SUFFICIENT TO PROVIDE FOR ANY SUCH
TAXES SO REQUIRED TO BE WITHHELD, PROVIDED THAT SUCH AMOUNT SHALL NOT EXCEED THE
STATUTORY MAXIMUM.
F.
THE CORPORATION SHALL BEAR ALL EXPENSES AND COSTS IN CONNECTION WITH THE
OPERATION OF THE PLAN, INCLUDING COSTS RELATED TO THE PURCHASE, ISSUE OR
TRANSFER OF SHARES, BUT EXCLUDING TAXES IMPOSED ON ANY PERSON RECEIVING A
PAYMENT OR DELIVERY OF SHARES UNDER THE PLAN.
G.
NO EMPLOYEE OF THE CORPORATION SHALL HAVE ANY RIGHT AS A PARTICIPANT TO
CONTINUE IN THE EMPLOY OF THE CORPORATION FOR ANY PERIOD OF TIME OR TO A
CONTINUATION OF ANY PARTICULAR RATE OF COMPENSATION, AND THE CORPORATION
EXPRESSLY RESERVES THE RIGHT TO DISCHARGE OR CHANGE THE ASSIGNMENT OF ANY OF ITS
EMPLOYEES WHO ARE PARTICIPANTS AT ANY TIME.
THERE IS NO OBLIGATION FOR
UNIFORMITY OF TREATMENT OF PARTICIPANTS UNDER THE PLAN.
10.
INTERPRETATIONS AND DETERMINATIONS.
THE COMMITTEE SHALL HAVE THE POWER
FROM TIME TO TIME TO INTERPRET THE PLAN AND ANY SUB-PLAN, TO ADOPT, AMEND AND
RESCIND RULES, REGULATIONS AND PROCEDURES RELATING TO THE PLAN AND ANY SUB-PLAN,
TO MAKE, AMEND AND RESCIND DETERMINATIONS UNDER THE PLAN AND ANY SUB-PLAN AND TO
TAKE ALL OTHER ACTIONS THAT THE COMMITTEE SHALL DEEM NECESSARY OR APPROPRIATE
FOR THE IMPLEMENTATION AND ADMINISTRATION OF THE PLAN AND ANY SUB-PLAN.
ALL
INTERPRETATIONS, DETERMINATIONS AND OTHER ACTIONS BY THE COMMITTEE NOT REVOKED
OR MODIFIED BY THE BOARD OF DIRECTORS SHALL BE FINAL, CONCLUSIVE AND BINDING
UPON ALL PARTIES.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PLAN AND ANY
SUB-PLAN, THE TERMS OF THE SUB-PLAN SHALL GOVERN AND, WITH RESPECT TO SUB-PLANS
A-K, IN A MANNER CONSISTENT WITH SECTION 1 OF THE PLAN; PROVIDED, HOWEVER, THAT
SECTION 9(A) OF THE PLAN SHALL CONTROL OVER ANY INCONSISTENT PROVISION IN ANY OF
SUB-PLANS A-K OR AN AWARD AGREEMENT RELATED TO ANY OF SUB-PLANS A-K.
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11.
SECTION HEADINGS.
THE SECTION HEADINGS CONTAINED HEREIN ARE FOR THE
PURPOSE OF CONVENIENCE ONLY, AND IN THE EVENT OF ANY CONFLICT, THE TEXT OF THE
PLAN, RATHER THAN THE SECTION HEADINGS, SHALL CONTROL.
12.
GENDER, ETC.
IN INTERPRETING THE PLAN AND ANY SUB-PLAN, THE MASCULINE
GENDER SHALL INCLUDE THE FEMININE, THE NEUTRAL GENDER SHALL INCLUDE THE
MASCULINE OR FEMININE, AND THE SINGULAR SHALL INCLUDE THE PLURAL UNLESS THE
CONTEXT CLEARLY INDICATES OTHERWISE.
13.
INVALIDITY.
IF ANY TERM OR PROVISION CONTAINED HEREIN OR IN ANY AWARD
AGREEMENT EVIDENCING AN OPTION SHALL TO ANY EXTENT BE INVALID OR UNENFORCEABLE,
SUCH TERM OR PROVISION WILL BE RE-FORMED SO THAT IT IS VALID, AND SUCH
INVALIDITY OR UNENFORCEABILITY SHALL NOT AFFECT ANY OTHER PROVISION OR PART
THEREOF.
14.
EFFECTIVE DATE.
UPON APPROVAL BY THE SOLE SHAREHOLDER OF THE CORPORATION,
THE PLAN SHALL BECOME EFFECTIVE AS OF THE DISTRIBUTION DATE.
15.
APPLICABLE LAW.
THE PLAN, ANY SUB-PLAN, ANY AWARD AGREEMENT RELATED TO
ANY SUB-PLAN AND ALL ACTIONS TAKEN HEREUNDER OR THEREUNDER SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE WITHOUT
REGARD TO THE CONFLICT OF LAW PRINCIPLES THEREOF.
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