BEFORE THE END OF THE ORIGINAL SIXTY (60) DAY PERIOD.
THE DECISION ON
REVIEW SHALL BE MADE IN WRITING, SHALL BE WRITTEN IN A MANNER CALCULATED TO BE
UNDERSTOOD BY THE CLAIMANT, AND, IF THE DECISION ON REVIEW IS A DENIAL OF THE
CLAIM FOR BENEFITS, SHALL INCLUDE:
(1)
THE SPECIFIC REASON OR REASONS FOR THE
DENIAL;
(2)
SPECIFIC REFERENCES TO THE PLAN PROVISIONS
ON WHICH THE DENIAL IS BASED;
(3)
A DESCRIPTION OF ANY ADDITIONAL MATERIAL OR
INFORMATION NECESSARY FOR THE APPLICANT TO PERFECT THE CLAIM AND AN EXPLANATION
OF WHY SUCH MATERIAL OR INFORMATION IS NECESSARY; AND
(4)
AN EXPLANATION OF THE PLAN'S CLAIMS REVIEW
PROCEDURES AND A STATEMENT OF CLAIMANT'S RIGHT TO BRING A CIVIL ACTION UNDER
ERISA SECTION
502(A) FOLLOWING AN ADVERSE BENEFIT DETERMINATION.
13.
DISPUTE RESOLUTION
IN THE EVENT OF ANY DISPUTE OR CLAIM RELATING TO OR ARISING OUT OF THIS PLAN
THAT IS NOT RESOLVED IN ACCORDANCE WITH PROCEDURE DESCRIBED IN SECTION 12, THE
COMPANY AND THE PARTICIPANT, EACH BY EXECUTING A PARTICIPATION AGREEMENT, AGREE
THAT ALL SUCH DISPUTES OR CLAIMS SHALL BE RESOLVED BY MEANS OF BINDING
ARBITRATION IN SACRAMENTO COUNTY, CALIFORNIA BEFORE A SOLE ARBITRATOR, IN
ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA FOR AGREEMENTS MADE IN THAT
STATE OR AS OTHERWISE REQUIRED BY ERISA.
ANY ARBITRATION SHALL BE ADMINISTERED
BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES. JUDGMENT
ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION.
THE PREVAILING
PARTY SHALL BE ENTITLED TO RECOVER FROM
18
the losing party its attorneys' fees and costs incurred in any action brought to
enforce any right arising out of this Plan.
14.
SUCCESSORS AND ASSIGNS
14.1
SUCCESSORS OF THE COMPANY.
THE COMPANY SHALL
REQUIRE ANY SUCCESSOR OR ASSIGN (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY, EXPRESSLY, ABSOLUTELY AND UNCONDITIONALLY TO
ASSUME AND AGREE TO PERFORM THIS PLAN IN THE SAME MANNER AND TO THE SAME EXTENT
THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION OR
ASSIGNMENT HAD TAKEN PLACE.
14.2
ACKNOWLEDGMENT BY COMPANY.
IF, AFTER A CHANGE IN
CONTROL, THE COMPANY FAILS TO REASONABLY CONFIRM THAT IT HAS PERFORMED THE
OBLIGATION DESCRIBED IN SECTION 14.1 WITHIN TWENTY (20) DAYS AFTER WRITTEN
NOTICE FROM THE PARTICIPANT, SUCH FAILURE SHALL BE A MATERIAL BREACH OF THIS
PLAN AND SHALL ENTITLE THE PARTICIPANT TO RESIGN FOR GOOD REASON AND TO RECEIVE
THE BENEFITS PROVIDED UNDER THIS PLAN IN THE EVENT OF TERMINATION UPON A CHANGE
IN CONTROL.
14.3
HEIRS AND REPRESENTATIVES OF PARTICIPANT.
THIS
PLAN SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE PARTICIPANT'S
PERSONAL OR LEGAL REPRESENTATIVES, EXECUTORS, ADMINISTRATORS, SUCCESSORS, HEIRS,
DISTRIBUTEES, DEVISES, LEGATEES OR OTHER BENEFICIARIES.
IF THE PARTICIPANT
SHOULD DIE WHILE ANY AMOUNT WOULD STILL BE PAYABLE TO THE PARTICIPANT HEREUNDER
(OTHER THAN AMOUNTS WHICH, BY THEIR TERMS, TERMINATE UPON THE DEATH OF THE
PARTICIPANT) IF THE PARTICIPANT HAD CONTINUED TO LIVE,