PERFORMANCE OF ITS PLAN FUNCTIONS.
THIS INDEMNIFICATION
SHALL SURVIVE THE TERMINATION OF THE PLAN AND THE DISTRIBUTION OF ALL TRUST
FUNDS.
(B)
THE COMPANY SHALL OBTAIN AND PROVIDE FOR ANY SUCH PERSON, AT THE
COMPANY'S EXPENSE, LIABILITY INSURANCE AGAINST LIABILITIES IMPOSED ON HIM BY
LAW.
SECTION 11.4
RECORDKEEPING.
(A)
THE ADMINISTRATOR SHALL MAINTAIN, OR CAUSE TO BE MAINTAINED,
SUITABLE RECORDS AS FOLLOWS:
(I)
RECORDS OF EACH PARTICIPANT'S NONQUALIFIED DEFERRED COMPENSATION
ACCOUNT WHICH SHALL SHOW, AMONG OTHER THINGS, DEFERRALS AND THE GAINS AND LOSSES
WITHIN SUCH ACCOUNT; AND
(II)
RECORDS OF ITS DELIBERATIONS AND DECISIONS.
(B)
THE ADMINISTRATOR MAY APPOINT A SECRETARY TO KEEP RECORDS OF
PROCEEDINGS, TO TRANSMIT ITS DECISIONS, INSTRUCTIONS, CONSENTS, OR DIRECTIONS TO
ANY INTERESTED PARTY, AND TO EXECUTE AND FILE, ON BEHALF OF THE ADMINISTRATOR,
SUCH DOCUMENTS, REPORTS, OR OTHER MATTERS AS MAY BE NECESSARY OR APPROPRIATE
UNDER ERISA AND TO PERFORM OTHER MINISTERIAL ACTS.
12
(C)
THE ADMINISTRATOR SHALL NOT BE REQUIRED TO MAINTAIN ANY RECORDS OR
ACCOUNTS, WHICH DUPLICATE ANY RECORDS OR ACCOUNTS MAINTAINED BY THE COMPANY.
SECTION 11.5
STATEMENT TO PARTICIPANTS.
WITHIN SIXTY DAY 60) DAYS AFTER
THE LAST DAY OF EACH PLAN QUARTER, THE ADMINISTRATOR SHALL FURNISH (OR CAUSE TO
BE FURNISHED) TO EACH PARTICIPANT A STATEMENT SETTING FORTH THE VALUE OF HIS
NONQUALIFIED DEFERRED COMPENSATION ACCOUNT AND COMPANY CONTRIBUTION ACCOUNT AND
SUCH OTHER INFORMATION AS THE ADMINISTRATOR SHALL DEEM APPROPRIATE.
SECTION 11.6
INSPECTION OF RECORDS.
COPIES OF THE PLAN AND RECORDS OF A
PARTICIPANT'S NONQUALIFIED DEFERRED COMPENSATION ACCOUNT AND COMPANY
CONTRIBUTION ACCOUNT SHALL BE OPEN TO INSPECTION BY HIM OR HIS DULY AUTHORIZED
REPRESENTATIVES AT THE OFFICE OF THE COMPANY AT ANY REASONABLE BUSINESS HOUR.
SECTION 11.7
SERVICE IN MORE THAN ONE CAPACITY.
ANY PERSON OR GROUP OF
PERSONS MAY SERVE IN MORE THAN ONE CAPACITY WITH RESPECT TO THE PLAN.
SECTION 11.8
ACCOUNTING FOR DISTRIBUTIONS.
RECORDS FOR EACH
NONQUALIFIED DEFERRED COMPENSATION ACCOUNT AND COMPANY CONTRIBUTION ACCOUNT
SHALL BE MAINTAINED BY THE TRUSTEE.
SECTION 11.9
ERISA CLAIMS PROCEDURES.
ANY CLAIMS FOR BENEFITS OR ANY
OTHER CLAIMS OR DISPUTES HEREUNDER SHALL BE BROUGHT IN ACCORDANCE WITH THE
CLAIMS PROCEDURES SET OUT IN THE COMPANY'S 401(K) PLAN.
ARTICLE XII
MISCELLANEOUS PROVISIONS
SECTION 12.1
TERMINATION OR AMENDMENT OF THE PLAN.
(A)
CORNELL SHALL HAVE THE RIGHT AT ANY TIME TO DECLARE THE PLAN
TERMINATED COMPLETELY AS TO THE COMPANY OR AS TO ANY DIVISION, FACILITY, OR
OTHER OPERATIONAL UNIT THEREOF, AND MAY AMEND SAME FROM TIME TO TIME; PROVIDED
THAT NO TERMINATION OR AMENDMENT SHALL REDUCE OR TERMINATE ANY BENEFIT TO OR IN
RESPECT OF ANY PARTICIPANT; FURTHER PROVIDED, THAT NO AMENDMENT OF THE PLAN
SHALL APPLY TO AMOUNTS DEFERRED AND VESTED ON OR BEFORE DECEMBER 31, 2004,
UNLESS THE INSTRUMENT EXPLICITLY STATES THAT THE AMENDMENT SHALL APPLY TO SUCH
AMOUNTS.
(B)
IN THE EVENT OF ANY SUCH TERMINATION, THE ADMINISTRATOR SHALL
CONTINUE TO MAINTAIN THE PARTICIPANT'S NONQUALIFIED DEFERRED COMPENSATION
ACCOUNT AND COMPANY CONTRIBUTION ACCOUNT AND PAYMENT FROM, AND VESTING UNDER,
SUCH NONQUALIFIED DEFERRED COMPENSATION ACCOUNT AND COMPANY CONTRIBUTION ACCOUNT
SHALL BE MADE IN