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condition precedent relating to the continued rendering of services in respect
of all or any specified percentage of the unvested portion of any final award,
as the Committee shall determine. To the extent such condition precedent is
waived, the Committee may accelerate the vesting of all or any specified
percentage of the unvested portion of any final award.
6(d). For purposes of this Plan, a qualifying leave of absence, determined
in accordance with procedures established by the Committee, shall not constitute
a termination of employment, except that a final award shall not vest during a
leave of absence granted an employee for government service.
7. Subject to paragraph 6, all final awards which have vested in accordance
with the provisions of this Plan shall be paid as soon as practicable following
the end of the related vesting period. If the Company shall have any unpaid
claim against an employee arising out of or in connection with the employee's
employment with the Company, such claim may be offset against awards under this
Plan. Such claim may include, but is not limited to, unpaid taxes or corporate
business credit card charges.
8. To the extent that any employee, former employee, or any other person
acquires a right to receive payments or distributions under this Plan, such
right shall be no greater than the right of a general unsecured creditor of the
Company. All payments and distributions to be made hereunder shall be paid from
the general assets of the Company. Nothing contained in this Plan, and no action
taken pursuant to its provisions, shall create or be construed to create a trust
of any kind or a fiduciary relationship between the Company and any employee,
former employee, or any other person.
9. The expenses of administering this Plan shall be borne by the Company.
10. Except as otherwise determined by the Committee, with the exception of
transfer by will or the laws of descent and distribution, no target or final
award shall be assignable or transferable and, during the lifetime of the
employee, any payment in respect of any final award shall be made only to the
employee. An employee shall designate a beneficiary or beneficiaries to receive
all or part of the amounts to be distributed to the employee under this Plan in
case of death. A designation of beneficiary may be replaced by a new designation
or may be revoked by the employee at any time. A designation or revocation shall
be on forms prescribed by and filed with the Secretary of the Committee. In case
of the employee's death, the amounts distributable to the employee under this
Plan with respect to which a designation of beneficiary has been made (to the
extent it is valid and enforceable under applicable law) shall be distributed in
accordance with this Plan to the designated beneficiary or beneficiaries. The
amount distributable on account of an employee's death that is not subject to
such a designation shall be distributed to the employee's estate or legal
representative. If there shall be any question as to the legal right of any
beneficiary to receive a distribution under this Plan, the amount in question
may be paid to the estate of the employee, in which event the Company shall have
no further liability to any party with respect to such amount.
11. Full power and authority to construe and interpret this Plan shall be
vested in the Committee. To the extent determined by the Committee,
administration of this Plan, including,
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