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Exhibit 10(a)(vii)
H. J. HEINZ COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
(AS AMENDED AND RESTATED)
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CONTENTS
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ARTICLE 1 EFFECTIVE DATE AND PURPOSE 1
ARTICLE 2 ADMINISTRATION 1
ARTICLE 3 ELIGIBILITY AND PARTICIPATION 2
ARTICLE 4 ELECTIVE DEFERRALS 3
ARTICLE 5 NONELECTIVE DEFERRALS 6
ARTICLE 6 DEFERRED COMPENSATION ACCOUNTS 8
ARTICLE 7 RIGHTS OF PARTICIPANTS 11
ARTICLE 8 WITHHOLDING OF TAXES 11
ARTICLE 9 AMENDMENT AND TERMINATION 11
ARTICLE 10 MISCELLANEOUS 12
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H. J. HEINZ COMPANY
EXECUTIVE DEFERRED COMPENSATION PLAN
ARTICLE 1. EFFECTIVE DATE AND PURPOSE
1.1 Effective Date. H. J. Heinz Company (the "Company") established the "H. J.
Heinz Company Executive Deferred Compensation Plan" (the "Plan") effective as of
June 8, 1994. The Plan was amended and restated effective as of January 1, 1998.
On September 12, 2000, the Plan was again amended and restated as described
herein.
1.2 Purpose. The Plan is a deferred compensation plan for key employees the
primary purpose of which is to provide certain key employees of the Company, its
subsidiaries, and affiliates with deferred cash awards and the opportunity to
voluntarily defer a portion of their compensation, in each case subject to the
terms of the Plan. By adopting the Plan, the Company desires to enhance its
ability to attract and retain employees of outstanding competence.
ARTICLE 2. ADMINISTRATION
2.1 The Committee. The Plan shall be administered by the Management Development
and Compensation Committee of the Board of Directors of the Company or any other
successor Committee appointed by the Board (the "Committee"). The members of the
Committee shall be appointed by, and shall serve at the discretion of, the
Board.
2.2 Authority of the Committee. Except as limited by law or by the Company's
Articles of Incorporation or Bylaws, and subject to the provisions herein, the
Committee shall have authority to select eligible employees of the Company for
participation in the Plan; determine the terms and conditions of each employee's
participation in the Plan; select the recipients of deferred cash awards and
determine the amounts and terms of such awards; interpret the Plan; establish,
amend, or waive rules and regulations for the Plan's administration; and,
subject to Article 8 herein, amend the terms and conditions of the Plan and any
agreement entered into under the Plan. Further, the Committee shall make all
other determination which may be necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate any of its
authority granted under the Plan to such other person or entity it deems
appropriate, including but not limited to, senior management of the Company.
2.3 Guidelines. Subject to the provisions herein, the Committee may adopt
written guidelines for the implementation and administration of the Plan.
2.4 Decisions Binding. All determinations and decisions of the Committee arising
under the Plan shall be final, binding, and conclusive upon all parties.
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ARTICLE 3. ELIGIBILITY AND PARTICIPATION
3.1 Eligibility. Subject to Section 3.2, Employees eligible to be selected to
participate in the Plan in any fiscal year of the Company (hereinafter, a
"Year") including full-time, salaried employees of the Company, its
subsidiaries, and affiliates who are key employees, as determined by the
Committee in its sole discretion.
3.2 Limitation on Eligibility. It is the intent of the Company that the Plan
qualify for treatment as a "top hat" plan under the Employee Retirement Income
Security Act of 1974, as amended from time to time, or any successor Act thereto
("ERISA"). Accordingly, to the extent required by ERISA to obtain such "top hat"
treatment, eligibility shall be extended only to those executives who comprise a
select group of management or highly compensated employees. Further, the
Committee may place such additional limitations on eligibility as it deems
necessary and appropriate under the circumstances.
3.3 Participation. Participation in the Plan shall be determined annually by the
Committee based upon the criteria set forth in Sections 3.1 and 3.2 herein. An
employee who is chosen to participate in the Plan in any Year (a "Participant")
shall be so notified in writing. In the event a Participant selected to
participate in the Plan on an elective basis no longer meets the criteria for
participation, such Participant shall become an inactive Participant, retaining
all the rights described under the Plan, except the right to make any further
deferrals, until such time that the Participant again becomes an active
Participant.
