTHER PERSON DEEMED BY THE COMMITTEE TO BE A PROPER RECIPIENT ON
BEHALF OF SUCH PERSON OTHERWISE ENTITLED TO PAYMENT.
ANY SUCH PAYMENT SHALL BE
A COMPLETE DISCHARGE OF THE LIABILITY OF THE COMMITTEE AND THE COMPANY THEREFOR.
(K)
NONEXCLUSIVITY OF THE PLAN.
NEITHER THE
ADOPTION OF THIS PLAN BY THE BOARD NOR THE SUBMISSION OF THIS PLAN TO THE
SHAREHOLDERS OF THE COMPANY FOR APPROVAL SHALL BE CONSTRUED AS CREATING ANY
LIMITATIONS ON THE POWER OF THE BOARD TO ADOPT SUCH OTHER INCENTIVE ARRANGEMENTS
AS IT MAY DEEM DESIRABLE, INCLUDING, WITHOUT LIMITATION, THE GRANTING OF STOCK
OPTIONS OR OTHER EQUITY-BASED AWARDS OTHERWISE THAN UNDER THIS PLAN, AND SUCH
ARRANGEMENTS MAY BE EITHER APPLICABLE GENERALLY OR ONLY IN SPECIFIC CASES.
(L)
NO TRUST OR FUND CREATED.
NEITHER THE
PLAN NOR ANY AWARD SHALL CREATE OR BE CONSTRUED TO CREATE A TRUST OR SEPARATE
FUND OF ANY KIND OR A FIDUCIARY RELATIONSHIP BETWEEN THE COMPANY OR ANY
AFFILIATE, ON THE ONE HAND, AND A PARTICIPANT OR OTHER PERSON OR ENTITY, ON THE
OTHER HAND.
NO PROVISION OF THE PLAN OR ANY AWARD SHALL REQUIRE THE COMPANY,
FOR THE PURPOSE OF SATISFYING ANY OBLIGATIONS UNDER THE PLAN, TO PURCHASE ASSETS
OR PLACE ANY ASSETS IN A TRUST OR OTHER ENTITY TO WHICH CONTRIBUTIONS ARE MADE
OR OTHERWISE TO SEGREGATE ANY ASSETS, NOR SHALL THE COMPANY MAINTAIN SEPARATE
BANK ACCOUNTS, BOOKS, RECORDS OR OTHER EVIDENCE OF THE EXISTENCE OF A SEGREGATED
OR SEPARATELY MAINTAINED OR ADMINISTERED FUND FOR SUCH PURPOSES.
PARTICIPANTS
SHALL HAVE NO RIGHTS UNDER THE PLAN OTHER THAN AS UNSECURED GENERAL CREDITORS OF
THE COMPANY, EXCEPT THAT INSOFAR AS THEY MAY HAVE BECOME ENTITLED TO PAYMENT OF
ADDITIONAL COMPENSATION BY PERFORMANCE OF SERVICES, THEY SHALL HAVE THE SAME
RIGHTS AS OTHER EMPLOYEES UNDER GENERAL LAW.
(M)
RELIANCE ON REPORTS.
EACH MEMBER OF THE
COMMITTEE AND EACH MEMBER OF THE BOARD SHALL BE FULLY JUSTIFIED IN ACTING OR
FAILING TO ACT, AS THE CASE MAY BE, AND SHALL NOT BE LIABLE FOR HAVING SO ACTED
OR FAILED TO ACT IN GOOD FAITH, IN RELIANCE UPON ANY REPORT MADE