PROVISION OF THIS PLAN NOT
EXPRESSLY SUBJECT TO SUCH ORDER.
(B)
A PARTICIPANT WILL NOT BE OBLIGATED TO SEEK OTHER EMPLOYMENT IN
MITIGATION OF THE SEVERANCE BENEFITS THE COMPANY IS REQUIRED TO PROVIDE UNDER
THIS PLAN, AND THE OBTAINING OF ANY SUCH OTHER EMPLOYMENT WILL IN NO EVENT
EFFECT ANY REDUCTION OF THE COMPANY'S OBLIGATIONS TO PROVIDE SEVERANCE BENEFITS
UNDER THIS PLAN.
8.2
LEGAL FEES AND EXPENSES.
THE COMPANY WILL PAY ALL REASONABLE
LEGAL FEES, COSTS OF LITIGATION, PREJUDGMENT INTEREST AND OTHER EXPENSES THAT
ARE INCURRED IN GOOD FAITH BY A PARTICIPANT AS A RESULT OF (A) THE COMPANY'S
REFUSAL TO PROVIDE THE SEVERANCE BENEFITS TO WHICH THE PARTICIPANT BECOMES
ENTITLED UNDER THIS PLAN, (B) THE COMPANY (OR ANY THIRD PARTY) CONTESTING THE
VALIDITY, ENFORCEABILITY OR INTERPRETATION OF THIS PLAN OR (C) ANY CONFLICT
BETWEEN THE PARTICIPANT AND THE COMPANY PERTAINING TO THIS PLAN; PROVIDED,
HOWEVER, THAT IF A COURT DETERMINES THAT THE PARTICIPANT'S CLAIMS WERE BROUGHT
WITHOUT A REASONABLE BELIEF IN THE MERITS OF SUCH CLAIMS, THE COMPANY WILL HAVE
NO OBLIGATIONS UNDER THIS SECTION 8.2.
SECTION 9.
SUCCESSORS
9.1
SUCCESSORS TO THE COMPANY.
THE COMPANY WILL REQUIRE ANY SUCCESSOR
TO THE COMPANY (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, REORGANIZATION,
CONSOLIDATION, ACQUISITION OF PROPERTY OR STOCK, LIQUIDATION OR OTHERWISE) TO
EXPRESSLY ASSUME AND AGREE TO PERFORM THIS PLAN IN THE SAME MANNER AND TO THE
SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IF NO SUCH SUCCESSION
HAD TAKEN PLACE.
REGARDLESS OF WHETHER SUCH AN AGREEMENT TO SUCH EXPRESS
ASSUMPTION IS OBTAINED, THIS PLAN WILL BE BINDING UPON ANY SUCCESSOR IN
ACCORDANCE WITH THE OPERATION OF LAW, AND SUCH SUCCESSOR WILL BE DEEMED TO BE
THE "COMPANY" FOR PURPOSES OF THIS PLAN.
9.2
ASSIGNMENT BY THE PARTICIPANT.
THIS PLAN WILL INURE TO THE
BENEFIT OF AND BE ENFORCEABLE BY THE PARTICIPANT'S PERSONAL OR LEGAL
REPRESENTATIVES OR DESIGNATED BENEFICIARIES.
IF THE PARTICIPANT DIES WHILE ANY
AMOUNT WOULD STILL BE PAYABLE TO SUCH PARTICIPANT HAD HE OR SHE CONTINUED TO
LIVE, ALL SUCH AMOUNTS WILL BE PAID IN ACCORDANCE WITH THE TERMS OF THIS PLAN TO
SUCH PARTICIPANT'S DESIGNATED (OR, IF THERE ARE NO SUCH DESIGNATED
BENEFICIARIES, TO THE PARTICIPANT'S ESTATE).
SECTION 10.
MISCELLANEOUS
10.1
ADMINISTRATION AND COMMITTEE POWERS.
THIS PLAN WILL BE
ADMINISTERED BY THE COMMITTEE.
THE COMMITTEE WILL HAVE FULL POWER, DISCRETION
AND AUTHORITY TO INTERPRET AND CONSTRUE THIS PLAN, AND THE COMMITTEE'S
INTERPRETATION AND CONSTRUCTION OF THIS PLAN WILL BE CONCLUSIVE AND BINDING ON
THE PARTICIPANTS, THE COMPANY AND ALL OTHER PERSONS.
10.2
EMPLOYMENT STATUS.
THIS PLAN IS NOT, AND NOTHING HEREIN WILL BE
DEEMED TO CREATE, AN EMPLOYMENT CONTRACT BETWEEN THE PARTICIPANT AND THE
COMPANY.
THE COMPANY MAY AT ANY TIME CHANGE ANY PARTICIPANT'S COMPENSATION,
TITLE, EMPLOYMENT RESPONSIBILITIES, JOB LOCATION AND ANY OTHER ASPECT OF THE
COMPANY'S EMPLOYMENT RELATIONSHIP WITH SUCH PARTICIPANT, OR TERMINATE SUCH
PARTICIPANT'S EMPLOYMENT PRIOR TO A CHANGE IN CONTROL (SUBJECT TO SUCH
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TERMINATION BEING DETERMINED TO BE A PRE-CHANGE IN CONTROL QUALIFYING
TERMINATION PURSUANT TO SECTION 3.1(B)).
10.3