OMITTED.
10.6.
GOVERNING LAW.
EXCEPT TO THE EXTENT PREEMPTED BY FEDERAL LAW, THE
PROVISIONS OF THE PLAN SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF DELAWARE.
10.7.
RELATIONSHIP TO OTHER PLANS.
THE PLAN IS INTENDED TO SERVE THE
PURPOSES OF AND TO BE CONSISTENT WITH ANY INCENTIVE COMPENSATION PLAN APPROVED
BY THE COMMITTEE FOR PURPOSES OF THE PLAN.
10.8.
SUCCESSORS.
THE COMPANY SHALL REQUIRE ANY SUCCESSOR (WHETHER
DIRECT OR INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR
OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY EXPRESSLY TO ASSUME THIS PLAN.
THIS PLAN SHALL BE BINDING UPON AND
INURE TO THE BENEFIT OF THE COMPANY AND ANY SUCCESSOR OF OR TO THE COMPANY,
INCLUDING WITHOUT LIMITATION ANY PERSONS ACQUIRING DIRECTLY OR INDIRECTLY ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE COMPANY WHETHER BY SALE,
MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE (AND SUCH SUCCESSOR SHALL
THEREAFTER BE DEEMED THE "COMPANY" FOR THE PURPOSES OF THIS PLAN), AND THE
HEIRS, BENEFICIARIES, EXECUTORS AND ADMINISTRATORS OF EACH PARTICIPANT.
10.9.
WITHHOLDING OF TAXES.
SUBJECT TO SECTION 7.7 HEREOF, TO THE EXTENT
REQUIRED BY THE LAW IN EFFECT AT THE TIME PAYMENTS ARE MADE, THE AFFILIATED
GROUP MAY WITHHOLD OR CAUSE TO BE WITHHELD FROM ANY AMOUNTS DEFERRED OR PAYABLE
UNDER THE PLAN ALL FEDERAL, STATE, LOCAL AND OTHER TAXES AS SHALL BE LEGALLY
REQUIRED.
THE AFFILIATED GROUP SHALL HAVE THE RIGHT IN ITS SOLE DISCRETION TO
(I) REQUIRE A PARTICIPANT TO PAY OR PROVIDE FOR PAYMENT OF THE AMOUNT OF ANY
TAXES THAT THE AFFILIATED GROUP MAY BE REQUIRED TO WITHHOLD WITH RESPECT TO
AMOUNTS THAT THE COMPANY CREDITS TO A PARTICIPANT'S ACCOUNT OR (II) DEDUCT FROM
ANY AMOUNT OF SALARY, BONUS, INCENTIVE COMPENSATION OR OTHER PAYMENT OTHERWISE
PAYABLE IN CASH TO THE PARTICIPANT THE AMOUNT OF ANY TAXES THAT THE COMPANY MAY
BE REQUIRED TO WITHHOLD WITH RESPECT TO AMOUNTS THAT THE COMPANY CREDITS TO A
PARTICIPANT'S ACCOUNT.
10.10.
ELECTRONIC OR OTHER MEDIA.
NOTWITHSTANDING ANY OTHER PROVISION OF THE
PLAN TO THE CONTRARY, INCLUDING ANY PROVISION THAT REQUIRES THE USE OF A WRITTEN
INSTRUMENT, THE COMMITTEE MAY ESTABLISH PROCEDURES FOR THE USE OF ELECTRONIC OR
OTHER MEDIA IN COMMUNICATIONS AND TRANSACTIONS BETWEEN THE PLAN OR THE COMMITTEE
AND PARTICIPANTS AND BENEFICIARIES.
ELECTRONIC OR OTHER MEDIA MAY INCLUDE, BUT
ARE NOT LIMITED TO, E-MAIL, THE INTERNET, INTRANET SYSTEMS AND AUTOMATED
TELEPHONIC RESPONSE SYSTEMS.
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10.11.
HEADINGS; INTERPRETATION.
HEADINGS IN THIS PLAN ARE INSERTED FOR
CONVENIENCE OF REFERENCE ONLY AND ARE NOT TO BE CONSIDERED IN THE CONSTRUCTION
OF THE PROVISIONS HEREOF.
UNLESS THE CONTEXT CLEARLY REQUIRES OTHERWISE, THE
MASCULINE PRONOUN WHEREVER USED HEREIN SHALL BE CONSTRUED TO INCLUDE THE
FEMININE PRONOUN.
10.12.
PARTICIPANTS DEEMED TO ACCEPT PLAN.
BY ACCEPTING ANY BENEFIT UNDER
THE PLAN, EACH PARTICIPANT AND EACH PERSON CLAIMING UNDER OR THROUGH ANY SUCH
PARTICIPANT SHALL BE CONCLUSIVELY DEEMED TO HAVE INDICATED HIS ACCEPTANCE AND
RATIFICATION OF, AND CONSENT TO, ALL OF THE TERMS AND CONDITIONS OF THE PLAN AND