BENEFITS HEREUNDER
BY ANY OTHER SEVERANCE BENEFITS, PAY IN LIEU OF NOTICE, OR OTHER SIMILAR
BENEFITS PAYABLE TO THE COVERED EMPLOYEE BY THE COMPANY THAT BECOME PAYABLE IN
CONNECTION WITH A WRITTEN EMPLOYMENT OR SEVERANCE AGREEMENT BETWEEN THE COVERED
EMPLOYEE AND THE COMPANY.
THE COMPANY WILL NOT HAVE THE AUTHORITY TO REDUCE A
COVERED EMPLOYEE'S SEVERANCE BENEFITS, IN WHOLE OR IN PART, BASED UPON ANY
PAYMENT TO THE COVERED EMPLOYEE FOR ANY PERIOD OF TIME WHEN SERVICES TO THE
COMPANY ARE PROVIDED (INCLUDING, WITHOUT LIMITATION, PAYMENT FOLLOWING NOTICE
PURSUANT TO THE WORKER ADJUSTMENT AND RETRAINING NOTIFICATION (THE "WARN ACT")
OR ANY SIMILAR FOREIGN, FEDERAL OR STATE LAW.
5.
VACATION DAYS.
ANY UNUSED VACATION PAY ACCRUED AS OF A COVERED
EMPLOYEE'S DATE OF INVOLUNTARY TERMINATION WILL BE PAID AT THE TIME OF THE
COVERED EMPLOYEE'S TERMINATION OF EMPLOYMENT.
NO COVERED EMPLOYEE MAY USE ANY
ACCRUED BUT UNUSED VACATION PAY TO EXTEND HIS OR HER INVOLUNTARY TERMINATION
DATE OR TO POSTPONE OR DELAY THE START OF HIS OR HER SEVERANCE PERIOD.
6.
WITHHOLDING.
THE COMPANY WILL WITHHOLD FROM ANY SEVERANCE
BENEFIT ALL FEDERAL, STATE, LOCAL AND OTHER TAXES REQUIRED TO BE WITHHELD
THEREFROM AND ANY OTHER REQUIRED PAYROLL DEDUCTIONS.
7.
ADMINISTRATION.
THE COMPANY IS THE ADMINISTRATOR OF THE PLAN
(WITHIN THE MEANING OF SECTION 3(16)(A) OF ERISA).
THE PLAN WILL BE
ADMINISTERED AND INTERPRETED BY THE ADMINISTRATOR (IN HIS OR HER SOLE
DISCRETION).
THE ADMINISTRATOR IS THE "NAMED FIDUCIARY" OF THE PLAN FOR
PURPOSES OF ERISA AND WILL BE SUBJECT TO THE FIDUCIARY STANDARDS OF ERISA WHEN
ACTING IN SUCH CAPACITY.
ANY DECISION MADE OR OTHER ACTION TAKEN BY THE
ADMINISTRATOR WITH RESPECT TO THE PLAN, AND ANY INTERPRETATION BY THE
ADMINISTRATOR OF ANY TERM OR CONDITION OF THE PLAN, OR ANY RELATED DOCUMENT,
WILL BE CONCLUSIVE AND BINDING ON ALL PERSONS AND BE GIVEN THE MAXIMUM POSSIBLE
DEFERENCE ALLOWED BY LAW.
THE ADMINISTRATOR HAS THE AUTHORITY TO ACT FOR THE
COMPANY (IN A NON-FIDUCIARY CAPACITY) AS TO ANY MATTER PERTAINING TO THE PLAN;
PROVIDED, HOWEVER, THAT THIS AUTHORITY DOES NOT APPLY WITH RESPECT TO (A) THE
COMPANY'S POWER TO AMEND OR TERMINATE THE PLAN OR (B) ANY ACTION THAT COULD
REASONABLY BE EXPECTED TO INCREASE SIGNIFICANTLY THE COST OF THE PLAN IS SUBJECT
TO THE PRIOR APPROVAL OF THE SENIOR OFFICER OF THE COMPANY.
THE ADMINISTRATOR
MAY DELEGATE IN WRITING TO ANY OTHER PERSON ALL OR ANY PORTION OF HIS OR HER
AUTHORITY OR RESPONSIBILITY WITH RESPECT TO THE PLAN.
8.
ELIGIBILITY TO PARTICIPATE.
THE ADMINISTRATOR WILL NOT BE
EXCLUDED FROM PARTICIPATING IN THE PLAN IF OTHERWISE ELIGIBLE, BUT HE OR SHE IS
NOT ENTITLED TO ACT OR PASS UPON ANY MATTERS PERTAINING SPECIFICALLY TO HIS OR
HER OWN BENEFIT OR ELIGIBILITY UNDER THE PLAN.
THE ADMINISTRATOR WILL ACT UPON
ANY MATTERS PERTAINING SPECIFICALLY TO THE BENEFIT OR ELIGIBILITY UNDER THE
PLAN.
9.
AMENDMENT OR TERMINATION.
OTHER THAN AS EXPRESSLY PROVIDED BY
SECTION 10, THIS PLAN CANNOT BE AMENDED, ALTERED, SUSPENDED OR TERMINATED IN A
MANNER THAT ADVERSELY AFFECTS A