DELEGATE AND ALLOCATE, BY A WRITTEN INSTRUMENT
EXECUTED BY ALL OF THE
11
MEMBERS OF THE COMMITTEE AND REVOCABLE BY ANY OF THEM, ANY AND ALL SPECIFIC
RESPONSIBILITIES, OBLIGATIONS OR DUTIES AMONG THEMSELVES AND TO DELEGATE TO ANY
OTHER PERSON, FIRM OR CORPORATION THE RESPONSIBILITY TO CARRY OUT ANY
RESPONSIBILITIES OF THE COMMITTEE HEREUNDER AND, TO THE EXTENT OF ANY SUCH
ALLOCATION OR DELEGATION, SHALL HAVE NO RESPONSIBILITY FOR ANY ACTS OR OMISSIONS
OF THE MEMBERS OF THE COMMITTEE OR OF ANY OTHER PERSON, FIRM OR CORPORATION TO
WHOM SUCH RESPONSIBILITIES, OBLIGATIONS OR DUTIES HAVE BEEN ALLOCATED OR
DELEGATED.
8.8
INDEMNITY FOR LIABILITY.
TO THE MAXIMUM
EXTENT ALLOWED BY LAW AND TO THE EXTENT NOT OTHERWISE INDEMNIFIED, THE COMPANY
SHALL INDEMNIFY THE MEMBERS (AND FORMER MEMBERS) OF THE COMMITTEE, AND ANY OTHER
CURRENT OR FORMER OFFICER, DIRECTOR, OR EMPLOYEE OF THE COMPANY, AGAINST ANY AND
ALL CLAIMS, LOSSES, DAMAGES, EXPENSES, INCLUDING COUNSEL FEES, INCURRED BY SUCH
PERSONS AND ANY LIABILITY, INCLUDING ANY AMOUNTS PAID IN SETTLEMENT WITH THE
COMPANY'S APPROVAL, ARISING FROM SUCH PERSON'S ACTION OR FAILURE TO ACT.
8.9
POWERS, DUTIES, PROCEDURES.
.THE PLAN
ADMINISTRATOR SHALL HAVE SUCH POWERS AND DUTIES, MAY ADOPT SUCH RULES AND
TABLES, MAY ACT IN ACCORDANCE WITH SUCH PROCEDURES, MAY APPOINT SUCH OFFICERS OR
AGENTS, MAY DELEGATE SUCH POWERS AND DUTIES, MAY RECEIVE SUCH REIMBURSEMENTS AND
COMPENSATION, AND SHALL FOLLOW SUCH CLAIMS AND APPEAL PROCEDURES WITH RESPECT TO
THE PLAN AS THE PLAN ADMINISTRATOR MAY ESTABLISH.
8.10
INFORMATION.
TO ENABLE THE PLAN ADMINISTRATOR TO
PERFORM ITS FUNCTIONS, THE EMPLOYER SHALL SUPPLY FULL AND TIMELY INFORMATION TO
THE PLAN ADMINISTRATOR ON ALL MATTERS RELATING TO THE COMPENSATION OF
PARTICIPANTS, THEIR EMPLOYMENT, RETIREMENT, DEATH, TERMINATION OF EMPLOYMENT,
AND SUCH OTHER PERTINENT FACTS AS THE PLAN ADMINISTRATOR MAY REQUIRE.
ARTICLE 9
AMENDMENT AND TERMINATION
9.1
AUTHORITY TO AMEND AND TERMINATE.
SUBJECT TO
SECTION 9.2, THE BOARD OF DIRECTORS OF THE COMPANY (OR A DELEGATE OF THE BOARD)
SHALL HAVE THE RIGHT TO AMEND OR TERMINATE THE PLAN AT ANY TIME.
IF THE PLAN IS
TERMINATED AND A TRUST IS ESTABLISHED (AS DESCRIBED IN SECTION 10.1), THE
COMPANY MAY (A) ELECT TO CONTINUE TO MAINTAIN THE TRUST TO PAY BENEFITS
HEREUNDER AS THEY BECOME DUE AS IF THE PLAN HAD NOT TERMINATED, OR (B) DIRECT
THE TRUSTEE TO PAY PROMPTLY TO PARTICIPANTS (OR THEIR BENEFICIARIES) THE BALANCE
OF THEIR ACCOUNTS.
9.2
EXISTING RIGHTS.
NO AMENDMENT OR TERMINATION
OF THE PLAN SHALL ADVERSELY AFFECT THE RIGHTS OF ANY PARTICIPANT WITH RESPECT TO
AMOUNTS THAT HAVE BEEN CREDITED TO HIS OR HER ACCOUNT PRIOR TO THE LATER OF THE
DATE SUCH AMENDMENT OR TERMINATION IS ADOPTED OR EFFECTIVE.
ARTICLE 10
MISCELLANEOUS
10.1
NO FUNDING.
THE COMPANY INTENDS THAT THE PLAN
CONSTITUTE AN "UNFUNDED" PLAN FOR TAX PURPOSES AND FOR PURPOSES OF TITLE I OF
ERISA; PROVIDED THAT THE PLAN ADMINISTRATOR MAY AUTHORIZE THE CREATION OF TRUSTS
AND DEPOSIT THEREIN CASH OR OTHER PROPERTY, OR MAKE OTHER ARRANGEMENTS TO MEET
THE COMPANY'S OBLIGATIONS UNDER THE PLAN.
NOTWITHSTANDING THE FOREGOING, THE