3.4 Partial Year Eligibility. In the event that an employee first becomes
eligible to participate in the Plan on an elective basis during a Year, such
employee shall, within thirty (30) calendar days of becoming eligible, be
notified by the Company of his or her eligibility to participate, and the
Company shall provide each such employee with an Election Form, which must be
completed by the employee as provided in Section 4.2 herein.
3.5 No Right to Participate. No employee shall have the right to be selected as
a Participant, or having been so selected for any given Year, to be selected
again as a Participant for any other Year.
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ARTICLE 4. ELECTIVE DEFERRALS
4.1 Amount Which May Be Deferred. A Participant may elect to defer, in any Year,
up to one hundred percent (100%) of eligible components of Compensation,
including, but not limited to, Salary, Bonus, Long-Term Awards and Discretionary
Awards, all as defined herein; provided, however, that the Committee shall have
sole discretion to designate which components of Compensation are eligible for
deferral elections under the Plan in any given Year. In addition, the Committee
may, in its sole discretion, designate the minimum amount or increments of any
single eligible component of Compensation which may be deferred in any Year or
establish any other limitations as it deems appropriate in any Year. The
following definitions shall apply for purposes of this Plan:
(a) "Salary" means all regular, basic wages, before reduction for
amounts deferred pursuant to the Plan or any other plan of the Company,
payable in cash to a Participant for services to be rendered, exclusive
of any Bonus, Long-Term Awards, other special fees, awards, or
incentive compensation, allowances, or amounts designated by the
Company as payment toward or reimbursement of expenses.
(b) "Bonus" means any incentive award based on an assessment of
performance, payable by the Company to a Participant with respect to
the Participant's services during a Year, including, but not limited
to, amounts awarded under the Company's Incentive Compensation Plan;
provided, however, that for purposes of the Plan, "Bonus" shall not
include incentive awards which relate to a period exceeding one (1)
Year.
(c) "Long-Term Award" means any cash award payable to a Participant
pursuant to a Company program which establishes incentive award
opportunities which are contingent upon performance which is measured
over periods greater than one (1) Year.
(d) "Discretionary Award" means any cash award payable to a Participant
not described above.
(e) "Compensation" means the gross Salary, Bonus, Long-Term Awards,
Discretionary Awards, and any other payments eligible for deferral
under the Plan, which are payable to a Participant with respect to
services performed during a Year.
4.2 Time of Deferral Election. An election to defer a component of Compensation
permitted by the Committee to be deferred by a Participant under the Plan shall
be given effect in accordance with the following timing rules:
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(a) An election to defer Salary shall apply only to Salary which is
earned for payroll periods beginning after a properly executed Election
Form has been filed with the Committee.
(b) An election to defer Bonus for any Year shall apply only if a
properly executed Election Form has been filed with the Committee
before the end of the calendar year ending within such Year.
(c) An election to defer "Long-Term Award" must be made on or before
the end of the Year preceding the final Year of the applicable
multi-year award period.
4.3 Content of Deferral Election. All deferral elections shall be irrevocable,
and shall be made on an Election Form, as described herein. Participants shall
make following irrevocable elections on each Election Form:
(a) The amount to be deferred with respect to each eligible component
of Compensation for the Year,
(b) The length of the deferral period with respect to each eligible
component of Compensation, pursuant to the terms of Section 4.4 herein;
and
(c) The form of payment to be made to the Participant at the end of the
deferral period(s), pursuant to the terms of Section 4.5 herein.
Notwithstanding the amounts requested to be deferred pursuant to Subparagraph
(a) above, the limits on deferrals determined under Section 4.1 herein shall
apply to the requested deferrals each Year.
4.4 Length of Deferral. The deferral periods elected by each Participant with
respect to deferrals of Compensation for any Year shall be at least equal to one
(1) year following the end of the Year in which the Compensation is earned, and
shall be no greater than the date of retirement or other termination of
employment, whichever is earlier. However, notwithstanding the deferral periods
elected by a Participant pursuant to Section 4.3(b) or the form of payment in
effect under Section 4.3(c), payment of deferred amounts and accumulated
interest thereon may be made to the Participant in a single lump sum in the
event the Participant's employment with the Company is terminated by reason of
death or, at the election of the Participant, total disability, as defined in
the Company's Long-Term Disability Plan, at any time prior to full payment of
deferred amounts and interest thereon. Such payment shall be made immediately
following termination of the Participant's employment, or as soon thereafter as
practicable.
