NOT SUBJECT TO A "SUBSTANTIAL RISK OF FORFEITURE" AND NOT PREVIOUSLY
INCLUDED IN SUCH PARTICIPANT'S GROSS INCOME.
THE AMOUNT OF TAX OWED BY THE
PARTICIPANT SHALL BE INCREASED BY THE AMOUNT OF INTEREST AT THE UNDERPAYMENT
RATE, PLUS 1%.
A 20% EXCISE TAX ON THE AMOUNT REQUIRED TO BE INCLUDED IN THE
PARTICIPANT'S INCOME WILL ALSO BE ASSESSED.
THE CORPORATION INTENDS FOR THE
PLAN TO BE OPERATED IN ACCORDANCE WITH ALL APPLICABLE LAWS, BUT IN THE EVENT
THAT THE PLAN FAILS TO MEET THE REQUIREMENTS OR FAILS TO BE OPERATED IN
ACCORDANCE WITH APPLICABLE LAWS, THE CORPORATION WILL NOT BE RESPONSIBLE FOR ANY
ASSESSMENT OF INCOME TAX, LATE FEE, AND/OR EXCISE TAX.
SUCH AMOUNTS WILL SOLELY
BE THE RESPONSIBILITY OF EACH AFFECTED PARTICIPANT.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
A.
VESTING OF ACCOUNTS.
EACH PARTICIPANT
SHALL BE FULLY VESTED IN HIS OR HER ACCOUNT, WHICH INCLUDES COMPENSATION
DEFERRALS TRANSFERRED INTO THE PLAN FROM THE IMPERIAL ENTERTAINMENT GROUP EQUITY
APPRECIATION RIGHTS PROGRAM, NOTWITHSTANDING THE VESTING SCHEDULE SET FORTH IN
THE IMPERIAL ENTERTAINMENT GROUP EQUITY APPRECIATION RIGHTS PROGRAM.
B.
PROHIBITION AGAINST ASSIGNMENT.
BENEFITS
PAYABLE TO PARTICIPANTS AND THEIR BENEFICIARIES UNDER THE PLAN MAY NOT BE
ANTICIPATED, ASSIGNED (EITHER AT LAW OR IN EQUITY), ALIENATED, SOLD,
TRANSFERRED, PLEDGED OR ENCUMBERED IN ANY MANNER, NOR MAY THEY BE SUBJECTED TO
ATTACHMENT, GARNISHMENT, LEVY, EXECUTION OR OTHER LEGAL OR EQUITABLE PROCESS FOR
THE DEBTS, CONTRACTS, LIABILITIES, ENGAGEMENTS OR ACTS OF ANY PARTICIPANT OR
BENEFICIARY.
IT WILL NOT, HOWEVER, BE DEEMED A VIOLATION OF THIS
ARTICLE VIII(B) TO COMPLY WITH A DOMESTIC RELATIONS ORDER PURSUANT TO PROCEDURES
ESTABLISHED BY THE COMMITTEE.
C.
NO EMPLOYMENT CONTRACT.
NOTHING IN THE
PLAN IS INTENDED TO BE CONSTRUED, OR SHALL BE CONSTRUED, AS CONSTITUTING AN
EMPLOYMENT CONTRACT BETWEEN THE EMPLOYER AND ANY PARTICIPANT NOR SHALL ANY PLAN
PROVISION AFFECT THE EMPLOYER'S RIGHT TO DISCHARGE ANY PARTICIPANT FOR ANY
REASON OR FOR NO REASON.
D.
SUCCESSORS BOUND.
AN IRREVOCABLE ELECTION
FORM SUBMITTED BY OR ON BEHALF OF A PARTICIPANT SHALL BE BINDING UPON AND INURE
TO THE BENEFIT OF THE CORPORATION, ITS SUCCESSORS AND ASSIGNS, AND TO THE
PARTICIPANT AND TO THE PARTICIPANT'S BENEFICIARIES, HEIRS, EXECUTORS,
ADMINISTRATORS AND OTHER LEGAL REPRESENTATIVES.
E.
PROHIBITION AGAINST LOANS.
THE
PARTICIPANT MAY NOT BORROW ANY COMPENSATION DEFERRALS FROM THE CORPORATION (OR
THE TRUST) NOR UTILIZE HIS OR HER ACCOUNT AS SECURITY FOR ANY LOAN FROM THE
EMPLOYER.
F.
ADMINISTRATION BY COMMITTEE.
RESPONSIBILITY FOR ADMINISTRATION OF THE PLAN SHALL BE VESTED IN THE COMMITTEE.
TO THE EXTENT PERMITTED BY LAW, THE COMMITTEE MAY DELEGATE ANY
15
AUTHORITY IT POSSESSES TO THE PLAN ADMINISTRATOR(S).
THIS INCLUDES THE POWER
AND AUTHORITY TO COMPLY WITH THE WITHHOLDING AND REPORTING REQUIREMENTS OF CODE
SECTION 409A AND THE REGULATIONS PROMULGATED THEREUNDER.
TO THE EXTENT THE
COMMITTEE HAS DELEGATED AUTHORITY CONCERNING A MATTER TO THE PLAN
ADMINISTRATOR(S), ANY REFERENCE IN THE PLAN TO THE "COMMITTEE" INSOFAR AS IT
PERTAINS TO SUCH MATTER, SHALL REFER LIKEWISE TO THE PLAN ADMINISTRATOR(S).
G.
GOVERNING LAW AND RULES OF CONSTRUCTION.
THIS PLAN SHALL BE GOVERNED IN ALL