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EXHIBIT 10.4
MELITA INTERNATIONAL CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
1. PURPOSE.
The Melita International Corporation Employee Stock Purchase Plan (the
"Plan") is intended to encourage employee stock ownership by offering employees
of Melita International Corporation (the "Company") and its subsidiaries
Purchase Rights (as such term is defined in Section 2) to purchase shares of
Common Stock. The Plan is intended to operate as a bifurcated plan, providing
benefits as an "employee stock purchase plan" as defined in Section 423 of the
Internal Revenue Code of 1986, as amended ("Code"), to those employees eligible
to participate in and receive benefits under such a plan, and providing similar
benefits through an employee stock purchase plan not intended to satisfy Code
Section 423 to eligible employees who may not benefit under a plan satisfying
Code Section 423. The provisions of the Plan shall, accordingly, be construed
so as to comply with the requirements of Section 423 of the Code, whenever
possible.
2. DEFINITIONS.
"BASE PAY" means regular straight-time and overtime earnings received from
the Company, excluding payments for incentive compensation, bonuses and other
special payments.
"BOARD" mean the Board of Directors of the Company.
"COMMITTEE" means the Board or, if designated by the Board, the
Compensation Committee of the Board or any other committee which may be so
designated.
"COMMON STOCK" or "STOCK" means the Common Stock, par value $.001 per
share, of Harbinger Corporation, and any other stock or securities (including
any other share or securities of an entity other than Harbinger Corporation)
for or into which the outstanding shares of such stock are hereinafter
exchanged or changed.
"COMPANY" means Melita International Corporation.
"CUSTODIAN" means Smith Barney, Inc., whose address is 388 Greenwich
Street, 28th Floor, New York, New York 10013, or such other person as the
Committee shall designate from time to time.
"EFFECTIVE DATE" means the date of effectiveness of the Company's
registration statement under the Securities Act of 1933 related to the
Company's initial public offering, or such other date set by the Board for the
Plan to become effective. The Effective Date shall be subject to shareholder
approval pursuant to Section 17.
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"EXERCISE DATE" means the last day of a Purchase Period (as such term is
defined in Section 4(b) hereof), on which date all Participants' outstanding
Purchase Rights will automatically be exercised.
"FAIR MARKET VALUE" of each share of Common Stock on any date means the
price determined below on the last business day immediately preceding the date
of valuation:
(a) The closing sales price per share of the Common Stock, regular
way, or in the absence thereof the mean of the last reported bid and asked
quotations, on such date on the exchange having the greatest volume of trading
in the Common Stock during the thirty-day period preceding such date (or if
such exchange was not open for trading on such date, the next preceding date on
which it was open); or
(b) If there is no price as specified in (a), the final reported
sales price per share of the Common Stock, or if not reported, the mean of the
closing high bid and low asked prices in the over-the-counter market for the
Common Stock as reported by the National Association of Securities Dealers
Automatic Quotation System, or if not so reported, then as reported by the
National Quotation Bureau Incorporated, or if such organization is not in
existence, by an organization providing similar services, on such date (or if
such date is not a date for which such system or organization generally
provides reports, then on the next preceding date for which it does so); or
(c) If there also is no price as specified in (b), the price per
share of the Common Stock determined by the Board by reference to bid-and-asked
quotations for the Common Stock provided by members of an association of
brokers and dealers registered pursuant to Subsection 15(b) of the Exchange
Act, which members make a market in the Common Stock, for such recent dates as
the Board shall determine to be appropriate for fairly determining current
market value; or
(d) If there also is no price as specified in (c), an amount per
share of the Common Stock determined in good faith by the Board to be the price
at which the Committee acting in good faith determines through any reasonable
valuation method that a share of the Common Stock might change hands between a
willing buyer and a willing seller, neither being under any compulsion to buy
or to sell and both having reasonable knowledge of the relevant facts. The Fair
Market Value may be based on the most recent valuation of the Company performed
by the Company's auditors or by other professionals retained to value the
Company.
"NASDAQ" means the National Association of Securities Dealers Automated
Quotation System.
