As filed with the Securities and Exchange Commission on November 3, 1998
File No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
______________
Fort James Corporation
(Exact name of registrant as specified in its charter)
VIRGINIA 54-0848173
(State or other jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or organization)
1650 Lake Cook Road
Deerfield, IL 60015-0089
(847) 317-5000
(Address of principal executive office, including zip code)
FORT JAMES CORPORATION
MIP BONUS DEFERRAL PLAN
(Full Title of the Plan)
CLIFFORD A. CUTCHINS, IV., ESQUIRE
1650 Lake Cook Road
Deerfield, IL 60015-0089
(847) 317-5000
(Name, address, including zip code, and telephone number,
including area code, of agent for service of process and registrant's
principal executive offices)
Copies of all communications, including communications sent to
agent for service, should be sent to:
Marshall H. Earl, Jr., Esquire
McGuire, Woods, Battle & Boothe LLP
One James Center
Richmond, Virginia 23219
(804) 775-1000
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Amount Proposed Proposed
to be Maximum Maximum Amount of
Title of Securities Registered Offering Offering Registration
to be Registered Price Per Price (2) Fee
Obligation
- ----------------------------------- -------------- -------------- -------------
- ----------------------------------- -------------- -------------- -------------
Deferred
Compensation
Obligations (1) $20,000,000 100% $20,000,000 $5,900
- ----------------------------------- -------------- -------------- ------------
PART 1
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed.
Item 2. Registrant Information and Employee Plan Annual
Information
Not required to be filed.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Fort James Corporation (the 'Company')
with the Securities and Exchange Commission (the 'Commission') are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) All reports filed by the Company pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934 ('1934 Act') since the end of the fiscal
year covered by the annual report referred to in (a) above, including the
Company's Quarterly Reports on Form 10-Q filed with the Commission on May 11,
1998 and August 12, 1998.
All documents subsequently filed by the Company pursuant to Sections 13, 14
and 15(d) of the 1934 Act, including annual and quarterly reports and proxy
statements, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated by
reference into this document and to be a part hereof from the date of filing
such documents.
Item 4. Description of Securities.
Under the MIP Bonus Deferral Plan (the'Plan'), the Company will provide
eligible employees the opportunity to make elections to defer a specified
percentage of their bonuses paid under the Company's Management Incentive Plan.
The obligations of the Company under the Plan based on the deferrals (the
'Obligations') will be unsecured general obligations of the Company to pay the
deferred compensation in the future in accordance with the terms of the Plan,
and will rank pari passu with other unsecured and unsubordinated indebtedness of
the Company from time to time outstanding.
The amount of compensation to be deferred by each participating employee
(each a 'Participant') will be determined in accordance with the Plan based on
elections by each Participant. Each Obligation will be payable on a date
selected by each Participant or determined in accordance with the terms of the
Plan. The Obligations will be indexed to the prime rate plus one percent (1%).
The Obligations will be denominated and be payable in United States dollars.
A Participant's right or the right of any other person to the Obligations
cannot be assigned, alienated, sold, garnished, transferred, pledged, or
encumbered except by a written designation of a beneficiary under the Plan, by
written will, or by the laws of descent and distribution.
Prior to the Participant's termination of employment or Retirement, the
Obligations are not subject to redemption, in whole or in part, at the option of
the Company or through operation of a mandatory or optional sinking fund or
analogous provision. However, the Company reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect the right of the Participant to the balance of his or her
deferred account as of the date of such amendment or termination.
The Obligations are not convertible into another security of the Company.
The Obligations will not have the benefit of a negative pledge or any other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed having the authority to take action with respect to the Obligations
and each Participant will be responsible for acting independently with respect
to, among other things, the giving of notices, responding to any requests for
consents, waivers or amendments pertaining to the Obligations, enforcing
covenants and taking action upon default.
Item 5. Interest of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article 10 of the Virginia Stock Corporation Act allows, in general, for
indemnification, in certain circumstances, by a corporation of any person
threatened with or made a party to any action, suit or proceeding by reason of
the fact that he or she is, or was, a director, officer, employee or agent of
such corporation. Indemnification is also authorized with respect to a criminal
action or proceeding where the person had no reasonable cause to believe that
his conduct was unlawful. Article 9 of the Virginia Stock Corporation Act
provides limitations on damages payable by officers and directors, except in
cases of willful misconduct or knowing violation of criminal law or any federal
or state securities law.
