NOT
OF ITSELF LIMIT OR OTHERWISE AFFECT ANY OTHER RIGHTS OF THE EXECUTIVE PURSUANT
TO THIS PLAN.
IN THE EVENT THAT ANY PAYMENT OR BENEFIT INTENDED TO BE PROVIDED
UNDER THIS PLAN OR OTHERWISE IS REQUIRED TO BE REDUCED PURSUANT TO THIS SECTION,
THE EXECUTIVE (IN HIS OR HER SOLE DISCRETION) SHALL BE ENTITLED TO DESIGNATE THE
PAYMENTS AND/OR BENEFITS TO BE SO REDUCED IN ORDER TO GIVE EFFECT TO THIS
SECTION.
THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH ALL INFORMATION
REASONABLY REQUESTED BY THE EXECUTIVE TO PERMIT THE EXECUTIVE TO MAKE SUCH
DESIGNATION.
IN THE EVENT THAT THE EXECUTIVE FAILS TO MAKE SUCH DESIGNATION
WITHIN TEN (10) BUSINESS DAYS OF RECEIVING SUCH INFORMATION, THE COMPANY MAY
EFFECT SUCH REDUCTION IN ANY MANNER IT DEEMS APPROPRIATE.
SECTION 7.3.
ESTABLISHMENT OF A TRUST FUND.
(1)
IN GENERAL.
THE PLAN IS INTENDED TO BE AN
UNFUNDED, NON-QUALIFIED RETIREMENT PLAN.
HOWEVER, THE COMPANY MAY ENTER INTO A
TRUST AGREEMENT WITH A TRUSTEE TO ESTABLISH A TRUST FUND (THE "TRUST FUND") AND
TO TRANSFER ASSETS THERETO (OR CAUSE ASSETS TO BE TRANSFERRED THERETO), SUBJECT
TO THE CLAIMS OF THE CREDITORS OF THE EMPLOYERS, PURSUANT TO WHICH SOME OR ALL
OF THE MIRROR SAVINGS PLAN BENEFITS SHALL BE PAID.
PAYMENTS FROM THE TRUST FUND
SHALL DISCHARGE THE EMPLOYERS' OBLIGATION TO MAKE PAYMENTS UNDER THE PLAN TO THE
EXTENT THAT TRUST FUND ASSETS ARE USED TO SATISFY SUCH OBLIGATIONS.
(2)
UPON A CHANGE IN CONTROL.
(A)
WITHIN THIRTY (30) BUSINESS DAYS OF THE
OCCURRENCE OF A CHANGE IN CONTROL, TO THE EXTENT IT HAS NOT ALREADY DONE SO, THE
COMPANY SHALL BE REQUIRED TO ESTABLISH AN IRREVOCABLE TRUST FUND FOR THE PURPOSE
OF PAYING MIRROR SAVINGS PLAN BENEFITS.
EXCEPT AS DESCRIBED IN THE FOLLOWING
SENTENCE, ALL CONTRIBUTIONS TO THE TRUST FUND SHALL BE
10
IRREVOCABLE AND THE COMPANY SHALL NOT HAVE THE RIGHT TO DIRECT THE TRUSTEE TO
RETURN TO THE EMPLOYERS, OR DIVERT TO OTHERS, ANY OF THE ASSETS OF THE TRUST
FUND UNTIL AFTER SATISFACTION OF ALL LIABILITIES TO ALL OF THE EXECUTIVES AND
THEIR DEATH BENEFICIARIES UNDER THE PLAN.
ANY ASSETS DEPOSITED IN THE TRUST
FUND SHALL BE SUBJECT TO THE CLAIMS OF THE CREDITORS OF THE EMPLOYERS AND ANY
EXCESS ASSETS REMAINING IN THE TRUST FUND AFTER SATISFACTION OF ALL LIABILITIES
SHALL REVERT TO THE COMPANY.
(B)
IN ADDITION TO THE REQUIREMENTS DESCRIBED IN
SUBSECTION (A) ABOVE, THE TRUST FUND WHICH BECOMES EFFECTIVE ON THE CHANGE IN
CONTROL SHALL BE SUBJECT TO THE FOLLOWING ADDITIONAL REQUIREMENTS:
(I)
THE TRUSTEE OF THE TRUST FUND SHALL BE A
THIRD PARTY CORPORATE OR INSTITUTIONAL TRUSTEE;
(II)
THE TRUST FUND SHALL SATISFY THE
REQUIREMENTS OF A GRANTOR TRUST UNDER THE CODE; AND
(III)
THE TRUST FUND SHALL AUTOMATICALLY TERMINATE
(A) IN THE EVENT THAT IT IS DETERMINED BY A FINAL DECISION OF THE UNITED STATES
DEPARTMENT OF LABOR (OR, IF AN APPEAL IS TAKEN THEREFROM, BY A COURT OF
COMPETENT JURISDICTION) THAT BY REASON OF THE CREATION OF, AND A TRANSFER OF
ASSETS TO, THE