OF THE BOARD SHALL BE INDEMNIFIED AND HELD
HARMLESS BY THE COMPANY FROM ANY LOSS, COST, LIABILITY, OR EXPENSE THAT MAY BE
IMPOSED UPON OR REASONABLY INCURRED BY SUCH MEMBER IN CONNECTION WITH OR
RESULTING FROM ANY CLAIM, ACTION, SUIT, OR PROCEEDING TO WHICH HE OR SHE MAY BE
A PARTY OR IN WHICH HE OR SHE MAY BE INVOLVED BY REASON OF ANY ACTION OR FAILURE
TO ACT PURSUANT TO THE PLAN AND AGAINST AND FROM ANY AND ALL AMOUNTS PAID BY HIM
OR HER IN SATISFACTION OF JUDGMENT IN SUCH ACTION, SUIT, OR PROCEEDING AGAINST
HIM OR HER; PROVIDED HE OR SHE GIVES THE COMPANY AN OPPORTUNITY, AT ITS OWN
EXPENSE, TO HANDLE AND DEFEND THE SAME BEFORE HE OR SHE UNDERTAKES TO HANDLE AND
DEFEND IT ON HIS OR HER OWN BEHALF.
THE FOREGOING RIGHT OF INDEMNIFICATION
SHALL NOT BE EXCLUSIVE OF ANY OTHER RIGHTS OF INDEMNIFICATION TO WHICH SUCH
PERSONS MAY BE ENTITLED PURSUANT TO THE COMPANY'S CERTIFICATE OF INCORPORATION
OR BYLAWS, AS A MATTER OF LAW, OR OTHERWISE, OR ANY POWER THAT THE COMPANY MAY
HAVE TO INDEMNIFY THEM OR HOLD THEM HARMLESS.
21
15.7
RELATIONSHIP TO OTHER BENEFITS.
NO PAYMENT PURSUANT TO THE PLAN
SHALL BE TAKEN INTO ACCOUNT IN DETERMINING ANY BENEFITS PURSUANT TO ANY PENSION,
RETIREMENT, SAVINGS, PROFIT SHARING, GROUP INSURANCE, WELFARE OR OTHER BENEFIT
PLAN OF THE COMPANY OR ANY SUBSIDIARY EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY
PROVIDED IN WRITING IN SUCH OTHER PLAN OR AN AGREEMENT THEREUNDER.
15.8
EXPENSES.
THE EXPENSES OF ADMINISTERING THE PLAN SHALL BE BORNE BY
THE COMPANY AND ITS SUBSIDIARIES.
15.9
TITLES AND HEADINGS.
THE TITLES AND HEADINGS OF THE SECTIONS IN
THE PLAN ARE FOR CONVENIENCE OF REFERENCE ONLY AND, IN THE EVENT OF ANY
CONFLICT, THE TEXT OF THE PLAN, RATHER THAN SUCH TITLES OR HEADINGS, SHALL
CONTROL.
15.10
FRACTIONAL SHARES.
NO FRACTIONAL SHARES OF STOCK SHALL BE ISSUED
AND THE COMMITTEE SHALL DETERMINE, IN ITS DISCRETION, WHETHER CASH SHALL BE
GIVEN IN LIEU OF FRACTIONAL SHARES OR WHETHER SUCH FRACTIONAL SHARES SHALL BE
ELIMINATED BY ROUNDING UP OR DOWN AS APPROPRIATE.
15.11
LIMITATIONS APPLICABLE TO SECTION 16 PERSONS.
NOTWITHSTANDING ANY
OTHER PROVISION OF THE PLAN, THE PLAN, AND ANY AWARD GRANTED OR AWARDED TO ANY
PARTICIPANT WHO IS THEN SUBJECT TO SECTION 16 OF THE EXCHANGE ACT, SHALL BE
SUBJECT TO ANY ADDITIONAL LIMITATIONS SET FORTH IN ANY APPLICABLE EXEMPTIVE
RULE UNDER SECTION 16 OF THE EXCHANGE ACT (INCLUDING ANY AMENDMENT TO RULE 16B-3
UNDER THE EXCHANGE ACT) THAT ARE REQUIREMENTS FOR THE APPLICATION OF SUCH
EXEMPTIVE RULE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PLAN AND AWARDS
GRANTED OR AWARDED HEREUNDER SHALL BE DEEMED AMENDED TO THE EXTENT NECESSARY TO
CONFORM TO SUCH APPLICABLE EXEMPTIVE RULE.
15.12
GOVERNMENT AND OTHER REGULATIONS.
THE OBLIGATION OF THE COMPANY TO
MAKE PAYMENT OF AWARDS IN STOCK OR OTHERWISE SHALL BE SUBJECT TO ALL APPLICABLE
LAWS, RULES, AND REGULATIONS, AND TO SUCH APPROVALS BY GOVERNMENT AGENCIES AS
MAY BE REQUIRED.
THE COMPANY SHALL BE