"PARTICIPANT" means an employee of the Company or of a parent or
subsidiary of the Company who has enrolled in the Plan by completing a
Participation Form (as such term is defined in Section 5 hereof) with the Plan
Administrator. For purposes of the Plan, a parent means a company which owns a
majority interest in the Company and effectively controls the Company, and a
subsidiary means a company in which the Company owns a majority interest and
which the Company effectively controls. For purposes of employees participating
in the
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portion of the Plan satisfying Code Section 423, the terms parent and
subsidiary have the meanings set forth in Code Sections 424(e) and (f),
respectively.
"PLAN ADMINISTRATOR" means the Director of Human Resources of the Company,
or any such other person so designated by the Committee.
"PURCHASE PERIOD" means a semi-annual period as defined in Section 4(b)
hereof.
"PURCHASE RIGHT" means a Participant's option to purchase shares of Common
Stock that is deemed to be granted to a Participant during a Purchase Period
pursuant to Section 7.
"SECTION 16(B) INSIDER" means those persons subject to the requirements of
Section 16(b) of the Securities Exchange Act of 1934, as amended.
"TRADING DAY" refers to a day during which the NASDAQ National Market
System is available for trading shares of Common Stock.
3. ELIGIBILITY.
(a) Participation in the Plan is voluntary. All full-time employees of the
Company, including officers and directors who are full-time employees but who
are not members of the Committee, who have completed at least six (6) months of
continuous service with the Company are eligible to participate in the Plan.
The employee's entry date in the Plan shall be the first day of the Purchase
Period immediately following the date the employee has satisfied the
eligibility provisions. Full-time employees mean those employees who work at
least twenty (20) hours per week and for more than nine (9) months in any
calendar year.
(b) Notwithstanding any provision of the Plan to the contrary, no employee
may participate in that part of the Plan which is intended to satisfy Code
Section 423 if prior to the grant of Purchase Rights or if following a grant of
Purchase Rights under the Plan, the employee would own, directly or by
attribution, stock, Purchase Rights or other stock options to purchase stock
representing five percent (5%) or more of the total combined voting power or
value of all classes of the Company's stock as defined in Code Section
423(b)(3).
(c) Subject to committee approval, any employees of a company or other
entity which is acquired directly or indirectly by the Company (whether by
merger, consolidation, stock purchase or otherwise) and becomes a subsidiary of
the Company (as such term is defined in Code Section 424(f)) may, for purposes
of determining eligibility to participate in the Plan, be granted past service
credit for employment with such company or entity.
4. SECURITIES SUBJECT TO THE PLAN AND PURCHASE PERIODS.
(a) The maximum number of shares which may be granted and purchased under
the Plan may not exceed Two Hundred and Fifty Thousand (250,000) shares of
Common Stock (subject to adjustment as provided in Section 15), which may be
authorized but unissued shares, re-acquired shares or shares bought on the open
market. If any Purchase Right granted shall
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expire or terminate for any reason without having been exercised in full, the
unpurchased shares of Common Stock shall again become available for purposes of
the Plan, unless the Plan has been terminated.
(b) Purchase Period means each six-month period, beginning on January 1
and July 1 of each year; provided, however, that the first such Purchase Period
shall begin concurrently with the Effective Date of the Plan and end of the
first December 31 or June 30 occurring more than six months after the Effective
Date.
5. PARTICIPATION.
Eligible employees become Participants in the Plan by authorizing payroll
deductions for the purpose through a "Participation Form" filed with the Plan
Administrator no later than fifteen (15) days prior to the start date of a
Purchase Period. Notwithstanding the above, and subject to committee approval,
the Plan Administrator may provide for a special election period for
participation in the Plan following the acquisition of a company or other
entity directly or indirectly by the Company (whether by merger, consolidation,
stock purchase or otherwise) which results in such company or entity becoming a
subsidiary of the Company (as such term is defined in Code Section 424(f)).
Subject to committee approval, all employees of the Company and its
subsidiaries shall be eligible to participate in such special election period.
6. PAYROLL DEDUCTIONS.
(a) In order to purchase Common Stock each Participant must elect and
indicate on the Participation Form the amount he/she wishes to authorize the
Company to deduct at regular payroll intervals during the Purchase period,
expressed either as (1) an integral percentage amount ranging from one percent
(1%) to ten percent (10%) of such Participant's Base Pay for the applicable
payroll period, with a minimum deduction of $10.00 per payday during the
Purchase Period, or (2) a dollar amount to be deducted pro rata at regular
payroll intervals during the Purchase Period, with a minimum deduction of $10
per payday and a maximum dollar amount per payday to be set by the Committee.
