RSTO » Topics » Section 7. Administration .

This excerpt taken from the RSTO 8-K filed Nov 8, 2007.

Section 7. Administration.

(a) The Plan shall be interpreted, administered and operated by the Committee, which shall have complete authority, in its sole and exclusive discretion subject to the express provisions of the Plan, to determine who shall be eligible for Severance, to interpret the Plan, to prescribe, amend and rescind rules and regulations relating to the Plan, and to make all other legal and factual determinations necessary or advisable for the administration of the Plan.

(b) All questions of any nature whatsoever arising in connection with the interpretation of the Plan or its administration or operation shall be submitted to and settled and determined by the Committee in an equitable and fair manner in accordance with the procedure for claims and appeals described in Section 11. Any such settlement and determination shall be final and conclusive, and shall bind and may be relied upon by the Company, each of the Eligible Employees and all other parties in interest.

(c) The Committee may delegate any of its duties hereunder to such person or persons from time to time as it may designate.

(d) The Committee is empowered, on behalf of the Plan, to engage accountants, legal counsel and such other personnel as it deems necessary or advisable to assist it in the performance of its duties under the Plan. The functions of any such persons engaged by the Committee shall be limited to the specified services and duties for which they are engaged, and such persons shall have no other duties, obligations or responsibilities under the Plan. Such persons shall exercise no discretionary authority or control respecting the management of the Plan. All reasonable expenses thereof shall be borne by the Company.

Section 8. Effect of Subsequent Corporate Transactions. No Severance or other benefits shall be payable under the Plan solely because an Eligible Employee incurs a Separation from Service as a direct result of a sale of a subsidiary, division or other operating assets of the

 

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Company, provided the purchaser thereof is contractually obligated to maintain for the balance of the Protection Period a severance plan that provides Severance and outplacement assistance to such Eligible Employee on terms that are no less favorable than those set forth in the Plan.

Section 9. Governing Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 10. Severability. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provision had not been included.

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