OPTIONS OR OTHER BENEFITS WHICH MAY BE
OWED TO A PARTICIPANT UPON OR FOLLOWING TERMINATION, INCLUDING BUT NOT LIMITED
TO ACCRUED PAID TIME OFF, AMOUNTS OR BENEFITS PAYABLE UNDER ANY BONUS OR OTHER
COMPENSATION PLANS, STOCK OPTION PLAN, STOCK OWNERSHIP PLAN, STOCK PURCHASE
PLAN, LIFE INSURANCE PLAN, HEALTH PLAN, DISABILITY PLAN OR SIMILAR OR SUCCESSOR
PLAN.
NOTWITHSTANDING THE FOREGOING, IF THE PARTICIPANT RECEIVES PAYMENTS AND
BENEFITS PURSUANT TO SECTION 4(A) OF THIS PLAN, THE PARTICIPANT SHALL NOT BE
ENTITLED TO ANY SEVERANCE PAY OR BENEFITS UNDER ANY SEVERANCE PLAN, PROGRAM OR
POLICY OF THE COMPANY AND THE AFFILIATED COMPANIES, UNLESS OTHERWISE
SPECIFICALLY PROVIDED THEREIN IN A SPECIFIC REFERENCE TO THIS PLAN.
7.
CONTROLLING LAW.
THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT
REFERENCE TO PRINCIPLES OF CONFLICT OF LAWS.
8.
AMENDMENTS; TERMINATION.
THE COMPANY RESERVES THE RIGHT TO
AMEND, MODIFY, SUSPEND OR TERMINATE THE PLAN HEREUNDER AT ANY TIME BY ACTION OF
A MAJORITY OF THE COMMITTEE; PROVIDED THAT NO SUCH AMENDMENT, MODIFICATION,
SUSPENSION OR TERMINATION THAT HAS THE EFFECT OF REDUCING OR DIMINISHING THE
RIGHTS OF ANY PARTICIPANT SHALL BE EFFECTIVE UNTIL THE APPLICABLE CUTBACK
EFFECTIVE DATE (AS DEFINED IN THE NEXT SENTENCE), EXCEPT MODIFICATIONS TO COMPLY
WITH LEGAL REQUIREMENTS, INCLUDING, WITHOUT LIMITATION SECTION 409A OF THE
INTERNAL REVENUE CODE.
INITIALLY, THE CUTBACK EFFECTIVE DATE SHALL BE
DECEMBER 31, 2010; PROVIDED THAT COMMENCING ON DECEMBER 31, 2009, AND ON EACH
ANNUAL ANNIVERSARY THEREOF (EACH OF DECEMBER 31, 2009 AND EACH ANNUAL
ANNIVERSARY THEREOF SHALL BE HEREINAFTER REFERRED TO AS THE "RENEWAL DATE"), THE
CUTBACK EFFECTIVE DATE SHALL BE EXTENDED UNTIL THE SECOND ANNIVERSARY OF SUCH
RENEWAL DATE, UNLESS AT LEAST 60 DAYS PRIOR TO SUCH RENEWAL DATE, THE COMPANY
SHALL HAVE GIVEN NOTICE TO THE PARTICIPANTS THAT THE CUTBACK EFFECTIVE DATE WILL
NOT BE SO RENEWED.
9.
ASSIGNMENT.
THE COMPANY SHALL REQUIRE ANY CORPORATION, ENTITY,
INDIVIDUAL OR OTHER PERSON WHO IS THE SUCCESSOR (WHETHER DIRECT OR INDIRECT BY
PURCHASE, MERGER, CONSOLIDATION, REORGANIZATION OR OTHERWISE) TO ALL OR
SUBSTANTIALLY ALL THE BUSINESS AND/OR ASSETS OF THE COMPANY TO EXPRESSLY ASSUME
AND AGREE TO PERFORM, BY A WRITTEN AGREEMENT IN FORM AND IN SUBSTANCE
SATISFACTORY TO THE COMPANY, ALL OF THE OBLIGATIONS OF THE COMPANY UNDER THIS
PLAN.
AS USED IN THIS PLAN, THE TERM "COMPANY" SHALL MEAN THE COMPANY AS
HEREINBEFORE DEFINED AND ANY SUCCESSOR TO ITS BUSINESS AND/OR ASSETS AS
AFORESAID WHICH ASSUMES AND AGREES TO PERFORM THIS PLAN BY OPERATION OF LAW,
WRITTEN AGREEMENT OR OTHERWISE.
IT IS A CONDITION OF THIS PLAN, AND ALL RIGHTS
OF EACH PERSON ELIGIBLE TO RECEIVE BENEFITS UNDER THIS PLAN SHALL BE SUBJECT
HERETO, THAT NO RIGHT OR INTEREST OF ANY SUCH PERSON IN THIS PLAN SHALL BE
ASSIGNABLE OR TRANSFERABLE IN WHOLE OR IN PART, EXCEPT BY OPERATION OF LAW,
INCLUDING, BUT NOT BY WAY OF LIMITATION, LAWFUL EXECUTION, LEVY, GARNISHMENT,
ATTACHMENT, PLEDGE, BANKRUPTCY, ALIMONY, CHILD SUPPORT OR QUALIFIED DOMESTIC
RELATIONS ORDER.
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10.
WITHHOLDING.
THE COMPANY MAY WITHHOLD