The Committee shall determine from time to time whether method (1) or (2), or
both, shall be utilized. The Participation Form will include authorization for
the Company to make payroll deductions from the Participant's Base Pay.
(b) A Participant may not be granted Purchase Rights under the Plan with
respect to more than $25,000.00 worth of Common Stock for any calendar year
such Purchase Rights to purchase Common Stock are outstanding pursuant to the
terms of the Plan. The $25,000.00 limit is determined according to the Fair
Market Value of the Common Stock on the first day (the grant date) of the
Purchase Period. Participants will be notified if these limitations become
applicable to them.
(c) The amounts deducted from the Participant's Base Pay shall be credited
to a bookkeeping account established in the Participant's name under the Plan,
but no actual separate account will be established by the Company to hold such
amounts. There shall be no interest paid on the balance credited to a
Participant's account. Amounts deducted from the participant's Base
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Pay may be commingled with the general assets of the Company and may be used
for its general corporate purposes prior to the purchase of Common Stock for a
Purchase Period.
(d) Payroll deductions shall begin on the first payday of each Purchase
Period, and shall end on the last payday of each Purchase Period. Eligible
employees may participate in the Plan and purchase shares only through payroll
deductions. Notwithstanding the above, a Participant on an approved leave of
absence may continue participating in the Plan by making cash payments to the
Company within a normal pay period equal to the amount of the normal payroll
deduction had a leave of absence not occurred. The right of a Participant on an
approved leave of absence to continue participating in the Plan shall terminate
upon the expiration of twelve (12) weeks of leave, unless the Participant's
right to re-employment by the Company after a longer leave is guaranteed by
statute or contract, in which case termination of the right to participate will
occur upon the expiration of such extended period.
(e) So long as a Participant remains an employee of the Company, payroll
deductions will continue in effect from Purchase Period to Purchase Period,
unless at least fifteen (15) calendar days prior to the first day of the next
succeeding Purchase Period the Participant:
(i) elects a different rate by filing a new Participation Form with
the Plan Administrator; or
(ii) withdraws from the Plan in accordance with Section 9 hereof.
(f) Unless a Participant files with the Plan Administrator a new
Participation Form electing to withdraw prior to fifteen (15) calendar days
before the beginning of the next Purchase Period as permitted under the Plan,
such Participant's payroll deductions will continue throughout the next
Purchase Period and his or her Purchase Right to purchase Common Stock will be
deemed to be fully and automatically exercised on the last day of such Purchase
Period with respect to payroll deductions made during that Purchase Period.
7. GRANT OF PURCHASE RIGHT.
(a) Subject to the effective date provisions of Section 17, at 5:01 p.m.
Eastern Standard Time, on the last day of each Purchase Period (the Exercise
Date), each Participant who has not withdrawn from the Plan pursuant to Section
9 shall be deemed to have been granted a Purchase Right as of the first day of
the Purchase Period to purchase as many full shares of Common Stock as can be
purchased with the balance credited to such Participant's account as of the
Exercise Date.
(b) The price at which each Purchase Right to purchase Common Stock shall
be exercised is the lower of:
(i) 85% of the Fair Market Value of the Common Stock on the NASDAQ
National Market System on the first Trading Day of a Purchase Period; or
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(ii) 85% of the Fair Market Value of the Common Stock on the NASDAQ
National Market System on the last Trading Day of such Purchase Period.
(c) The number of shares purchasable by each Participant per Purchase
Period will be the number of whole and fractional shares obtained by dividing
the amount credited to the Participant's Account as of the Exercise Date in the
Purchase Period by the purchase price in effect for the Purchase Period.
(d) A Participant may not purchase shares of Stock with a Fair Market
Value exceeding $12,500 for any particular Purchase Period. The Committee has
the power, exercisable at any time prior to the start of a Purchase Period, to
increase or decrease the dollar value maximum for that Purchase Period, subject
to the limitations in Section 6(b). The maximum, as thus adjusted, will
continue in effect from Purchase Period to Purchase Period until the Committee
once exercises its power to adjust the maximum.
8. EXERCISE OF PURCHASE RIGHT
(a) Subject to the effective date provisions of Section 17, each
outstanding Purchase Right shall be deemed automatically exercised as of 5:01
p.m. of the Exercise Date (the last day of the Purchase Period). The exercise
of the Purchase Right is accomplished by applying the balance credited to each
Participant's account as of the Exercise Date to the purchase on the Exercise
Date of whole and fractional shares of Common Stock at the purchase price in
effect for the Purchase Period.
