any Payment Election, the aggregate amount
credited to a Participant's Account shall be paid in one lump-sum payment as
soon as practicable following a Distribution Change in Control, but in no event
later than 90 days after such Distribution Change in Control.
SECTION 6.
ADMINISTRATION.
(A)
ADMINISTRATION. THE ADMINISTRATOR SHALL HAVE THE AUTHORITY TO ADMINISTER
AND TO INTERPRET THE PLAN.
(B)
RESPONSIBILITIES AND POWERS OF THE ADMINISTRATOR. IN ADMINISTERING THE
PLAN, THE ADMINISTRATOR SHALL HAVE THE FOLLOWING RESPONSIBILITIES:
(1)
TO ADMINISTER THE PLAN IN ACCORDANCE WITH THE TERMS HEREOF, AND TO
EXERCISE ALL POWERS SPECIFICALLY CONFERRED UPON THE ADMINISTRATOR HEREBY OR
NECESSARY TO CARRY OUT THE PROVISIONS HEREOF;
(2)
TO CONSTRUE THIS PLAN, WHICH CONSTRUCTION SHALL BE CONCLUSIVE,
CORRECT ANY DEFECTS, SUPPLY OMISSIONS, AND RECONCILE INCONSISTENCIES TO THE
EXTENT NECESSARY TO EFFECTUATE THE PLAN;
(3)
TO DETERMINE IN HIS OR HER SOLE DISCRETION THE AMOUNT OF BENEFITS
PAYABLE TO PARTICIPANTS UNDER THE PLAN.
ANY INTERPRETATION OR DETERMINATION
MADE BY THE PLAN ADMINISTRATOR PURSUANT TO ITS DISCRETIONARY AUTHORITY SHALL BE
FINAL AND BINDING ON THE COMPANY, ANY PARTICIPANT, AND ANY OTHER AFFECTED PARTY;
AND
(4)
TO KEEP ALL RECORDS RELATING TO PARTICIPANTS AND SUCH OTHER
RECORDS AS ARE NECESSARY FOR PROPER OPERATION OF THE PLAN.
(C)
ACTIONS OF THE ADMINISTRATOR. IN CARRYING OUT THE RESPONSIBILITIES SET
FORTH IN SECTION 6(B):
(1)
THE ADMINISTRATOR MAY ADOPT RULES AND REGULATIONS NECESSARY FOR
THE ADMINISTRATION OF THE PLAN WHICH ARE CONSISTENT WITH THE PROVISIONS HEREOF.
(2)
ALL ACTS AND DECISIONS OF THE ADMINISTRATOR SHALL APPLY UNIFORMLY
TO ALL PARTICIPANTS IN LIKE CIRCUMSTANCES.
WRITTEN RECORDS SHALL BE KEPT OF ALL
ACTS AND DECISIONS.
12
(3)
THE ADMINISTRATOR MAY DELEGATE, IN WRITING, ANY OF HIS OR HER
RESPONSIBILITIES AND POWERS WITH RESPECT TO THE PLAN TO ANOTHER INDIVIDUAL OR
INDIVIDUALS.
(D)
PROFESSIONAL ASSISTANCE.
THE ADMINISTRATOR SHALL HAVE THE RIGHT TO HIRE,
AT THE EXPENSE OF THE COMPANY, SUCH PROFESSIONAL ASSISTANTS AND CONSULTANTS AS
HE OR SHE, IN HIS OR HER SOLE DISCRETION, DEEMS NECESSARY OR ADVISABLE,
INCLUDING BUT NOT LIMITED TO ACCOUNTANTS, ACTUARIES, CONSULTANTS, COUNSEL AND
SUCH CLERICAL ASSISTANCE AS IS NECESSARY FOR PROPER DISCHARGE OF HIS OR HER
DUTIES HEREUNDER.
SECTION 7.
MISCELLANEOUS.
(A)
BENEFITS PAYABLE BY THE COMPANY. ALL BENEFITS PAYABLE UNDER THIS PLAN
CONSTITUTE AN UNFUNDED OBLIGATION OF THE COMPANY. PAYMENTS SHALL BE MADE, AS
DUE, FROM THE GENERAL FUNDS OF THE COMPANY OR, IN THE CASE OF SHARE PAYMENTS,
FROM NEWLY ISSUED SHARES, SHARES PURCHASED IN THE MARKET, TREASURY SHARES OR
OTHERWISE. THE COMPANY MAY, AT ITS OPTION, MAINTAIN ONE OR MORE BOOKKEEPING
RESERVE ACCOUNTS TO REFLECT ITS OBLIGATIONS UNDER THE PLAN AND MAY MAKE SUCH
INVESTMENTS AS IT MAY DEEM DESIRABLE TO ASSIST IT IN MEETING ITS OBLIGATIONS.
ANY SUCH INVESTMENTS SHALL BE ASSETS OF THE COMPANY SUBJECT TO THE CLAIMS OF ITS
GENERAL CREDITORS. NO PERSON ELIGIBLE FOR A BENEFIT UNDER THIS PLAN SHALL HAVE
ANY RIGHT, TITLE TO, OR INTEREST IN ANY SUCH INVESTMENTS.
NOTHING CONTAINED IN
THIS SECTION 7(A) SHALL LIMIT THE ABILITY OF THE COMPANY TO