Section 5 hereof.
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SECTION VIII
GENERAL PROVISIONS
A.
THE ESTABLISHMENT OF THE PLAN SHALL NOT CONFER UPON ANY
PARTICIPANT ANY LEGAL OR EQUITABLE RIGHT AGAINST THE CORPORATION OR ANY
AFFILIATE, EXCEPT AS EXPRESSLY PROVIDED IN THE PLAN.
B.
THE CORPORATION WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR
INDIRECT, BY PURCHASE, MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE CORPORATION TO ASSUME
EXPRESSLY AND AGREE TO PERFORM THIS PLAN IN THE SAME MANNER AND TO THE SAME
EXTENT THAT THE CORPORATION WOULD BE REQUIRED TO PERFORM IT IF NO SUCH
SUCCESSION HAD TAKEN PLACE.
"CORPORATION" MEANS THE CORPORATION AS HEREINBEFORE
DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS AFORESAID THAT
ASSUMES AND AGREES TO PERFORM THIS PLAN BY OPERATION OF LAW OR OTHERWISE.
C.
THE PLAN DOES NOT CONSTITUTE AN INDUCEMENT OR CONSIDERATION FOR
THE EMPLOYMENT OF ANY PARTICIPANT, NOR IS IT A CONTRACT BETWEEN THE CORPORATION,
OR ANY AFFILIATE, AND ANY PARTICIPANT.
PARTICIPATION IN THE PLAN SHALL NOT GIVE
A PARTICIPANT ANY RIGHT TO BE RETAINED IN THE EMPLOY OF THE CORPORATION OR ANY
AFFILIATE OR TO RECEIVE AN INCENTIVE PAYMENT WITH RESPECT TO ANY PERFORMANCE
PERIOD.
D.
NOTHING CONTAINED IN THIS PLAN SHALL PREVENT THE BOARD OR
COMMITTEE FROM ADOPTING OTHER OR ADDITIONAL COMPENSATION ARRANGEMENTS, SUBJECT
TO STOCKHOLDER APPROVAL IF SUCH APPROVAL IS REQUIRED AND SUCH ARRANGEMENTS MAY
BE EITHER GENERALLY APPLICABLE OR APPLICABLE ONLY IN SPECIFIC CASES.
E.
THE PLAN SHALL BE GOVERNED, CONSTRUED AND ADMINISTERED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAW.
F.
THIS PLAN IS INTENDED TO COMPLY IN ALL ASPECTS WITH APPLICABLE
LAW AND REGULATION, INCLUDING, WITH RESPECT TO THOSE PARTICIPANTS WHO ARE
COVERED EMPLOYEES, SECTION 162(M) OF THE CODE.
IN CASE ANY ONE OR MORE OF THE
PROVISIONS OF THIS PLAN SHALL BE HELD INVALID, ILLEGAL OR UNENFORCEABLE IN ANY
RESPECT UNDER APPLICABLE LAW OR REGULATION, THE VALIDITY, LEGALITY AND
ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT IN ANY WAY BE AFFECTED OR
IMPAIRED THEREBY AND THE INVALID, ILLEGAL OR UNENFORCEABLE PROVISION SHALL BE
DEEMED NULL AND VOID; HOWEVER, TO THE EXTENT PERMISSIBLE BY LAW, ANY PROVISION
WHICH COULD BE DEEMED NULL AND VOID SHALL FIRST BE CONSTRUED, INTERPRETED OR
REVISED RETROACTIVELY TO PERMIT THIS PLAN TO BE CONSTRUED IN COMPLIANCE WITH ALL
APPLICABLE LAWS INCLUDING, WITHOUT LIMITATION, CODE SECTION 162(M), SO AS TO
CARRY OUT THE INTENT OF THIS PLAN.
G.
IF ANY COMPENSATION OR BENEFITS PROVIDED BY THIS PLAN MAY RESULT
IN THE APPLICATION OF SECTION 409A OF THE CODE, THE CORPORATION SHALL MODIFY THE
PLAN IN THE LEAST RESTRICTIVE MANNER NECESSARY IN ORDER TO EXCLUDE SUCH
COMPENSATION FROM THE DEFINITION OF "DEFERRED COMPENSATION" WITHIN THE MEANING
OF SUCH SECTION 409A OR IN ORDER TO COMPLY WITH THE PROVISIONS OF SECTION 409A,
OTHER APPLICABLE PROVISION(S) OF THE CODE AND/OR ANY RULES, REGULATIONS OR OTHER
REGULATORY GUIDANCE ISSUED UNDER SUCH
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STATUTORY PROVISIONS AND WITH AS LITTLE DIMINUTION IN