known address of the Participant.
13.12.
SUCCESSORS.
THE PROVISIONS OF THE PLAN SHALL BIND AND INURE TO THE
BENEFIT OF THE COMPANY AND ITS SUCCESSORS AND ASSIGNS AND THE PARTICIPANT AND
THE PARTICIPANT'S BENEFICIARIES.
13.13.
SPOUSE'S INTEREST.
THE INTEREST IN THE BENEFITS HEREUNDER OF A
SPOUSE OF A PARTICIPANT WHO HAS PREDECEASED THE PARTICIPANT SHALL AUTOMATICALLY
PASS TO THE PARTICIPANT AND SHALL NOT BE TRANSFERABLE BY SUCH SPOUSE IN ANY
MANNER, INCLUDING BUT NOT LIMITED TO SUCH SPOUSE'S WILL, NOR SHALL SUCH INTEREST
PASS UNDER THE LAWS OF INTESTATE SUCCESSION.
13.14.
VALIDITY.
IN CASE ANY PROVISION OF THE PLAN SHALL BE ILLEGAL OR
INVALID FOR ANY REASON, SAID ILLEGALITY OR INVALIDITY SHALL NOT AFFECT THE
REMAINING PARTS HEREOF, BUT THE PLAN SHALL BE CONSTRUED AND ENFORCED AS IF SUCH
ILLEGAL OR INVALID PROVISION HAD NEVER BEEN INSERTED HEREIN.
13.15.
INCOMPETENT.
IF THE COMMITTEE DETERMINES IN ITS DISCRETION THAT A
BENEFIT UNDER THE PLAN IS TO BE PAID TO A MINOR, A PERSON DECLARED INCOMPETENT
OR TO A PERSON INCAPABLE OF HANDLING THE DISPOSITION OF THAT PERSON'S PROPERTY,
THE COMMITTEE MAY DIRECT PAYMENT OF SUCH BENEFIT TO THE GUARDIAN, LEGAL
REPRESENTATIVE OR PERSON HAVING THE CARE AND CUSTODY OF SUCH MINOR, INCOMPETENT
OR INCAPABLE PERSON.
THE COMMITTEE MAY REQUIRE PROOF OF MINORITY, INCOMPETENCE,
INCAPACITY OR GUARDIANSHIP, AS IT MAY DEEM APPROPRIATE PRIOR TO DISTRIBUTION OF
THE BENEFIT.
ANY PAYMENT OF A BENEFIT SHALL BE A PAYMENT FOR THE ACCOUNT OF THE
PARTICIPANT AND THE PARTICIPANT'S BENEFICIARY, AS THE CASE MAY BE, AND SHALL BE
A COMPLETE DISCHARGE OF ANY COMPANY LIABILITY UNDER THE PLAN FOR SUCH PAYMENT
AMOUNT.
13.16.
LEGAL FEES TO ENFORCE RIGHTS AFTER CHANGE IN CONTROL.
THE COMPANY
IS AWARE THAT UPON THE OCCURRENCE OF A CHANGE IN CONTROL, THE BOARD (WHICH MIGHT
THEN BE COMPOSED OF NEW MEMBERS) OR A STOCKHOLDER OF THE COMPANY, OR OF ANY
SUCCESSOR CORPORATION MIGHT THEN CAUSE OR ATTEMPT TO CAUSE THE COMPANY OR SUCH
SUCCESSOR TO REFUSE TO COMPLY WITH ITS OBLIGATIONS UNDER THE PLAN AND MIGHT
CAUSE OR ATTEMPT TO CAUSE THE COMPANY TO INSTITUTE, OR MAY INSTITUTE,
ARBITRATION OR LITIGATION SEEKING TO DENY PARTICIPANTS THE BENEFITS INTENDED
UNDER THE PLAN.
IN
19
THESE CIRCUMSTANCES, THE PURPOSE OF THE PLAN COULD BE FRUSTRATED.
ACCORDINGLY,
IF, FOLLOWING A CHANGE IN CONTROL, IT SHOULD APPEAR TO ANY PARTICIPANT THAT THE
COMPANY OR ANY SUCCESSOR CORPORATION HAS FAILED TO COMPLY WITH ANY OF ITS
OBLIGATIONS UNDER THE PLAN OR ANY AGREEMENT THEREUNDER, OR IF THE COMPANY OR ANY
OTHER PERSON TAKES ANY ACTION TO DECLARE THE PLAN VOID OR UNENFORCEABLE OR
INSTITUTES ANY ARBITRATION, LITIGATION OR OTHER LEGAL ACTION DESIGNED TO DENY,
DIMINISH OR TO RECOVER FROM ANY PARTICIPANT THE BENEFITS INTENDED TO BE
PROVIDED, THEN THE COMPANY IRREVOCABLY AUTHORIZE SUCH PARTICIPANT TO RETAIN
COUNSEL OF HIS OR HER CHOICE AT THE EXPENSE OF THE COMPANY TO REPRESENT SUCH
PARTICIPANT IN CONNECTION WITH THE INITIATION OR DEFENSE OF ANY ARBITRATION,
LITIGATION OR OTHER LEGAL ACTION, WHETHER BY OR AGAINST THE COMPANY OR ANY