ACCORDANCE WITH THE PLAN SOLELY BY SUCH MEMBER
TO THE EXTENT ATTRIBUTABLE TO BASE SALARY OR INCENTIVE COMPENSATION THAT WOULD
HAVE BEEN PAID BY SUCH PARTICIPATING MEMBER IN THE ABSENCE OF DEFERRAL PURSUANT
TO THE PLAN, UNLESS THE BOARD OTHERWISE DETERMINES THAT THE COMPANY SHALL BE THE
OBLIGOR.
10.3.
INTEREST OF PARTICIPANT.
(A)
THE OBLIGATION OF THE COMPANY AND ANY OTHER PARTICIPATING
MEMBER OF THE AFFILIATED GROUP UNDER THE PLAN TO MAKE PAYMENT OF AMOUNTS
REFLECTED IN AN ACCOUNT MERELY CONSTITUTES THE UNSECURED PROMISE OF THE COMPANY
(OR, IF APPLICABLE, THE PARTICIPATING MEMBERS OF THE AFFILIATED GROUP) TO MAKE
PAYMENTS FROM THEIR GENERAL ASSETS AND NO PARTICIPANT OR BENEFICIARY SHALL HAVE
ANY INTEREST IN, OR A LIEN OR PRIOR CLAIM UPON, ANY PROPERTY OF THE AFFILIATED
GROUP.
NOTHING IN THE PLAN SHALL BE CONSTRUED AS GUARANTEEING FUTURE EMPLOYMENT
TO ELIGIBLE EMPLOYEES.
IT IS THE INTENTION OF THE AFFILIATED GROUP THAT THE
PLAN BE UNFUNDED FOR TAX PURPOSES AND FOR PURPOSES OF TITLE I OF ERISA.
THE
COMPANY MAY CREATE A TRUST TO HOLD FUNDS TO BE USED IN PAYMENT OF ITS AND THE
AFFILIATED GROUP'S OBLIGATIONS UNDER THE PLAN, AND MAY FUND SUCH TRUST;
PROVIDED, HOWEVER, THAT ANY FUNDS CONTAINED THEREIN SHALL REMAIN LIABLE FOR THE
CLAIMS OF THE GENERAL CREDITORS OF THE COMPANY AND THE OTHER PARTICIPATING
MEMBERS OF THE AFFILIATED GROUP.
21
(B)
IN THE EVENT THAT, IN THE SOLE DISCRETION OF THE COMMITTEE,
THE COMPANY AND/OR THE OTHER MEMBERS OF THE AFFILIATED GROUP PURCHASES AN
INSURANCE POLICY OR POLICIES INSURING THE LIFE OF ANY PARTICIPANT (OR ANY OTHER
PROPERTY) TO ALLOW THE COMPANY AND/OR THE OTHER MEMBERS OF THE AFFILIATED GROUP
TO RECOVER THE COST OF PROVIDING THE BENEFITS, IN WHOLE OR IN PART, HEREUNDER,
NEITHER THE PARTICIPANTS NOR THEIR BENEFICIARIES OR OTHER DISTRIBUTEES SHALL
HAVE NOR ACQUIRE ANY RIGHTS WHATSOEVER THEREIN OR IN THE PROCEEDS THEREFROM.
THE COMPANY AND/OR THE OTHER MEMBERS OF THE AFFILIATED GROUP SHALL BE THE SOLE
OWNER AND BENEFICIARY OF ANY SUCH POLICY OR POLICIES AND, AS SUCH, SHALL POSSESS
AND MAY EXERCISE ALL INCIDENTS OF OWNERSHIP THEREIN.
A PARTICIPANT'S
PARTICIPATION IN THE UNDERWRITING OR OTHER STEPS NECESSARY TO ACQUIRE SUCH
POLICY OR POLICIES MAY BE REQUIRED BY THE COMPANY AND, IF REQUIRED, SHALL NOT BE
A SUGGESTION OF ANY BENEFICIAL INTEREST IN SUCH POLICY OR POLICIES TO SUCH
PARTICIPANT OR ANY OTHER PERSON.
10.4.
CLAIMS OF OTHER PERSONS.
THE PROVISIONS OF THE PLAN SHALL IN NO
EVENT BE CONSTRUED AS GIVING ANY OTHER PERSON, FIRM OR CORPORATION ANY LEGAL OR
EQUITABLE RIGHT AS AGAINST THE AFFILIATED GROUP OR THE OFFICERS, EMPLOYEES OR
DIRECTORS OF THE AFFILIATED GROUP, EXCEPT ANY SUCH RIGHTS AS ARE SPECIFICALLY
PROVIDED FOR IN THE PLAN OR ARE HEREAFTER CREATED IN ACCORDANCE WITH THE TERMS
AND PROVISIONS OF THE PLAN.
10.5.
SEVERABILITY.
THE INVALIDITY AND UNENFORCEABILITY OF ANY
PARTICULAR PROVISION OF THE PLAN SHALL NOT AFFECT ANY OTHER PROVISION HEREOF,
AND THE PLAN SHALL BE CONSTRUED IN ALL RESPECTS AS IF SUCH INVALID OR
UNENFORCEABLE PROVISION WERE