REASON OF ANY ACCRUED BUT UNPAID INCENTIVE
UNIT. THE INTERESTS OF EACH EMPLOYEE HEREUNDER ARE UNSECURED AND SHALL BE
SUBJECT TO THE GENERAL CREDITORS OF THE CORPORATION AND THE APPLICABLE
SUBSIDIARIES.
(E)
OTHER INCENTIVE PLANS. THE ADOPTION OF THE PLAN DOES NOT PRECLUDE
THE ADOPTION BY APPROPRIATE MEANS OF ANY OTHER INCENTIVE PLAN FOR EMPLOYEES OF
THE CORPORATION OR ANY SUBSIDIARY.
(F)
PLURALS AND GENDER. WHERE APPEARING IN THIS PLAN, MASCULINE
GENDER SHALL INCLUDE THE FEMININE AND NEUTER GENDERS, AND THE SINGULAR SHALL
INCLUDE THE PLURAL, AND VICE VERSA, UNLESS THE CONTEXT CLEARLY INDICATES A
DIFFERENT MEANING.
(G)
HEADINGS. THE HEADINGS AND SUB-HEADINGS IN THIS PLAN ARE INSERTED
FOR THE CONVENIENCE OF REFERENCE ONLY AND ARE TO BE IGNORED IN ANY CONSTRUCTION
OF THE PROVISIONS HEREOF.
(H)
SEVERABILITY. IN CASE ANY PROVISION OF THIS PLAN SHALL BE HELD
ILLEGAL OR VOID, SUCH ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE REMAINING
PROVISIONS OF THIS PLAN, BUT SHALL BE FULLY SEVERABLE, AND THE PLAN SHALL BE
CONSTRUED AND ENFORCED AS IF SAID ILLEGAL OR INVALID PROVISIONS HAD NEVER BEEN
INSERTED HEREIN.
(I)
LIMITATIONS ON LIABILITY. NEITHER THE CORPORATION NOR ANY
SUBSIDIARY SHALL BE RESPONSIBLE IN ANY WAY FOR ANY ACTION OR OMISSION OF THE
BOARD, THE COMMITTEE, OR ANY OTHER FIDUCIARIES IN THE PERFORMANCE OF THEIR
DUTIES AND OBLIGATIONS AS SET FORTH IN THIS PLAN. FURTHERMORE, NEITHER THE
CORPORATION NOR ANY SUBSIDIARY SHALL BE RESPONSIBLE FOR ANY ACT OR OMISSION OF
ANY OF THEIR AGENTS, OR WITH RESPECT TO RELIANCE UPON ADVICE OF THEIR COUNSEL,
PROVIDED THAT THE CORPORATION AND/OR THE APPROPRIATE SUBSIDIARY RELIED IN GOOD
FAITH UPON THE ACTION OF SUCH AGENT OR THE ADVICE OF SUCH COUNSEL. NEITHER THE
CORPORATION, ANY SUBSIDIARY, THE BOARD, THE COMMITTEE, NOR ANY AGENTS,
EMPLOYEES, OFFICERS, DIRECTORS OR STOCKHOLDERS OF ANY OF THEM, NOR ANY OTHER
PERSON, SHALL HAVE ANY LIABILITY OR RESPONSIBILITY WITH RESPECT TO THIS PLAN,
EXCEPT AS EXPRESSLY PROVIDED HEREIN.
(J)
INCAPACITY. IF THE COMMITTEE SHALL RECEIVE EVIDENCE SATISFACTORY
TO IT THAT A PERSON ENTITLED TO RECEIVE PAYMENT OF, OR EXERCISE, ANY INCENTIVE
UNIT IS, AT THE TIME WHEN SUCH BENEFIT BECOMES PAYABLE, A MINOR, OR IS
PHYSICALLY OR MENTALLY INCOMPETENT TO RECEIVE SUCH INCENTIVE UNIT AND TO GIVE A
VALID RELEASE THEREOF, AND THAT ANOTHER PERSON OR AN INSTITUTION IS THEN
MAINTAINING OR HAS CUSTODY OF SUCH PERSON AND THAT NO GUARDIAN, COMMITTEE OR
OTHER REPRESENTATIVE OF THE ESTATE OF SUCH PERSON SHALL HAVE BEEN DULY
APPOINTED, THE COMMITTEE MAY MAKE PAYMENT OF SUCH INCENTIVE UNIT OTHERWISE
PAYABLE TO
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SUCH PERSON TO SUCH OTHER PERSON OR INSTITUTION, INCLUDING A CUSTODIAN UNDER A
UNIFORM GIFTS TO MINORS ACT, OR CORRESPONDING LEGISLATION (WHO SHALL BE AN
ADULT, A GUARDIAN OF THE MINOR OR A TRUST COMPANY), AND THE RELEASE BY SUCH
OTHER PERSON OR INSTITUTION SHALL BE A VALID AND COMPLETE DISCHARGE FOR THE
PAYMENT OR EXERCISE OF SUCH INCENTIVE UNIT.
(K)
COOPERATION OF PARTIES. ALL PARTIES TO THIS PLAN AND ANY PERSON
CLAIMING ANY INTEREST HEREUNDER AGREE TO PERFORM ANY