8.2Nonassignability. Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage, or otherwise encumber, transfer, hypothecate, alienate, or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, that are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall, prior to actual payment, be (a) subject to seizure, attachment, garnishment, or sequestration for the payment of any debts, judgments, alimony, or separate maintenance owed by a Participant or any other person or (b) transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.
8.3Tax Withholding. The Company and its affiliates may withhold or cause to be withheld from (a) any amounts otherwise due to the Participant or subject to a Deferral Election under this Plan or (b) any payment of benefits made pursuant to this Plan any taxes required to be withheld and such sum as the Company may reasonably estimate to be necessary to cover any taxes for which the Company and its affiliates may be liable and that may be assessed with regard to such deferrals or payments under this Plan.
8.4Not a Contract of Employment or Continued Service. The terms and conditions of this Plan shall not be deemed to constitute a contract of employment or continued service between (a) the Company or any of its affiliates and (b) the Participant. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company or any of its affiliates or to interfere with the right of the Company or any of its affiliates to discipline or discharge the Participant at any time.
8.5Governing Law. Subject federal law (or state securities laws), the provisions of this Plan shall be construed and interpreted according to the internal laws of the State of Colorado without regard to its conflicts of laws principles.
8.6Notice. Any notice or filing required or permitted to be given to the Committee under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the Company at its principal corporate offices, to the attention of the Legal Department. Any notice or filing required or permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the last known address of the Participant. A notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.
8.7Successors. The provisions of this Plan shall bind and inure to the benefit of (a) the Company and its respective successors and assigns and (b) the Participant and the Participant’s designated beneficiaries.
8.8Validity. In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal or invalid provision had never been inserted herein.
8.9Incompetent. If the Committee determines, in its sole discretion, that a benefit under this Plan is to be paid to a minor, a person declared incompetent, or a person incapable of handling the disposition of that person’s property, the Committee may direct payment of such benefit to the guardian, legal representative, or person having the care and custody of such minor, incompetent, or incapable person. The Committee may require proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the Participant’s beneficiary, as the case may be, and shall be a complete discharge of any liability under this Plan for such payment amount.