Article VI of the Company's Amended and Restated Articles of Incorporation
provides for mandatory indemnification of any director or officer of the Company
who is, was, or is threatened to be made a party to a proceeding (including a
proceeding by or in the right of the Company) because he is or was a director or
officer of the Company or because he is or was serving the Company or other
legal entity in any capacity at the request of the Company while a director or
officer of the Company, against all liabilities and expenses as are incurred
because of such director's or officer's willful misconduct or knowing violation
of the criminal law.
The Company's Amended and Restated Articles of Incorporation also provide
that in every instance permitted under Virginia corporate law in effect from
time to time, the liability of a director or officer of the Company to the
Company or its shareholders shall not exceed one dollar.
The Company maintains a standard policy of officers' and directors'
liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
See Index to Exhibits.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
this offer.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act of (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 13(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Lake, State of Illinois, on the 29th day of
September, 1998.
FORT JAMES CORPORATION
By: /s/ Clifford A. Cutchins, IV, Esquire
Clifford A. Cutchins, IV, Esquire
Senior Vice President, General Counsel, Corporate Secretary
POWER OF ATTORNEY
Know All Men and Women By These Presents that each individual whose
signature appears below constitutes and appoints T. Norman Bush and Clifford A.
Cutchins, IV, Esquire, and each of them, such individual's true and lawful
attorneys-in-fact and agents with full power of substitution, for such
individual and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
registration statement and any registration statement related to the offering
contemplated by this registration statement that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same,
with all exhibits thereto, and all documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the dates following their names by the
following persons in the respective capacities indicated below their names.
Signed
/s/Miles L. Marsh Chairman of the Board of Directors, September 24, 1998
Miles L. Marsh Chief Executive Officer and Director
Principal Executive Officer)
/s/William A Paterson Senior Vice President and Controller September 21, 1998
William A. Paterson (Principal Accounting Officer)
s/ Barbara L. Bowles Director September 21, 1998
Barbara L. Bowles
/s/ William T. Burgin Director September 18, 1998
William T. Burgin
/s/ James L. Burke Director September 21, 1998
Dr. James L. Burke
/s/ Worley H. Clark Director September 28, 1998
Worley H. Clark
/s/ Gary P. Coughlan Director September 21, 1998
Gary P. Coughlan
/s/ William V. Daniel Director September 28, 1998
William V. Daniel
/s/ Ernst A. Haberli Director September 21, 1998
Ernst A. Haberli
/s/ Robert M. O'Neil Director September 21, 1998
Robert M. O'Neil
/s/ Richard L. Sharp Director September 21, 1998
Richard L. Sharp
/s/ Anne M. Whittemore Director September 21, 1998
Anne M. Whittemore
Exhibit No. Exhibit
*5.1 -- Opinion of McGuire, Woods, Battle & Boothe, LLP (filed herewith).
*23.1 -- Consent of PricewaterhouseCoopers LLP (filed herewith)
*23.2 -- Consent of McGuire,Woods,Battle & Boothe,LLP (included in Exhibit 5.1).
*24 -- Power of Attorney (included herein on the signature pages).
*99.1 -- Fort James Corporation MIP Bonus Deferral Plan.
* Filed with this form.
EXHIBIT 5.1
[McGuire, Woods, Battle & Boothe, L.L.P. Letterhead]
October 29, 1998
Board of Directors
Fort James Corporation
1650 Lake Cook Road
Deerfield, Illinois 60015
Gentlemen:
We have acted as your counsel in connection with the preparation of a
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Registration
Statement"), with respect to the offering of up to $20,000,000 of deferred
compensation obligations of Fort James Corporation (the "Company") to be issued
pursuant to the Fort James Corporation MIP Bonus Deferral Plan (the "Plan").
We are familiar with the Registration Statement and have examined such
corporate documents and records, including the Plan, and such matters of law as
we have considered appropriate to enable us to render the following opinion. On
the basis of the foregoing, we are of the opinion that:
The Company is a corporation duly organized and validly existing under the
laws of the Commonwealth of Virginia and has the power to issue up to
$20,000,000 in deferred compensation obligations that are to be registered with
the Securities and Exchange Commission on a Form S-8 Registration Statement.
