Executive Retirement Plan



Effective Date: [EFFECTIVE DATE]

1. Purpose. The purpose of the Plan is to provide supplemental retirement benefits for a select group of management and executives of [COMPANY] and its subsidiaries. The Plan is an unfunded arrangement that is not intended either to qualify under Section 401(a) of the Code or to be generally subject to ERISA. Capitalized terms used in the Plan are defined in section 12 (Definitions).

2. Participation

2.1. Eligibility. Any senior officer or other executive of the Company designated by the Committee from time to time is eligible to participate in the Plan.

2.2. Start Date. A Company executive who is identified as eligible to participate will begin his or her participation in the Plan on the date that the Company designates.

2.3. End Date. A Person ceases to be a Participant when all amounts payable to the Participant under the Plan have been paid in full.

3. Accounts and Investments

3.1. Participant Account. The Administrator shall cause a Participant Account to be kept in the name of each Participant.

3.2. Investments. The Committee may select investment funds to use for measuring notional gains and losses credited or debited to Participant Accounts. The Committee shall, on one or more occasions, establish rules and procedures for allowing each Participant who has not had a Distribution Event to designate which one or more of the selected investment funds will be used to determine the notional gains and losses credited or debited to the Participant's Account before any Distribution Event.

3.3. Changes to Account. The applicable amount determined in accordance with section 4 (Determination of Benefits) will be credited to the Participant's Account at the time of the Participant's Separation from Service, death, or Disability, as applicable. Any payments made to a Participant or a Participant's Beneficiary will be charged against each the Participant's Account.

3.4. Definition of "Administrator." In this Plan, "Administrator" means the individual who the Committee appoints to administer the Plan.

3.5. Definition of "Beneficiary." In this Plan, "Beneficiary" means a Person that is entitled to receive Plan benefits upon the death of a Participant.

3.6. Definition of "Distribution Event." In this Plan, "Distribution Event" means an event triggering a distribution under the Plan. 

3.7. Definition of "Disability." In this Plan, "Disabilitymeans a medically determinable physical or mental impairment that a qualified physician designated by the Company has reviewed and confirmed existed before the Participant's Separation from Service that can be expected to result in death or to last for a continuous period of not less than [12] months such that the Participant, as a result,

(a) is unable to engage in any substantial gainful activity, or

(b) is or will be receiving income replacement benefits for a period of not less than three months under an accident and health plan covering Company executives,

and "Disabled" has a corresponding meaning. 

3.8. Definition of "Separation from Service." In this Plan, "Separation from Service" means a Participant's termination of employment with the Company which entitles the Participant to benefits under the Plan, and which constitutes a Separation from Service within the meaning of Section 409A of the Code.

3.9. Definition of "Participant." In this Plan, "Participant" means any individual who has joined the Plan in accordance with the Plan rules.

3.10. Definition of "Participant Account." In this Plan, "Participant Account" means a bookkeeping account kept in the name of each Participant that reflects the value of the Normal Retirement Benefit, Early Retirement Benefit, Disability benefit, or death benefit payable to the Participant at the time of the Participant's Separation from Service, Disability, or death, as the case may be.

4. Determination of Benefits

4.1. Normal Retirement Benefit

(a) Distribution of Benefit. Upon a Participant's Separation from Service for any reason other than Retirement, Disability, or death, the Participant's Account will be paid to the Participant in a lump-sum cash payment within [90] days of the Participant's Pay Date, unless the Participant elects a different form of distribution under section 5.1 (Form of Distribution) (in this Plan, referred to as the "Normal Retirement Benefit").

(b) Calculation of Benefit. The amount to which the Participant is entitled under paragraph (a) of this section 4.1 (Determination of Benefits) will be the sum of

(i) the value of the Participant's Account as of the Participant's Pay Date, valued in accordance with section 3.1 (Participant Account), but using the Participant's Pay Date as the last valuation date, and multiplied by the Participant's vested percentage, and

(ii) interest on the amount so determined at the mid-term applicable federal rate (defined under Section 1274(d) of the Code for January 1 of the calendar year, compounded annually) during the period from the Participant's Pay Date to the date of distribution.