(b) If a Participant purchases the maximum share amount set forth in
Section 7(d), any amount not applied to the purchase of Common Stock for that
Purchase Period will be held for the purchase of Stock in the next Purchase
Period.
(c) If the number of Shares for which Purchase Rights are exercised
exceeds the number of Shares available in any Purchase Period under the Plan,
the Shares available for exercise will be allocated by the Plan Administrator
pro rata among the Participants in such Purchase Period in proportion to the
relative amounts credited to their accounts. Any amounts not thereby applied to
the purchase of Common Stock under the Plan will be refunded to the
Participants after the end of the Purchase Period.
9. WITHDRAWAL AND TERMINATION OF PURCHASE RIGHTS.
(a) A Participant may withdraw from the Plan during a Purchase Period by
providing written notice to the Plan Administrator on or before 5:00 p.m. of
the last business day of such Purchase Period. Such withdrawal will become
effective upon receipt by the Plan Administrator of such notice, and payroll
deductions will cease as soon as is administratively feasible from the date of
such notice, and no additional payroll deductions will be made on behalf of
such Participant during the Purchase Period. Such notice shall be on a form
(the "Withdrawal Form") provided by the Plan Administrator for that purpose.
The Withdrawal Form will permit such a Participant to elect to receive all
accumulated payroll deductions as a refund without penalty or to exercise such
Participant's outstanding Purchase Rights to purchase Stock on the following
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Exercise Date in the amount of all payroll deductions withheld during the
Purchase Period prior to the Participant's withdrawal.
(b) Any Participant who withdraws from the Plan pursuant to Section 9(a)
will not be eligible to rejoin the Plan until the second (2nd) Purchase Period
following the Purchase Period of withdrawal. A Participant wishing to resume
participation may re-enroll in the Plan by completing and filing a new
Participation Form for a subsequent Purchase Period by following the applicable
enrollment procedures.
(c) To the extent, if any, required by Section 16(b) of the Securities
Exchange Act of 1934, as amended, and the rules, regulations, decisions and no
action positions thereunder, in the event a Participant who is a Section 16(b)
Insider ceases participation in the Plan, whether as a result of withdrawal
during a Purchase Period or of such Participant's decision to discontinue his
or her enrollment for subsequent Purchase Periods, such insider may not
re-enroll in the Plan until the Purchase Period beginning coincident with or
immediately following the expiration of a six (6) month period beginning upon
the effective date of such Section 16(b) Insider's withdrawal from the Plan.
(d) If a Participant ceases to be an employee of the Company for any
reason during a Purchase Period, his or her outstanding Purchase Right will
immediately terminate, and all sums previously collected from such Participant
during such Purchase Period under the terminated Purchase Right will be
refunded to the Participant.
10. RIGHTS AS SHAREHOLDER.
(a) A Participant is not a shareholder in shares to be purchased during a
Purchase Period until the Purchase Right is exercised on the Exercise Date.
Thus, a Participant will not have a right to any dividend or distribution made
prior to the Exercise Date on shares of Common Stock purchased during the
Purchase Period.
(b) Upon a written request made to the Custodian, the Participant will be
entitled to receive, as soon as practicable after the Exercise Date, a stock
certificate for the number of purchased shares. The Custodian may impose upon,
or pass through to, the Participant a reasonable fee for the transfer of shares
of Common Stock in the form of stock certificates from the Custodian to the
Participant. It is the responsibility of each Participant to keep his or her
address current with the Company through the Plan Administrator and with the
Custodian.
11. SALE OF COMMON STOCK ACQUIRED UNDER THE PLAN.
(a) Participants may sell the shares of Common Stock they acquire under
the Plan only in compliance with the restrictions set forth below.
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(i) Section 16(b) Insiders may be subject to certain restrictions in
connection with their transactions under the Plan and with respect to the sale
of shares of Stock obtained under the Plan, including, but not limited to, the
Company's Insider Trading Policy.
(ii) Sales of Stock obtained under the Plan by a Participant must
comply with the Company's Insider Trading Policy, as the same may exist from
time to time.