We consent to the filing of this opinion as Exhibit 5.1 to the Registration
Statement.
Very truly yours,
/s/McGuire, Woods, Battle & Boothe LLP
EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this registration statement
on Form S-8 pertaining to the Fort James Corporation MIP Bonus Deferral Plan
(the "Registration Statement"), of our report dated February 3, 1998, on our
audits of the consolidated financial statements of Fort James Corporation ("Fort
James") as of December 28, 1997, and December 29, 1996, and for each of the
three fiscal years in the period ended December 28, 1997, which report is
included in the Annual Report on Form 10-K of Fort James for the year ended
December 28, 1997.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
October 29, 1998
Fort James Corporation
MIP Bonus Deferral Plan
September 1998
Contents
Article 1. Establishment and Purposes 1
Article 2. Definitions 1
Article 3. Administration 2
Article 4. Deferral Opportunity 2
Article 5. Deferral Account 4
Article 6. Beneficiary Designation 4
Article 7. Withholding of Taxes 5
Article 8. Amendment and Termination 5
Article 9. Miscellaneous 5
MIP Bonus Deferral Plan
Fort James Corporation
Article 1. Establishment and Purposes 1.1 Establishment. This MIP Bonus
Deferral Plan (the 'Plan'), is made, entered into, and is effective as of
September 1, 1998 (the 'Effective Date').
1.2 Purposes. The primary purpose of the Plan is to provide eligible key
management employees an opportunity to defer some or all of their Management
Incentive Plan (MIP) bonus. This deferral is intended to be made on an
income-tax deferred basis
Article 2. Definitions
Definitions. Whenever used herein, the following terms shall have the
respective meanings set forth below and, when intended, such terms shall be
capitalized:
(a) 'Administrator' means the Human Resources Committee, or such other
person or committee appointed by the Human Resources Committee to administer the
Plan.
(b) 'Company' means Fort James Corporation, a Virginia corporation.
(c) 'Disability' shall have the same meaning as defined under the Fort
James Corporation long-term disability insurance policy that is applicable to
the Participant.
(d) 'Effective Date' means the date the Plan becomes effective, as set
forth in Section 1.1 herein.
(e) 'ERISA' means the Employee Retirement Income Security Act of 1974, as
amended from time to time, or any successor thereto.
(f) 'MIP Bonus' means a payment under the terms of the 1998 Amendment and
Restatement of the Fort James Corporation Management Incentive Plan (as amended
from time to time) or under any successor plan.
(g) 'Participant' means any key management employee who is selected to
participate in the Plan by the Administrator and who is actively participating
in the Plan.
(h) 'Prime Rate' means the prime rate as published in the Wall Street
Journal (Midwest Edition).
(i) 'Retirement' means any termination of employment after the later of the
date on which the Participant attains age 55 or the date on which the
Participant has completed 15 Years of Service under the James River Corporation
of Virginia Retirement Plan for Salaried and Other Non-Bargaining Unit Employees
(as amended from time to time).
(j) 'Year' or 'Plan Year' means the 12-month consecutive period beginning
each January 1 and ending December 31.
Article 3. Administration
3.1 The Administrator. The Administrator shall administer the Plan. The
Administrator may delegate any or all of its responsibilities hereunder.
3.2 Authority of the Administrator. Subject to the provisions herein, the
Administrator shall have full power to amend, suspend or terminate the Plan
(subject to Article 8 herein); to construe and interpret the Plan and any
agreement or instrument entered into hereunder; and to establish, amend, or
waive rules and regulations for the Plan's administration. Further, the
Administrator shall have full power to make any other determination that may be
necessary or advisable for the Plan's administration.
3.3 Decisions Binding. All determinations and decisions made by the
Administrator pursuant to the provisions of the Plan shall be final, conclusive,
and binding on all persons, including the Company, its stockholders, employees,
and the Participant and his estate and beneficiaries.
3.4 Eligibility. Eligibility to participate in the Plan will be limited to
management employees in salary levels I and above who participate in the MIP.
From these employees, the Administrator in its absolute discretion may designate
individuals or groups who will not participate in the Plan.
