OF ANY
ACT OR OMISSION TO ACT IN CONNECTION WITH THE PLAN UNLESS ARISING OUT OF SUCH
PERSON'S OWN FRAUD OR WILLFUL BAD FAITH; PROVIDED, HOWEVER, THAT APPROVAL OF THE
BOARD SHALL BE REQUIRED FOR THE PAYMENT OF ANY AMOUNT IN SETTLEMENT OF A CLAIM
AGAINST ANY SUCH PERSON. THE FOREGOING RIGHT OF INDEMNIFICATION SHALL NOT BE
EXCLUSIVE OF ANY OTHER RIGHTS OF INDEMNIFICATION TO WHICH SUCH PERSONS MAY BE
ENTITLED UNDER THE LLC AGREEMENT, AS A MATTER OF LAW, OR OTHERWISE, OR ANY POWER
THAT THE COMPANY MAY HAVE TO INDEMNIFY THEM OR HOLD THEM HARMLESS.
(B)
PAYMENTS FOLLOWING ACCIDENTS OR ILLNESS. IF
THE COMMITTEE SHALL FIND THAT ANY PERSON TO WHOM ANY AMOUNT IS PAYABLE UNDER THE
PLAN IS UNABLE TO CARE FOR HIS AFFAIRS BECAUSE OF ILLNESS OR ACCIDENT, OR IS A
MINOR, OR HAS DIED, THEN ANY PAYMENT DUE TO SUCH PERSON OR HIS ESTATE (UNLESS A
PRIOR CLAIM THEREFOR HAS BEEN MADE BY A DULY APPOINTED LEGAL REPRESENTATIVE)
MAY, IF THE COMMITTEE SO DIRECTS THE COMPANY, BE PAID TO HIS SPOUSE, CHILD,
RELATIVE, AN INSTITUTION MAINTAINING OR HAVING CUSTODY OF SUCH PERSON, OR ANY
OTHER PERSON DEEMED BY THE COMMITTEE TO BE A PROPER RECIPIENT ON BEHALF OF SUCH
PERSON OTHERWISE ENTITLED TO PAYMENT. ANY SUCH PAYMENT SHALL BE A COMPLETE
DISCHARGE OF THE LIABILITY OF THE COMMITTEE AND THE COMPANY THEREFOR.
(C)
GOVERNING LAW. THE PLAN SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE
WITHOUT REFERENCE TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
(D)
FUNDING. NO PROVISION OF THE PLAN SHALL
REQUIRE THE COMPANY, FOR THE PURPOSE OF SATISFYING ANY OBLIGATIONS UNDER THE
PLAN, TO PURCHASE ASSETS OR PLACE ANY ASSETS IN A TRUST OR OTHER ENTITY TO WHICH
CONTRIBUTIONS ARE MADE OR OTHERWISE TO SEGREGATE ANY ASSETS, NOR SHALL THE
COMPANY MAINTAIN SEPARATE BANK ACCOUNTS, BOOKS, RECORDS OR OTHER EVIDENCE OF THE
EXISTENCE OF A SEGREGATED OR SEPARATELY MAINTAINED OR ADMINISTERED FUND FOR SUCH
PURPOSES. PARTICIPANTS SHALL HAVE NO RIGHTS UNDER THE PLAN OTHER THAN AS
UNSECURED GENERAL CREDITORS OF THE COMPANY, EXCEPT THAT INSOFAR AS THEY MAY HAVE
BECOME ENTITLED TO PAYMENT OF ADDITIONAL COMPENSATION BY PERFORMANCE OF
SERVICES, THEY SHALL HAVE THE SAME RIGHTS AS OTHER EMPLOYEES UNDER GENERAL LAW.
9
(E)
RELIANCE ON REPORTS. EACH MEMBER OF THE
COMMITTEE AND EACH MEMBER OF THE BOARD SHALL BE FULLY JUSTIFIED IN RELYING,
ACTING OR FAILING TO ACT, AND SHALL NOT BE LIABLE FOR HAVING SO RELIED, ACTED OR
FAILED TO ACT IN GOOD FAITH, UPON ANY REPORT MADE BY THE INDEPENDENT PUBLIC
ACCOUNTANT OF THE COMPANY AND ITS AFFILIATES AND UPON ANY OTHER INFORMATION
FURNISHED IN CONNECTION WITH THE PLAN BY ANY PERSON OR PERSONS OTHER THAN
HIMSELF.
(F)
TITLES AND HEADINGS. THE TITLES AND
HEADINGS OF THE SECTIONS IN THE PLAN ARE FOR CONVENIENCE OF REFERENCE ONLY, AND
IN THE EVENT OF ANY CONFLICT, THE TEXT OF THE PLAN, RATHER THAN SUCH TITLES OR
HEADINGS SHALL CONTROL.
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