(iii) No Participant purchasing shares of Common Stock under the Plan
shall be entitled to sell such shares of Stock until the first day of the
second (2nd) Purchase Period immediately following the Purchase Period in which
the shares of Stock were obtained. For purposes of this restriction, the
Company may, at its option, include the following legend on any certificates
representing the Stock so purchased:
"The shares represented by this Certificate are subject to certain
restrictions on sale and disposition contained in the Melita
International Corporation Employee Stock Purchase Plan, a copy of which
is on file with the Corporation."
(b) The Participant understands and agrees that, in order to insure
compliance with the restrictions referred to herein, the Company may issue
appropriate "stop transfer" instructions to its transfer agent, if any, and
that, if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.
(c) A Participant shall immediately inform the Plan Administrator in
writing if the Participant transfers any shares purchased through the Plan
within two (2) years from the date of grant of the related Purchase Right. Such
transfer shall include disposition by sale, gift or other manner. The
Participant may be requested to disclose the manner of the transfer, the date
of the transfer, the number of shares involved and the transfer price. By
executing the Participation Form, each Participant obligates himself or herself
to provide such information to the Plan Administrator.
(d) The Company is authorized to withhold from any payment to be made to a
Participant, including any payroll and other payments not related to the Plan,
amounts of withholding and other taxes due in connection with any transaction
under the Plan, and a Participant's enrollment in the Plan will be deemed to
constitute his or her consent to such withholding.
12. PLAN ADMINISTRATION.
(a) The Plan shall be administered by the Committee. No member of the
Board will be eligible to participate in the Plan during his or her period of
Committee service.
(b) The Committee shall have the plenary power, subject to and within the
limited of the express provisions of the Plan:
(i) to determine the commencement and termination date of the offering
of Common Stock under the Plan; and
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(ii) to interpret the terms of the Plan, established and revoke rules
for the administration of the Plan and correct or reconcile any defect or
inconsistency in the Plan.
(c) The Committee may delegate all or part of its authority to administer
the Plan to the Plan Administrator, who may in turn delegate the day-to-day
operations of the Plan to the Custodian. The Custodian will establish and
maintain, as agent for the Participants, accounts for the purpose of holding
shares of Common Stock and/or cash contributions as may be necessary or
desirable for the administration of the Plan.
(d) The Board may waive or modify any requirement that a notice or
election be made or filed under the Plan a specified period in advance in an
individual case or by adoption of a rule or regulation under the Plan, without
the necessity of an amendment to the Plan.
13. TRANSFERABILITY.
(a) Any account maintained by the Custodian for the benefit of a
Participant with respect to shares acquired pursuant to the Plan may only be in
the name of the Participant; provided, however, that the Participant may elect
to maintain such account with right of joint ownership with such Participant's
spouse. Such election may only be made on a form (the "Joint Account Form")
provided by the Company.
(b) Neither payroll deductions credited to a Participant's account nor any
Purchase Rights or other rights to acquire Common Stock under the Plan may be
assigned, transferred, pledged or otherwise disposed of by Participants other
than by will or the laws of descent and distribution and, during the lifetime
of a Participant, Purchase Rights may be exercised only by the Participant.
14. MERGER OR LIQUIDATION OF THE COMPANY.
In the event the Company merges with another corporation and the Company
is not the surviving entity, or in the event all or substantially all of the
stock or assets of the Company is acquired by another company, or in the event
of certain other similar transactions, the Committee may, in its sole
discretion and in connection with such transaction, cancel each outstanding
Purchase Right and refund all sums previously collected from Participants under
the canceled outstanding Purchase Rights, or, in its discretion, cause each
Participant with outstanding Purchase Rights to have his or her outstanding
Purchase Right exercised immediately prior to such transaction and thereby have
the balance of his or her account applied to the purchase of whole and
fractional shares of Common Stock (subject to the maximum dollar limitation of
Section 7(d)) at the purchase price in effect for the Purchase Period, which
would be treated as ending with the effective date of such transaction. The
balance of the account not so applied with be refunded to the Participant. In
the event of a merger in which the Company is the surviving entity, each
Participant is entitled to receive, for each share as to which such
Participant's Outstanding Purchase Rights are exercised as nearly as reasonably
may be determined by the Committee, in its sole discretion, the securities or
property that a holder of one share of Common Stock was entitled to receive
upon the merger.
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15. ADJUSTMENT FOR CHANGES IN CAPITALIZATION.