In the event a Participant no longer meets the requirements for eligibility
to participate in the Plan, such Participant shall become an inactive
Participant retaining all of the rights described under the Plan, except for the
right to make any further deferrals hereunder.
Article 4. Deferral Opportunity
4.1 Amount Which May Be Deferred. Each Participant may elect to defer up to
one hundred percent (100%) of his or her annual MIP Bonus for each Year, in
increments of twenty-five percent (25%). Each Participant shall be one hundred
percent (100%) vested in his or her deferrals, and earnings thereon, at all
times.
4.2 Deferral Election. A Participant shall make the election to defer MIP
Bonus under the Plan on a Deferral Election Form. An election to defer MIP Bonus
must occur before October 30 of the year prior to payment of the MIP Bonus. On
each Deferral Election Form, a Participant shall make an irrevocable
determination as to the amount to be deferred with respect to the Participant's
MIP Bonus if any is earned for the Year.
4.3 Length of Deferral. All amounts deferred hereunder by any Participant,
and earnings thereon, shall be deferred until the January of the calendar year
after such Participant's Retirement. Notwithstanding the above, if at any time a
Participant's employment with the Company is terminated for any reason other
than Retirement, payment of deferred amounts (and earnings thereon) shall be
made in a single lump-sum payment in cash within thirty (30) calendar days of
the effective date of the termination.
In the case of employment termination due to Disability, the termination
shall be deemed to have occurred on the date that the Administrator determines
the Disability to be total and permanent.
4.4 Payment of Deferred Amounts. Each Participant shall elect the form of
payment to be received as of such Participant's Retirement. An election of the
form of payment may be changed, but any change is not effective until three
months after the Administrator receives the election. Each Participant shall
have the choice of receiving payment in the form of either a single cash
lump-sum payment or in ten (10) annual installments. Subject to the hardship
provisions of Section 4.5, payment under these two options will be made as
follows:
(a) Lump-Sum Payment. All deferrals and earnings shall be paid in a single
lump-sum payment in cash or cash equivalents in January of the calendar year
after the Participant's Retirement.
(b) Installment Payments. The initial payment shall be made in cash or cash
equivalents in January of the calendar year after the Participant's Retirement.
The remaining installment payments shall be made in cash in January of each year
thereafter, until the Participant's entire deferral account has been paid.
Earnings shall accrue on the deferred amounts in such Participant's deferral
account, as provided in Section 5.2 herein. The amount of each installment
payment shall be equal to the balance remaining in such Participant's deferral
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.
Notwithstanding the form of payout election made by a Participant pursuant
to Section 4.2(b) and 4.4 herein, if, at Retirement, the balance of any
Participant's deferral amount is less than $25,000, then the entire deferral
account balance shall be paid to such Participant in a single lump-sum payment
as provided in Section 4.4(a) herein.
4.5 Financial or Medical Hardship. The Administrator shall have the
authority to alter the timing or manner of payment of deferred amounts in the
event that a Participant establishes, to the satisfaction of the Administrator,
severe financial or medical hardship. In such event, the Administrator may:
(a) Provide that all, or a portion, of the amount previously deferred shall
be paid immediately in a lump-sum cash payment; or
(b) Provide that all, or a portion, of the installments remaining to be
paid over a period of time shall be paid immediately in a lump-sum cash payment;
or
(c) Provide for such other installment payment schedule as deemed
appropriate by the Administrator under the circumstances.
However, the amount distributed pursuant to this Section 4.5 shall not
exceed that amount which is reasonably necessary for the Participant to meet the
financial or medical hardship at the time of distribution. Any amount
distributed pursuant to this Section 4.5 shall be reduced by a ten percent (10%)
early withdrawal penalty.
The Administrator shall judge the severity of the financial or medical
hardship. Severe financial or medical hardship will be deemed to exist in the
event of a Participant's long and serious illness, impending bankruptcy, or
other similar unforeseeable and extraordinary circumstances arising as a result
of events beyond the control of the Participant. The Administrator's decision
with respect to the severity of financial or medical hardship and the manner in
which, if at all, the payment of deferred amounts shall be altered or modified,
shall be final, conclusive, and not subject to appeal.