4.2. Early Retirement Benefit. If a Participant terminates his or her services before the Normal Retirement Date, the Company shall pay to the Participant an annual Retirement Benefit (the "Early Retirement Benefit") equal to the amount of the Normal Retirement Benefit, as elected by the Participant as provided in section 4.1 (Normal Retirement Benefit) but reduced as follows:

(a) Early Termination. An "Early Termination Factor" of 2.5% for each year of the Participant's Separation from Service before age 65, plus

(b) Early Payout. If the Participant chooses installment payments under section 4.1 (Normal Retirement Benefit), an "Early Payout Factor" of 2.5% for each year that the commencement of payment occurs before age 65.

4.3. Death Benefits. No benefits will be payable under this section 4 (Determination of Benefits) if the Participant dies before his or her Normal Retirement Date. If the Participant dies on or after his or her Normal Retirement Date but before any payment has been made, the benefits as of the Participant's date of death will be paid to the Participant's Beneficiary or Beneficiaries at the same time that they would have been paid to the Participant. If the Participant does not have a Beneficiary, those amounts will be paid to the Participant's estate in the same manner.

4.4. Disability. If a Participant becomes Disabled during his or her employment with the Company and before his or her Separation from Service an, the Participant will be entitled to receive a benefit calculated and paid in the same manner as set forth in section 4.1 (Normal Retirement Benefit). The benefit will begin on the first day of the month following the date the Participant is determined to be Disabled.

4.5. Change in Control. If a Participant experiences a Separation from Service for any reason (other than by the Company due to the Participant's commission of fraud, embezzlement, gross misconduct, or other felony against the Company) within [two] years after the date of a Change in Control, the Participant will be entitled to receive the full value of the benefits to which he or she is entitled in the form of a single lump sum payment as soon as practicable following his or her Separation from Service, but in no event later than [90] days following the Separation from Service.

4.6. Further Information. In order to facilitate the determination of entitlement to benefits, each Participant shall cooperate with the Company by

(a) providing any information that the Company requests,

(b) taking any physical examinations as the Company may reasonably deem necessary, and

(c) taking any other action as the Company may reasonably request.

4.7. Forfeiture of Benefits. No benefits are payable to a Participant whose employment terminates for any reason other than Retirement, Disability, or death. All unpaid benefits under the Plan will be permanently forfeited if the Administrator determines that the Participant, either before or after his or her Termination of Employment or Disability, or before the Participant's death

(a) engaged in criminal or fraudulent conduct resulting in a hardship to the Company or an affiliate, or

(b) committed a material breach of the Participant's written employment agreement with the Company or an affiliate.

4.8. Definition of "Change in Control." In this Plan"Change in Control" means

(a) any sale, transfer, exchange, or other disposition of ownership interests in, or any merger, acquisition, or other reorganization of, the Company that results in a change in the Control of the Company that is currently exercised by one or more Persons, or

(b) any sale, transfer, or other disposition of all or substantially all of the Company's assets.

4.9. Definition of "Control." In this Plan, "Control" means, for a Person, the ownership interest in an entity that has the practical effect of giving that Person, either alone or with others, the majority voting interest in that entity, and the terms "Controlled" and "Controlling" have comparable meanings.

4.10. Definition of "Normal Retirement Date." In this Plan"Normal Retirement Date" means the first day of the month coincident with or next following the later of the Participant's attaining age [65] and the Participant's Separation from Service.

4.11. Definition of "Pay Date." In this Plan, "Pay Date" means the last day of the calendar month in which falls the date that is [six] months after the date of a Participant's Separation from Service.

4.12. Definition of "Retirement." In this Plan, "Retirement" means the Participant's Separation from Service on account of "retirement", as that term is defined in the "General Retirement Plan for Employees of [COMPANY]" as in effect on the last date of a Participant's employment with the Company as a participant under that Plan.

5. Payment of Benefits

5.1. Form of Distribution. A Participant may elect to receive the distribution of his or her vested Participant Account either as a single sum or in installments paid out over a period of three, five, seven, 10, or 15 years. Distributions will be in all cases will be in cash; installment distributions are payable annually. A Participant's election as to the form of distribution is irrevocable.

5.2. Timing of Payments

(a) Normal Retirement. Benefit payments generally will be made on the Participant's Normal Retirement Date, provided that in the case of a benefit payable on account of Early Retirement, a Separation from Service within [two] years following a Change in Control or death, benefit payments will begin not later than the first day of the calendar month following the occurrence of the event that entitles the Participant (or a Beneficiary) to benefits under the Plan.

