VECO » Topics » 8. Miscellaneous Provisions

This excerpt taken from the VECO 10-Q filed Aug 4, 2006.

8. Miscellaneous Provisions

(a) This Plan is not a contract between the Company and the Participants. Neither the establishment of this Plan, nor any action taken hereunder, shall be construed as giving any Participant any right to be retained in the employ of the Company or any of its subsidiaries. Nothing in the Plan, and no action taken pursuant to the Plan, shall affect the right of the Company or a subsidiary to terminate a Participant’s employment at any time and for any or no reason. Except as provided in Section 7, the Company is under no obligation to continue the Plan.

(b) A Participant’s right and interest under the Plan may not be assigned or transferred, except upon death as provided in Section 5(c) above, and any attempted assignment or transfer shall be null and void and shall

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extinguish, in the Company’s sole discretion, the Company’s obligation under the Plan to pay awards with respect to the Participant. The Company’s obligations under the Plan may be assigned to any corporation which acquires all or substantially all of the assets of the Company or, with respect to a particular Participant, of the business unit that employed the Participant, or any corporation into which the Company may be merged or consolidated.

(c) The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund, or to make any other segregation of assets, to assure payment of awards. The Company’s obligations hereunder shall constitute a general, unsecured obligation, awards shall be paid solely out of the Company’s general assets, and no Participant shall have any right to any specific assets of the Company.

(d) The Company shall have the right to deduct from awards or any other payments of wages any and all federal, state and local taxes or other amounts required by law to be withheld.

(e) The Company’s obligation to pay compensation as herein provided is subject to any applicable orders, rules or regulations of any government agency or office having authority to regulate the payment of wages, salaries, and other forms of compensation.

(f) Upon a violation by the Participant of any of the restrictive covenants contained in any agreement between the Participant and the Company, the Participant shall forfeit his or her entitlement to any award granted pursuant to this Plan.  The Administrator may, in its sole discretion, waive in whole or in part the Company’s right to enforce forfeiture under this section, but no such waiver shall be effective unless expressly made in writing for that purpose.

(g) The Company may, to the extent permitted by law, deduct from and set off against its obligations to a Participant hereunder (including, without limitation, amounts payable in connection with an award hereunder as wages or benefits or other form of compensation), any amounts the Participant owes to the Company for any reason whatsoever and such Participant shall remain liable for any portion of the Participant’s obligation not satisfied by such setoff.  By accepting an award under this Plan, each Participant agrees to the deduction or setoff provided for in this section.

(h) If the Committee, in its sole discretion, determines that any provision of the Plan could cause any payment to be made or benefit to be provided to a Participant to be deferred compensation that does not comply with Section 409A(a)(1) of the Code, such provision shall be null and void, and, if permitted by Section 409A, the Committee shall amend the Plan to maintain to the maximum extent practicable the original intent of the provision without violating the requirements of Section 409A of the Code.

(i) The validity, construction, interpretation and effect of the Plan shall exclusively be governed by and determined in accordance with the laws of the State of Delaware.

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