Article 5. Deferral Account
5.1 Account. The Company shall establish and maintain individual
bookkeeping accounts for deferrals for each Participant. Such accounts shall be
credited for deferrals at the time such amounts otherwise would have been paid
had such amounts not been deferred.
5.2 Earnings on Deferred Amounts. Deferrals hereunder shall be credited
with an annual rate of return equal to the Prime Rate plus one percent (1%),
adjusted on a quarterly basis. The Prime Rate shall be established on the first
business day of each calendar quarter.
Each deferral account shall be credited on the last day of each calendar
quarter, with earnings thereon. Earnings on deferred amounts shall be paid out
to each Participant at the same time and in the same manner as the underlying
deferred amounts.
5.3 Charges Against Account. There shall be charged against the deferral
account any payments made to the Participant or to a Participant's beneficiary.
5.4 Account Statements. At least annually, the Company shall provide each
Participant with an itemized statement containing the following information:
(a) The account balance as of the first business day of the Year;
(b) The account activity during the Year, including additional deferrals,
earnings on deferred amounts, and payouts, if any, during the Year; and
(c) The account balance as of the last business day of the Year.
Article 6. Beneficiary Designation
6.1 Designation of Beneficiary. Each Participant shall be entitled to
designate a beneficiary or beneficiaries who, upon such Participant's death,
will receive the amounts that otherwise would have been paid to the Participant
under the Plan. The Participant shall sign all beneficiary designations. The
Administrator may prescribe forms for the designation of beneficiaries. The
Participant may change his or her designation of beneficiary at any time. The
filing of a new beneficiary designation form by the Participant shall
automatically revoke all prior designations by such Participant.
6.2 Death of Beneficiary. In the event that all the beneficiaries named by
the Participant, pursuant to Section 6.1 herein, predecease the Participant, the
deferred amounts that would have been paid to the Participant shall be paid to
the Participant's estate.
6.3 Ineffective Designation. In the event the Participant does not
designate a beneficiary, or for any reason such designation is ineffective in
whole or in part, the amounts that otherwise would have been paid to such
Participant shall be paid to the Participant's estate.
Article 7. Withholding of Taxes
The Company shall have the right to require each Participant to remit to
the Company an amount sufficient to satisfy federal, state, and local tax
withholding requirements, or to deduct from all payments made pursuant to the
Plan amounts sufficient to satisfy such withholding requirements.
Article 8. Amendment and Termination
The Company hereby reserves the right to amend, suspend, or terminate the
Plan at any time by action of the Administrator, in its sole discretion. No such
amendment, suspension, or termination shall in any material manner adversely
affect any Participant's rights to amounts theretofore accrued and payable
hereunder, without the written consent of the Participant.
Article 9. Miscellaneous
9.1 Unfunded Plan. This Plan is intended to be an unfunded plan 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 therefore is further intended to be exempt from the
provisions of Parts 2, 3, and 4 of Title I of ERISA. No Participant or
beneficiary shall have any right, other than the right of an unsecured general
creditor, against the Company in respect to the benefits payable, or which may
be payable, to such Participant or beneficiary under the Plan. If the Company,
acting in its sole discretion, establishes a trust, reserve, or other fund
associated with this Plan, then, except as may otherwise be provided in the
instrument pursuant to which such reserve or fund is established, no Participant
or beneficiary shall have any right to or interest in any specific amount or
asset of such trust, reserve or fund by reason of amounts which may be payable
to such person under this Plan, nor shall such person have any right to receive
any payment under this Plan except as and to the extent expressly provided in
this Plan.
9.2 Employment. No provision of the Plan, nor any action taken by the
Administator or the Company pursuant to the Plan, shall give or be construed as
giving a Participant any right to be retained in the employ of the Company, or
affect or limit in any way the right of the Company to terminate his or her
employment.
9.3 Costs of the Plan. All costs of implementing and administering the Plan
shall be borne by the Company.
9.4 Nontransferability. A Participant's rights to deferred amounts and
earnings 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 or to any assignee or
creditor of a Participant's beneficiary.
9.5 Successors. All obligations of the Company under the Plan shall be
binding upon and inure to the benefit of 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.
9.6 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.
9.7 Applicable Law. To the extent not preempted by federal law, the Plan
shall be governed by and construed in accordance with the laws of the State of
Illinois.