(b) Separation from Service. Benefit payments that are payable to a Participant on account of a Separation from Service will be delayed for a period of [six] months following the Separation from Service. On the day following the expiration of that [six] month period, the Participant will receive a catch-up payment equal to the amount of benefits that would have been paid during that period but for the provisions of this section 5.2 (Timing of Payments) and the remainder of the payments will be paid according to the terms of the Plan.

5.3. Delay of Payments. The Company may, in its sole discretion, delay a distribution to a Participant

(a) if the distribution would jeopardize the ability of the Company and its affiliates to continue as a going concern, provided that the delayed amount is distributed in the first calendar year in which the payment would not have that effect,

(b) if the distribution would violate applicable Laws, but only if the delayed amount is distributed at the earliest date at which the Administrator reasonably anticipates that the distribution will not cause such a violation, or

(c) if calculation of the distribution is not administratively practicable due to events beyond the Company's control, but only if the delayed amount is distributed in the first calendar year in which the calculation of the distribution is administratively practicable.

5.4. Payment to Guardian

(a) Reasons. If a benefit is payable to a minor, a person declared incompetent, or a person who is incapable of handling the disposition of the property, the Administrator may direct payment to the guardian, legal representative, or other person having the care and custody of the minor or incompetent or incapable person.

(b) Discharge of Liability. Payment of a benefit to such a guardian, legal representative, or other person having the care and custody of the minor or incompetent or incapable person in accordance with this section 5.4 (Payment to Guardian) will completely discharge the Administrator from all liability relating to that payment.

(c) Proof of Reasons. The Administrator may require whatever proof of incompetency, minority, incapacity, or guardianship as it may deem appropriate.

5.5. Withdrawal for Unforeseeable Emergency

(a) Request for Withdrawal. If the Participant experiences an Unforeseeable Emergency, the Participant may request a lump sum withdrawal of all or a portion of his or her Retirement Benefit, but the amount of the withdrawal cannot exceed the lesser of

(i) the present value of the Participant's Retirement Benefit, and

(ii) the amount reasonably necessary to satisfy such Unforeseeable Emergency,

plus amounts necessary to pay taxes reasonably anticipated as a result of the withdrawal, after taking into account the extent to which the Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise, or by the liquidation of the Participant's assets (to the extent the liquidation of those assets would not itself cause severe financial hardship).

(b) Time for Withdrawal. If the Administrator approves the Participant's request for a withdrawal due to an Unforeseeable Emergency, the withdrawal will be made on any payment date (as selected by the Administrator) during the [90]-day period beginning on the date of that approval.

(c) Adjustment for Retirement Benefit. If

(i) a Participant receives a withdrawal due to an Unforeseeable Emergency, and

(ii) the Participant subsequently becomes eligible to receive a Retirement Benefit (or the Participant's Beneficiary subsequently become eligible to receive a death benefit), then the amount of the Retirement Benefit (or death benefit) will be adjusted so that the present value of his or her adjusted Retirement Benefit (or death benefit) will equal the excess (if any) of

(1) the present value of the unadjusted Retirement Benefit (or death benefit) over

(2) the present value of the amount of the withdrawal that the Participant previously received due to an Unforeseeable Emergency.

(d) Administrator's Determination. The Administrator shall made the determination as the existence of a Participant's Unforeseeable Emergency based on that information as the Administrator deems necessary.

5.6. Tax Withholding. The Company shall withhold the amount that it is required under applicable Law to withhold in connection with any amount payable under the Plan. The Participant will not be liable for any tax withholding.

5.7. Definition of "Retirement Benefit." In this Plan, "Retirement Benefit" means any benefit that a Participant is entitled to under this Plan. 

6. Beneficiaries

6.1. Designation. Each Participant may, in accordance with procedures that the Committee establishes, designate one or more Beneficiaries, both primary and contingent, to whom Plan benefits will, if permitted by the Plan, be paid if a Participant dies before complete distribution of his or her benefits.

6.2. Form. Each Beneficiary designation will be in a written form prescribed by the Committee, and will be effective only when filed with the Administrator during the Participant's lifetime.

