contracts, liabilities, engagements or torts of any person who shall be
entitled to such benefit, nor shall it be subject to attachment or legal process
for or against such person.
Except as otherwise provided by the Committee, any
shares of Common Stock acquired by a permissible transferee shall continue to be
subject to the terms of the Plan and the applicable Award agreement.
15.
DEATH/DISABILITY/PAYMENTS TO MINORS
THE COMMITTEE MAY, IN ITS SOLE DISCRETION, REQUIRE THE TRANSFEREE OF A
PARTICIPANT TO SUPPLY IT WITH WRITTEN NOTICE OF THE PARTICIPANT'S DEATH OR
DISABILITY AND TO SUPPLY IT WITH A COPY OF THE WILL (IN THE CASE OF THE
PARTICIPANT'S DEATH) AND/OR SUCH OTHER EVIDENCE AS THE COMMITTEE DEEMS NECESSARY
TO ESTABLISH THE VALIDITY OF THE TRANSFER OF AN AWARD.
THE COMMITTEE MAY ALSO
REQUIRE THAT THE AGREEMENT OF THE TRANSFEREE TO BE BOUND BY ALL OF THE TERMS AND
CONDITIONS OF THE PLAN.
ANY BENEFIT PAYABLE TO OR FOR THE BENEFIT OF A MINOR,
AN INCOMPETENT PERSON OR OTHER PERSON INCAPABLE OF RECEIPT THEREOF SHALL BE
DEEMED PAID WHEN PAID TO SUCH PERSON'S GUARDIAN OR TO THE PARTY PROVIDING OR
REASONABLY APPEARING TO PROVIDE FOR THE CARE OF SUCH PERSON, AND SUCH PAYMENT
SHALL FULLY DISCHARGE THE COMMITTEE, THE BOARD, THE PARENT BOARD, THE PARENT,
THE COMPANY, AND THEIR RESPECTIVE AFFILIATES AND THEIR EMPLOYEES, AGENTS AND
REPRESENTATIVES WITH RESPECT THERETO.
16.
LEGEND AND CUSTODY
(A)
THE COMMITTEE MAY REQUIRE EACH PERSON
RECEIVING SHARES OF COMMON STOCK PURSUANT TO AN AWARD UNDER THE PLAN TO
REPRESENT TO AND AGREE WITH THE COMPANY IN WRITING THAT THE PARTICIPANT IS
ACQUIRING THE SHARES WITHOUT A VIEW TO DISTRIBUTION THEREOF.
IN ADDITION TO ANY
LEGEND REQUIRED BY THE PLAN, THE CERTIFICATES FOR SUCH SHARES MAY INCLUDE ANY
LEGEND THAT THE COMMITTEE DEEMS APPROPRIATE TO REFLECT ANY RESTRICTIONS ON
TRANSFER.
(B)
ALL CERTIFICATES FOR SHARES OF COMMON STOCK
DELIVERED UNDER THE PLAN SHALL BE SUBJECT TO SUCH STOP TRANSFER ORDERS AND OTHER
RESTRICTIONS AS THE COMMITTEE MAY DEEM ADVISABLE UNDER APPLICABLE LAW OR RULES,
AND THE COMMITTEE MAY CAUSE A LEGEND OR LEGENDS TO BE PUT ON ANY SUCH
CERTIFICATES TO MAKE APPROPRIATE REFERENCE TO SUCH RESTRICTIONS.
(C)
IF STOCK CERTIFICATES ARE ISSUED IN RESPECT
OF AN AWARD, THE COMMITTEE MAY REQUIRE THAT ANY STOCK CERTIFICATES EVIDENCING
SUCH AWARD BE HELD IN CUSTODY BY THE COMPANY UNTIL THE AWARD HAS VESTED OR THE
RESTRICTIONS THEREON HAVE LAPSED, AND THAT, AS A CONDITION OF ANY GRANT OF SUCH
AN AWARD, THE PARTICIPANT SHALL HAVE DELIVERED A DULY SIGNED STOCK POWER,
ENDORSED IN BLANK, RELATING TO THE COMMON STOCK COVERED BY SUCH AWARD.
5
17.
UNFUNDED STATUS OF PLAN
THE PLAN IS INTENDED TO CONSTITUTE AN "UNFUNDED" PLAN FOR INCENTIVE AND DEFERRED
COMPENSATION.
WITH RESPECT TO ANY PAYMENTS AS TO WHICH A PARTICIPANT HAS A
FIXED AND VESTED INTEREST BUT THAT ARE NOT YET MADE TO A PARTICIPANT BY THE
COMPANY, NOTHING CONTAINED HEREIN SHALL GIVE ANY SUCH PARTICIPANT ANY RIGHTS
THAT ARE GREATER THAN THOSE OF