4.5 Payment of Deferred Amounts. Participants shall be entitled to elect to
receive payment of deferred amounts, together with interest earned thereon, at
the end of the
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deferral period in a single lump sum cash payment, by means of installments, or
in such other format approved by the Committee.
(a) Lump Sum Payment. Such payment shall be made in cash within thirty
(30) calendar days of the date specified by the Participant as the date
for payment of deferred Compensation as described in Section 4.3 and
4.4 hereof, or as soon thereafter as practicable.
(b) Installment Payments. Participants may elect payout in
installments, with a minimum number of installments of two (2) and a
maximum of ten (10). The initial payment shall be made in cash within
thirty (30) calendar days after the commencement date selected by the
Participant pursuant to Sections 4.3 and 4.4 hereof, or as soon
thereafter as practicable. The remaining installment payments shall be
made in cash each year thereafter, until the Participant's entire
deferred compensation account has been paid. Earnings shall accrue on
the deferred amounts in the Participant's deferred compensation
account, as provided in Section 6.2 of this Plan. The amount of each
installment payment shall be equal to the balance remaining in the
Participant's deferred compensation account immediately prior to each
such payment, multiplied by a fraction, the numerator of which is one
(1), and the denominator of which is the number of installment payments
remaining.
(c) Alternative Payment Schedule. A Participant may submit an alternate
payment schedule to the Committee for approval; provided, however, that
no such alternate payment schedule shall be permitted unless approved
by the Committee.
4.6 Financial Hardship. The Committee shall have the authority to alter the
timing or manner of payment of deferred amounts in the event that the
Participant establishes, to the satisfaction of the Committee, severe financial
hardship. In such event, the Committee may, in its sole discretion:
(a) Authorize the cessation of deferrals by such Participant under the
Plan, or
(b) Provide that all or a portion of the amount previously deferred by
the Participant shall immediately be paid in a lump-sum cash payment;
or
(c) Provide that all or a portion of the installments payable over a
period of time shall immediately be paid in a lump-sum cash payment; or
(d) Provide for such other installment payment schedule as deemed
appropriate by the Committee under the circumstances.
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For purposes of this Section 4.6, "severe financial hardship" shall be
determined by the Committee, in its sole discretion, in accordance with all
applicable laws. The Committee's decision with respect to the severity of
financial hardship and the manner in which, if at all, the Participant's future
deferral opportunities shall be ceased, and/or the manner in which, if at all,
the payment of deferred amounts of the Participant shall be altered or modified
shall be final, conclusive, and not subject to appeal. Earnings will be credited
in accordance with Article 6 up to the date of distribution.
ARTICLE 5. NONELECTIVE DEFERRALS
5.1 Deferred Cash Awards. The Committee may, at its discretion during any Year,
make deferred cash awards on behalf of designated Participants, subject to the
vesting as provided under Section 5.3, in amounts in the aggregate not to exceed
50% of the total amounts awarded under the Company's Incentive Compensation Plan
during the prior Year.
5.2 Deferred Period. The period of time during which each such award shall be
deferred shall be as specified by the Committee.
5.3 Vesting Requirements. The Committee at the time of granting a deferred cash
award under this Article 5 may, at its discretion, impose vesting requirements
with respect to such award pursuant to which all or a portion of such award may
be forfeited under conditions specified by the Committee. Notwithstanding the
imposition of vesting requirements with respect to any award, the entire amount
of such award and any additions thereto pursuant to Section 6.5 shall become
100% vested and nonforfeitable upon the occurrence of a Change in Control as
defined in Section 5.4.