6.3. Change in Designation. A Participant may change any Beneficiary designation at any time, without notice to or the consent of any previously named Beneficiary, by filing a new Beneficiary designation form with the Administrator. In the event of the Participant's death, the Administrator, in paying all benefits under the Plan, shall act upon the most recent Beneficiary designation received.

6.4. No Beneficiary Designation. In the absence of an effective Beneficiary designation, or if all designated Beneficiaries predecease the Participant or die before the complete distribution of the Participant's benefits, benefits will be paid in the following order of precedence:

(a) the Participant's surviving spouse,

(b) the Participant's children (including adopted children), per stirpes, or

(c) the Participant's estate.

6.5. Definition of "Unforeseeable Emergency." In this Plan, "Unforeseeable Emergency" means an event causing severe financial hardship to the Participant resulting from

(a) an illness or accident of the Participant, the Participant's spouse, or a dependent of the Participant (as defined in Section 152 of the Code, without regard to sections 152(b)(1), (b)(2), or (d)(1)(B)),

(b) the loss of the Participant's property due to casualty, or

(c) any other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant control.

7. Vesting. Subject to the forfeiture provisions of section 4.5 (Forfeiture of Benefits), a Participant's right to receive a benefit under The Plan vests [immediately upon joining the Plan/upon completion of [five] full years of service with the Company].

8. Plan Administration

8.1. Committee. The Committee has overall responsibility for the Plan.

8.2. Powers of Administration. The Committee may adopt rules, regulations, and interpretations to assist it in the administration of the Plan. The Committee has complete authority to determine eligibility, the amount of benefits payable under the Plan, and to make all other interpretations (including factual determinations).

8.3. Administrator. The Administrator is responsible for the day-to-day operation and administration of the Plan.

8.4. Agents. The Committee may

(a) employ agents and delegate to them such administrative duties as it sees fit, and

(b) consult with counsel, who may be counsel to the Company.

8.5. Binding Effect of Decisions. The Committee's decision on any question arising out of or in connection with the administration, interpretation, and application of the Plan and its rules and regulations will be conclusive and binding upon all Persons having any interest in the Plan.

9. Claim Process

9.1. Filing Claim. A Claimant may file with the Administrator a written request for a benefit to which the Claimant believes he or she is entitled, setting forth the details of the claim.

9.2. Denial of Claim. If the Administrator denies the claim, it shall send the Claimant a Notice of denial stating the following:

(a) the reasons for denial, with reference to the specific Plan terms on which the denial is based,

(b) a description of any additional material or information required and an explanation of why it is necessary, and

(c) an explanation of the Plan's claim review procedure.

9.3. Review of Claim

(a) Request for Review. Any Claimant whose claim or request is denied or who has not received a response within [60] days may request a review by Notice to the Committee.

(b) Time Frame for Request. This request must be made within [60] days after the Claimant's receipt of the Notice of denial, or if the Claimant has not received a response within 60 days, or 180 days in the event of a claim regarding a Disability, after the Committee's receipt of the Claimant's claim or request.

(c) Review. The Committee shall review the Claimant's claim or request, and may, but is not required to, grant the Claimant a hearing. On review, the Claimant may be represented by counsel, examine pertinent documents, and submit issues and comments in writing.

9.4. Final Decision. The Committee shall makes its decision on review within [60] days. If an extension of time is required for a hearing or other special circumstances, the Committee shall give Notice to the Claimant and the time limit will be extended to [120] days. The Notice to the Claimant must state the reasons and identify the relevant Plan provisions. All decisions on review will be final and binding.

9.5. Errors in Computations. The Company will not be liable for any error in the computation of any benefit payable to any Participant resulting from any misstatement of fact made, directly or indirectly, by the Participant or by or on behalf of any Beneficiary of the Participant to the Administrator, and used by the Committee in determining the Participant's benefit. The Administrator will not be required to increase the benefit payable to such a Participant that, on discovery of the misstatement, is found to be understated as a result. However, the benefit of any Participant that is overstated for any other reason will be reduced to the appropriate amount and the Participant shall repay any overpayment.

9.6. Definition of "Claimant." In this Plan, "Claimant" means a Person who believes that he or she is being denied a Retirement Benefit to which he or she is entitled under the Plan. 

10. Acknowledgements. The Company and each Participant acknowledges to each other as follows:

10.1. No Employment Right. This is not an employment agreement between the Participant and the Company. Nothing contained in the Plan confers upon any right of employment for Participant, nor will it interfere with his or her Employer's right to discharge or otherwise deal with the Participant.