To prevent dilution or enlargement of the rights of Participants under the
Plan, appropriate adjustments may be made in the event any change is made to
the Company's outstanding Common Stock by reason of any stock dividend, stock
split, combination of shares, exchange of shares or other change in the Common
Stock effected without the Company's receipt of consideration. Adjustments may
be made to the maximum number and class of securities issuable under the Plan,
the maximum number and class of securities purchasable per outstanding Purchase
Right and the number and class of securities and price per share in effect
under each outstanding Purchase Right. Any such adjustments may be made
retroactively effective to the beginning of the Purchase Period in which the
change in capitalization occurs, and any such adjustment will be made by the
Committee in its sole discretion.
16. AMENDMENT AND TERMINATION.
The Committee may terminate or amend the Plan at any time; provided,
however, that no termination or amendment of the Plan shall change or affect
Purchase Rights previously granted under the Plan without the consent of the
affected Participant. If not sooner terminated by the Committee, the Plan shall
terminate at the time Purchase Rights have been exercised with respect to all
shares of Common Stock reserved for grant under the Plan.
17. SHAREHOLDER APPROVAL AND EFFECTIVE DATE.
The Plan is subject to the approval of shareholders of the Company holding
a majority of the shares of the Common Stock. Until the Plan is approved by the
shareholders, no Purchase Rights shall be deemed granted or exercised under
Sections 7 and 8. Upon approval of the Plan by the Company's shareholders,
Purchase Rights shall be deemed granted and exercised as of the appropriate
dates in the Plan as of the Effective Date, and shares of Stock purchased shall
be deemed purchased as of the applicable Exercise Date.
18. NO EMPLOYMENT RIGHTS.
Participation in the Plan will not impose any obligations upon the Company
to continue the employment of the Participant for any specific period and will
not affect the right of the Company to terminate such person's employment at
any time, with or without cause.
19. COSTS.
Except as set forth in Section 10(b), costs and expenses incurred in the
administration of the Plan and the maintenance of accounts with the Custodian
may be shared by the Participant and the Company, to the extent provided in
this Section 19. Any brokerage fees and commissions for the purchase of Common
Stock under the Plan (including shares of Common Stock purchased upon
reinvestment of dividends and distributions) will be shared equally by the
Participant and the Company, but any brokerage fees and commission for the sale
of shares of Common Stock under the Plan by a Participant will be borne by such
Participant.
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20. REPORTS.
After the close of each Purchase Period, each Participant in the Plan will
receive a report from the Custodian indicating the amount of the Participant's
contributions to the Plan during the Purchase Period, the amount of the
contributions applied to the purchase of Common Stock for the Purchase Period,
the purchase price per share in effect for the Purchase Period and the amount
of the contributions (if any) carried over to the next Purchase Period.
21. GOVERNING LAW.
The validity, construction and effect of the Plan and any rules and
regulations relating to the Plan will be determined in accordance with laws of
the State of Georgia, without giving effect to principles of conflicts of laws,
and applicable Federal law.
22. COMPLIANCE WITH LEGAL AND OTHER REQUIREMENTS.
The Plan, the granting and exercising of Purchase Rights hereunder, and
the other obligations of the Company, the Plan Administrator and the Custodian
under the Plan will be subject to all applicable federal and state laws, rules,
and regulations, and to such approvals by any regulatory or governmental agency
as may be required. The Company may, in its discretion, postpone the issuance
or delivery of shares of Common Stock upon exercise of Purchase Rights until
completion of such registration or qualification of such shares of Common Stock
or other required action under any federal or state law, rule, or regulation,
listing or other require action with respect to any automated quotation system
or stock exchange upon which the shares of Common Stock or other Company
securities are designated or listed, or compliance with any other contractual
obligation of the Company, as the Company may consider appropriate, and may
require any Participant to make such representations and furnish such
information as it may consider appropriate in connection with the issuance or
deliver of shares of Common Stock in compliance with applicable laws, rules,
and regulations, designation or listing requirements, or other contractual
obligations.
23. EFFECT OF PLAN.
The provisions of the Plan shall, in accordance with its terms, be binding
upon and inure to the benefit of, all successors of each employee participating
in the Plan, including, without limitation, such employee's estate and the
executors, administrators or trustees thereof, heirs and legatees, and any
receiver, trustee in bankruptcy or representative of creditors of such
employee.
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