5.4 Change in Control. The term "Change in Control" shall mean any of the
following events:
(a) An acquisition (other than directly from the Company) of any voting
securities of the Company (the "Voting Securities") by any "Person" (as
the term person is used for purposes of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
immediately after which such Person has "Beneficial Ownership" (within
the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of the combined voting power of the Company's then outstanding
Voting Securities; provided, however, that in determining whether a
Change in Control has occurred, Voting Securities which are acquired in
a "Non-Control Acquisition" (as hereinafter defined) shall not
constitute an acquisition which would cause a Change in Control. A
"Non-Control Acquisition" shall mean an acquisition by (i) an employee
benefit plan (or a trust forming a part thereof) maintained by the
Company or by any Subsidiary (as hereinafter defined) (ii) the Company
or any Subsidiary, or (iii) any Person in connection with a transaction
described in paragraph (c) below.
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"Subsidiary" shall mean any corporation with respect to which the
Company owns, directly or indirectly through a Subsidiary, at least 50%
of the total combined voting power of all classes of stock.
(b) The individuals who, as of May 1, 2000, are members of the Board of
Directors of the Company (the "Incumbent Board"), cease for any reason
to constitute at least two-thirds of the Board of Directors; provided,
however, that if the election, or nomination for election by the
Company's shareholders, of any new director was approved by a vote of
at least two-thirds of the Incumbent Board, such new director shall,
for purposes of this Plan, be considered as a member of the Incumbent
Board; provided, further, however, that no individual shall be
considered a member of the Incumbent Board if such individual initially
assumed office as a result of either an actual or threatened "Election
Consent" (as described in Rule 14a-11 promulgated under the Exchange
Act) or other actual or threatened solicitation of proxies or consents
by or on behalf of a Person other than the Board of Directors (a "Proxy
Contest") including by reason of any agreement intended to avoid or
settle any Election Contest or Proxy Contest;
(c) A merger, consolidation or reorganization involving the Company or
a Subsidiary, unless
(1) the Voting Securities of the Company, immediately before
such merger, consolidation or reorganization, continue
immediately following such merger, consolidation or
reorganization to represent, either by remaining outstanding
or by being converted into voting securities of the surviving
corporation resulting from such merger, consolidation or
reorganization or its parent (the "Surviving Corporation"), at
least 60% of the combined voting power of the outstanding
voting securities of the Surviving Corporation;
(2) the individuals who were members of the Incumbent Board
immediately before the execution of the agreement providing
for such merger, consolidation or reorganization constitute
more than one-half of the members of the board of directors of
the Surviving Corporation; and
(3) no person (other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part thereof)
maintained by the Company, the Surviving Corporation or any
Subsidiary, or any Person who, immediately before such merger,
consolidation or reorganization had Beneficial Ownership of
15% or more of the then outstanding Voting Securities) has
Beneficial Ownership of 15% or more of the combined voting
power of the Surviving Corporation's then outstanding voting
securities.
(4) A complete liquidation or dissolution of the Company; or
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(5) Approval by stockholders of the Company of an agreement
for the sale or other disposition of all or substantially all
of the assets of the Company to any Person (other than a
transfer to a Subsidiary).
Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any Person (the "Subject Person") acquired Beneficial Ownership
of more than the permitted amount of the outstanding Voting Securities as a
result of the acquisition of Voting Securities by the Company which, by reducing
the number of Voting Securities outstanding, increases the proportional number
of shares Beneficially Owned by the Subject Person, provided that if a Change in
Control would occur (but for the operation of this sentence) as a result of the
acquisition of Voting Securities by the Company, and after such share
acquisition by the Company the Subject Person becomes the Beneficial Owner of
any additional voting Securities which increases the percentage of the then
outstanding Voting Securities Beneficially Owned by the Subject Person, then a
Change in Control shall occur.
ARTICLE 6. DEFERRED COMPENSATION ACCOUNTS
6.1 Participant Accounts. The Company shall establish and maintain an individual
bookkeeping account ("Participant Account") in the name of each Participant by
or on behalf of whom deferrals have been made under Article 4 or Article 5
hereof. Each Participant Account shall have a subaccount (the "Elective
Account") for elective deferrals under Article 4 which shall be credited with
each amount deferred under Article 4 as of the date that such amount otherwise
would have become due and payable to the Participant. Each Participant Account
established for a Participant on whose behalf an award has been made under
Article 5 shall have a separate subaccount ("Nonelective Account") which shall
be credited with each such award as of the effective date of such award as
determined by the Committee.