10.2. Compliance with Section 409A. The Plan is intended to comply with the requirements of Section 409A of the Code. The Administrator shall interpret and administer it in an appropriate manner so as to ensure compliance with that Section.

10.3. Effect of Other Payments. The benefits provided for an Participant and Participant's beneficiary under the Plan are in addition to any other benefits available to the Participant under any other Company plan or program. The Plan supplements and does not supersede, modify, or amend any other such plan or program.

10.4. Funding. The Company may, but is not required to, establish a trust to fund the amounts credited to Participant Accounts under the Plan, provided that the assets in the trust will be subject to the claims of the Company's general creditors in the event of its insolvency.

10.5. No Interest in Company Assets. The rights of each Participant and beneficiary to any payments under the Plan are solely those of an unsecured general creditor of the Company. Neither Participants nor beneficiaries will have any interest in or claim upon any fund or specific asset of the Company.

10.6. No Seizure of Benefits. No amount payable under the Plan is, before actual payment, subject to seizure or sequestration for the payment of obligation owed by a Participant or any other Person. No amount payable under the Plan is transferable by operation of law in the event of the bankruptcy or insolvency of a Participant or any other Person.

10.7. Plan Expenses. The Company shall bear all the costs of administering the Plan.

10.8. Acknowledgement of Contract Terms. Before signing this agreement, the Executive

(a) has been given[ a reasonable opportunity / the opportunity, for no less than [21] days,] to consider its terms,

(b) has carefully read and fully understands all its terms,

(c) has been advised by the Company, and has been given ample opportunity, to consult with an attorney of his or her choosing regarding this agreement, and

(d) knowingly and voluntarily agrees to all of the terms of this agreement, without any duress, coercion, or undue influence by the Company, its representatives, or any other Person, and agrees to be legally bound by those terms. 

11. Indemnification. The Company shall indemnify the Administrator and members of the Committee against all claims, liability, and expenses (including legal fees) arising from any third party claim or proceeding brought against any of them arising from any action or failure to act relating to the Plan, except in the case of gross negligence or willful misconduct either by the Administrator or the Committee or any of its members, as the case may be.

12. Definitions

12.1. "Administrator" has the meaning given to that term in section 3.4 (Definition of "Administrator").

12.2. "Beneficiary" has the meaning given to that term in section 3.5 (Definition of "Beneficiary").

12.3. "Change in Control" has the meaning given to that term in section 4.8 (Definition of "Change in Control").

12.4. "Control" has the meaning given to that term in section 4.9 (Definition of "Control").

12.5. "Claimant" has the meaning given to that term in section 9.6 (Definition of "Claimant").

12.6. "Code" means the Internal Revenue Code of 1986, as amended.

12.7. "Committee" means the [Compensation] Committee of the Company's Board of Directors.

12.8. "Company" means [COMPANY NAME].

12.9. "Disability" has the meaning given to that term in section 3.6 (Definition of "Disability").

12.10. "Distribution Event" has the meaning given to that term in section 3.7 (Definition of "Distribution Event").

12.11. "Early Retirement Benefit" has the meaning given to that term in section 4.2 (Early Retirement Benefit.

12.12. "Effective Date" means [EFFECTIVE DATE].

12.13. "Law" means

(a) any law (including the common law), statute, by-law, rule, regulation, order, ordinance, treaty, decree, judgment, and

(b) any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority having the force of law.

12.14. "Normal Retirement Benefit" means the benefit described in section 4.1 (Normal Retirement Benefit).

12.15. "Normal Retirement Date" has the meaning given to that term in section 4.10 (Definition of "Normal Retirement Date").

12.16. "Notice" means any notice, request, direction, or other document that a party can or must make or give under this Plan.

12.17. "Participant" has the meaning given to that term in section 3.9 (Definition of "Participant").

12.18. "Participant Account" has the meaning given to that term in section 3.10 (Definition of "Participant Account")

12.19. "Pay Date" has the meaning given to that term in section 4.11 (Definition of "Pay Date").

12.20. "Person" includes

(a) any corporation, company, limited liability company, partnership, governmental authority, joint venture, fund, trust, association, syndicate, organization, or other entity or group of Persons, whether incorporated or not, and

(b) any individual.

