AND SOLE POWER AND AUTHORITY TO INTERPRET, CONSTRUE AND
ADMINISTER THE PROGRAM AND ALL RETENTION AWARD AGREEMENTS AND SHALL PRESCRIBE
SUCH RULES AND REGULATIONS IN CONNECTION WITH THE OPERATION OF THE PROGRAM AS IT
DETERMINES TO BE ADVISABLE FOR THE ADMINISTRATION OF THE PROGRAM.
THE SPECIAL
COMMITTEE'S INTERPRETATIONS AND CONSTRUCTION OF THE PROGRAM, ALL RETENTION AWARD
AGREEMENTS AND ALL BONUSES, AND ALL ACTIONS HEREUNDER AND THEREUNDER, INCLUDING,
BUT NOT LIMITED TO THE AMOUNT OF AND THE RECIPIENT OF ANY BONUS, SHALL BE
BINDING AND CONCLUSIVE ON THE COMPANY AND ON ALL OTHER PERSONS AND ENTITIES FOR
ALL PURPOSES.
NONE OF THE INDIVIDUAL MEMBERS OF THE SPECIAL COMMITTEE, THE
SPECIAL COMMITTEE, THE COMPANY OR ANY OFFICER OR DIRECTOR OF THE COMPANY, SHALL
BE LIABLE TO ANY PERSON OR ENTITY, INCLUDING ANY EMPLOYEE AND HIS
REPRESENTATIVES, HEIRS OR AGENTS, FOR ANY ACTION TAKEN OR OMITTED TO BE TAKEN,
IN CONNECTION WITH THE INTERPRETATION AND ADMINISTRATION OF THIS AGREEMENT
UNLESS ATTRIBUTABLE TO HIS OR ITS LACK OF GOOD FAITH.
8.
EFFECT OF PROGRAM.
NEITHER THE ADOPTION OF THIS PROGRAM NOR ANY
ACTION OF THE SPECIAL COMMITTEE SHALL BE DEEMED TO GIVE ANY EMPLOYEE ANY RIGHT
TO BE GRANTED A BONUS OR ANY OTHER RIGHTS EXCEPT AS MAY BE EVIDENCED BY THE
RETENTION AWARD AGREEMENT, OR ANY AMENDMENT THERETO, DULY AUTHORIZED BY THE
SPECIAL COMMITTEE AND EXECUTED ON BEHALF OF THE COMPANY, AND THEN ONLY TO THE
EXTENT AND ON THE TERMS AND CONDITIONS EXPRESSLY SET FORTH THEREIN.
THE
EXISTENCE OF THE PROGRAM, THE RETENTION AWARD AGREEMENTS, AND THE BONUSES
GRANTED THEREUNDER SHALL NOT AFFECT IN ANY WAY THE RIGHT OF THE SPECIAL
COMMITTEE TO MAKE, AUTHORIZE OR APPROVE ANY CHANGE, AMENDMENT OR MODIFICATION IN
THE SETTLEMENT AGREEMENT OR ANY OTHER CORPORATE ACT OR PROCEEDING BY OR FOR THE
COMPANY THAT THE SPECIAL COMMITTEE IS AUTHORIZED OR EMPOWERED TO TAKE ON BEHALF
OF THE COMPANY.
(A)
NO EFFECT ON RETIREMENT AND OTHER BENEFIT PROGRAMS.
THIS PROGRAM
IS NOT A "RETIREMENT PLAN" OR "WELFARE PLAN" UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED.
FOR PURPOSES OF ANY RETIREMENT OR
EMPLOYEE BENEFIT PLANS OF THE COMPANY, INCLUDING ITS 401K PLAN, ANY PAYMENTS
MADE PURSUANT TO THIS PROGRAM OR ANY RETENTION AWARD AGREEMENT SHALL BE SUBJECT
TO THE TERMS AND CONDITIONS, INCLUDING THE METHOD OF COMPUTING COMPENSATION OR
CONTRIBUTIONS, OF ANY RETIREMENT OR EMPLOYEE BENEFIT PLAN OF THE COMPANY AS THEY
EXIST AT THE EFFECTIVE TIME OF SETTLEMENT.
9.
AMENDMENT OR TERMINATION OF PROGRAM.
THE SPECIAL COMMITTEE IN
ITS SOLE DISCRETION MAY, AT ANY TIME AND FROM TIME TO TIME AFTER THE DATE OF
ADOPTION OF THIS PROGRAM, TERMINATE OR AMEND THE PROGRAM IN ANY RESPECT,
INCLUDING AMENDMENT OF ANY FORM OF RETENTION AWARD AGREEMENT TO BE EXECUTED
PURSUANT TO THIS PROGRAM.
NO BONUS MAY BE GRANTED AFTER THE EFFECTIVE DATE OF
SETTLEMENT.
ANY AMENDMENT OR TERMINATION OF THE PROGRAM SHALL NOT AFFECT
BONUSES PREVIOUSLY GRANTED AND THE RESPECTIVE RETENTION AWARD AGREEMENT, AND
SUCH BONUSES AND AGREEMENTS SHALL REMAIN IN FULL FORCE AND EFFECT