6.2 Earnings. The Participant's Elective Account shall be credited with earnings
commencing on the date the Elective Account first has a positive balance. The
earnings credit shall be based on the performance of the hypothetical
investments described in Section 6.3 made available by the Committee from time
to time, as selected by the Participant in accordance with the rules of Section
6.4. The value of the deferred compensation benefits paid under this Plan shall
depend on the earnings credited to the Elective Account, based on the
Participant's selections from among the investment alternatives. There shall be
no guaranteed rate of return on the Elective Account under this Plan. Nothing
contained herein shall require the Company to invest the deferred amounts in any
actual investments. Earnings credited on deferred amounts shall be paid out to
Participants at the same time and in the same manner as the underlying deferred
amounts.
6.3 Hypothetical Investment Choices. The Committee from time to time may make
available any or all of the following hypothetical investments:
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(a) Interest-Bearing Cash Account. A Participant's Elective Account
shall be credited on the last day of each calendar quarter, with
interest computed on the average balance in the Account during such
quarter at the rate selected by the Committee and announced to
Participants from time to time.
(b) H.J. Heinz Capital Stock Account. Amounts credited to the
Participant's Elective Account shall be restated in the form of "stock
units" and adjusted from time to time in accordance with the following
rules:
(1) The number of units initially credited shall be determined
by dividing the dollar amount to be credited to the Account by
a unit value equal to the average of the high and the low
trading price of one share of the Company's common stock on
the day that the Compensation would have been paid but for the
deferral, except that in the case of a deferral of any "Bonus"
or "Long-Term Award" as defined in Section 4.1(b) and (c)
respectively, such day shall be the day the Committee approves
the amount of the award.
(2) The Participant's Elective Account will also be credited
with additional units equal to the dollar amount of dividends
paid from time to time during the deferral period on a number
of shares of the Company's common stock equal to the number of
units then credited to the Participant's Elective Account
divided by a unit value equal to the average of the high and
the low trading price of one share of the Company's common
stock on the day the dividend is paid.
(3) In the event of any change in the outstanding shares of
the Company's common stock by reason of any stock dividend or
split, recapitalization, merger, consolidation, spin-off,
reorganization, combination or exchange of shares or other
similar corporate change, then an equitable equivalent
adjustment shall be made in the stock units credited to the
Elective Accounts under the Plan.
(4) When payment of a Participant's Elective Account occurs,
the portion thereof which is represented by stock units shall
be payable, unless the recipient elects payment in cash, by
transferring to the Participant or beneficiary a number of
shares of the Company's common stock equal to the number of
whole units then distributable from the Participant's Elective
Account, with cash in lieu of fractional units.
(c) Phantom Investment Alternatives. Each Phantom Investment
Alternative is a phantom investment opportunity based on a publicly
traded mutual fund or quoted benchmark such as the NASDAQ Combined
Composite Index or the S&P 500 Index. The Committee will name the
investment choices available under the
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Phantom Investment Alternatives from time to time. The portion of a
Participant's Elective Account allocated to the Phantom Investment
Alternatives will be credited with earnings based on the investment
performance as periodically reported by the proxy mutual funds or
quoted benchmarks using unit accounting as if the Participant's
deferred amounts had been invested in those portfolios. The accounting
for additions to Phantom Investment Alternatives or redemptions
therefrom shall be similarly based on unit accounting as of the date of
the transaction.
6.4 Selection and Reallocation of Hypothetical Investment Choices. Investment
choices may be made or changed in accordance with the following rules:
(a) A Participant shall designate on his Election Form the percentage
of each deferred amount which shall be allocated to each available
investment choice. In default of a complete designation, the
Participant's Elective Account (or the undesignated portion thereof)
shall be credited with earnings in accordance with Section 6.2.
(b) The Participant may request a change in the allocation of
previously deferred portions of his Elective Account among the various
investment alternatives. Such changes may be made not more frequently
than once during any calendar month and, to the extent administratively
practical, will become effective as of the first day of the next
calendar month following the Participant's request provided the request
is filed at least 5 business days before the end of the month. The
Participant may also change the allocation which shall apply to any new
deferral amounts and matching additions under the same rules.
6.5 Additions to Nonelective Accounts. The Participant's Nonelective Account
shall be credited with earnings, commencing on the date the Nonelective Account
first has a positive balance, at the interest rate specified in accordance with
Section 6.3(a).