12.21. "Plan" means this Retirement Plan.

12.22. "Retirement" has the meaning given to that term in section 4.12 (Definition of "Retirement").

12.23. "Retirement Benefit" has the meaning given to that term in section 5.7 (Definition of "Retirement Benefit").

12.24. "Selected Courts" has the meaning given to that term in of section 13.11 (Consent to Jurisdiction).

12.25. "Separation from Service" has the meaning given to that term in section 3.8 (Definition of "Separation from Service").

12.26. "Unforeseeable Emergency" has the meaning given to that term in section 6.5 (Definition of "Unforeseeable Emergency").

13. General

13.1. Amendment and Termination. The Company may amend or terminate the Plan, in whole or in part, at any time, without notice to any Participant, but

(a) no exercise of this right can reduce the entitlement of any Participant or Beneficiary to any rights already vested, and

(b) no distribution of SERP Benefits can occur upon termination of the Plan unless the applicable requirements of Section 409A of the Code have been met.

13.2. No Assignment, etc. of Benefits. No Participant and no Beneficiary may sell, assign, pledge, mortgage, or otherwise encumber any benefit or other amount payable under the Plan.

13.3. Notices

(a) Form of Notice. All notices and other communications between the parties must be in writing.

(b) Method of Notice. Notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in the Plan, or to the address that a party has notified to be that party's address for the purposes of this section.

(c) Receipt of Notice. A Notice given in accordance with the Plan will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth Business Day following mailing.

13.4. Remedies Cumulative. The rights and remedies available to a party under the Plan are cumulative and in addition to, not exclusive of or in substitution for, any rights or remedies otherwise available to that party.

13.5. Severability. If any part of the Plan is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

13.6. Waiver. A party's failure or neglect to enforce any of rights under the Plan will not be deemed to be a waiver of that party's rights.

13.7. Governing Law. The Plan will be governed by and construed in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

13.8. Dispute Resolution

(a) Arbitration. Any dispute or controversy arising under or in connection with this Agreement will be settled exclusively by arbitration in [STATE], in accordance with the rules of the American Arbitration Association then in effect by [NUMBER OF ARBITRATORS] arbitrator(s).

(b) Damages. The arbitrator(s) will not have the power to award punitive damages.

(c) Judgment. The successful party may enter the arbitral judgment in any court having jurisdiction. The arbitrator will not have the power to award punitive damages.

13.9. Waiver of Jury Trial. Each party irrevocably waives its rights to trial by jury in any action or proceeding arising out of or relating to the Plan or the transactions relating to its subject matter.

13.10. Attorney Fees. If either party brings legal action to enforce its rights under the Plan, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

13.11. Consent to Jurisdiction. The parties hereby irrevocably and unconditionally

(a) consent to submit to the exclusive jurisdiction of the federal and state courts located in the State of [SELECTED STATE] in [SELECTED COUNTY] County (collectively, the "Selected Courts") for any action or proceeding arising out of or relating to the Plan, and agree not to commence any action or proceeding relating to the Plan except in the Selected Courts, although a party may commence an action or proceeding in a court other than a Selected Court but only for the purpose of enforcing an order or judgment issued by one of the Selected Courts,

(b) consent to service of any process or other document in any action or proceeding made by registered first-class mail, postage prepaid, return receipt requested or by nationally recognized courier guaranteeing overnight delivery and agree that service of the process or other document will be effective service for any action or proceeding brought against it in a Selected Court, although this does not affect either party's right to serve process in any other manner permitted by law,

(c) waive any objection to the laying of venue of any action or proceeding arising out of the Plan in the Selected Courts, and

(d) waive and agree not to plead or claim in any Selected Court that an action or proceeding brought in any Selected Court has been brought in an inconvenient forum.

(e)13.12. Interpretation

(a) Statutes, etc. Unless specified otherwise, any reference in the Plan to a statute includes the rules and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.

(b) Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.

(c) Headings. The headings used in the Plan and its division into sections,[ schedules, exhibits, appendices,] and other subdivisions do not affect its interpretation.

(d) Internal References. References in the Plan to sections and other subdivisions are to those parts of the Plan.

13.13. Counterparts. The Plan may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

13.14. Effectiveness of Plan. The Plan is effective on the Effective Date noted at the top of the first page.