6.6 Charges Against Accounts. There shall be charged against each Participant's
deferred compensation account any payments made to the Participant or to his or
her beneficiary.
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ARTICLE 7. RIGHTS OF PARTICIPANTS
7.1 Contractual Obligation. The Plan shall create a contractual obligation on
the part of the Company to make payments from the Participant Accounts when due.
Payment of account balances shall be made out of the general funds of the
Company.
7.2 Unsecured Interest. No Participant or party claiming an interest in amounts
deferred by or on behalf of a Participant, including any earnings thereon, shall
have any interest whatsoever in any specific asset of the Company. To the extent
that any party acquires a right to receive payments under the Plan, such right
shall be equivalent to that of an unsecured general creditor of the Company.
7.3 Authorization for Trust. The Company may, but shall not be required to,
establish one or more trusts, with such trustee as the Committee may approve,
for the purpose of providing for the payment of deferred amounts. Such trust or
trusts may be irrevocable, but the assets thereof shall be subject to the claims
of the Company's creditors. To the extent any amounts deferred under the Plan
are actually paid from any such trust, the Company shall have no further
obligation with respect thereto, but to the extent not so paid, such deferred
amounts shall remain the obligation of, and shall be paid by, the Company.
7.4 Employment. Nothing in the Plan shall interfere with nor limit, in any way
the right of the Company to terminate any Participant's employment at any time,
nor confer upon any Participant any right to continue in the employ of the
Company.
ARTICLE 8. WITHHOLDING OF TAXES
The Company shall have the right to require Participants to remit to the Company
an amount sufficient to satisfy any withholding tax requirements or to deduct
from all payments made pursuant to the Plan amounts sufficient to satisfy
withholding tax requirements.
ARTICLE 9. AMENDMENT AND TERMINATION
The Company hereby reserves the right to amend, modify, or terminate the Plan at
any time by action of the Committee. Except as described below in Section 10.5,
no such amendment or termination shall in any material manner adversely affect
any Participant's rights to amounts previously deferred hereunder, or earnings
thereon, without the consent of the Participant.
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ARTICLE 10. MISCELLANEOUS
10.1 Notice. Any notice or filing required or permitted to be given to the
Company under the Plan shall be sufficient if in writing and hand delivered, or
sent by registered or certified mail to the Senior Vice President and Chief
Administrative Officer of the Company. Such notice if mailed shall be addressed
to the principal executive offices of the Company. Notice mailed to a
Participant shall be at such address as is given in the records of the Company.
Notices shall be deemed given as of the date of delivery or, if delivery is made
by mail, as of the date shown on the postmark on the receipt for registration or
certification.
10.2 Nontransferability. Participant's rights to deferred amounts,
contributions, and earnings credited thereon under the Plan may not be sold,
transferred, assigned, or otherwise alienated or hypothecated, other than by
will or by the laws of descent and distribution. In no event shall the Company
make any payment under the Plan to any assignee or creditor of a Participant.
10.3 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect the
remaining parts of the Plan, and the Plan shall be construed and enforced as if
the illegal or invalid provision had not been included.
10.4 Costs of the Plan. All costs of implementing and administering the Plan
shall be borne by the Company.
10.5 Status under ERISA. The Plan is intended to be an unfunded plan which is
maintained primarily to provide deferred compensation benefits for a select
group of "management or highly compensated employees" within the meaning of
Sections 201, 301, and 401 of ERISA, and to therefore be exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA. Accordingly, the Committee
may terminate the Plan and commence termination payout for all or certain
Participants, or remove certain employees as Participants, if it is determined
by the United States Department of Labor or a court of competent jurisdiction
that the Plan constitutes an employee pension plan within the meaning of Section
3(2) of ERISA which is not so exempt. Payout of Elective Accounts shall be made
in the manner selected by each Participant under Section 4.5 herein as
applicable, and payout of Nonelective Accounts shall be made as specified by the
Committee.
10.6 Applicable Law. The Plan shall be governed by and construed in accordance
with the laws of the Commonwealth of Pennsylvania.
10.7 Successors. All obligations of the Company under the Plan shall be binding
on any successor to the Company, whether the existence of such successor is the
result of a direct or indirect purchase, merger, consolidation, or otherwise, of
all or substantially all of the business and/or assets of the Company.
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