payment or otherwise segregated prior to payment of a Bonus Award. The obligation to pay Bonus Awards under the 2019 AIP shall at all times be an unfunded and unsecured obligation of the Company. Participants shall have the status of general creditors of the Company. Any Bonus Award payable under the 2019 AIP is voluntary and occasional and does not create any contractual or other right to receive grants in future years or benefits in lieu of such awards.
Governing Law; Venue. The 2019 AIP and all Bonus Awards shall be construed in accordance with and governed by the laws of the State of California, without regard to their conflict-of-law provisions or principles that might otherwise refer construction or interpretation of the 2019 AIP to the substantive law of another jurisdiction. Unless otherwise provided in a Bonus Award, recipients of a Bonus Award under the 2019 AIP are deemed to submit to the exclusive jurisdiction and venue of the Federal or state courts of the State of California, to resolve any and all issues that may arise out of or relate to the 2019 AIP or any related Bonus Award.
Not Pensionable Salary. Any payment for Bonus Awards made under the 2019 AIP will not form part of a Participant’s pensionable salary.
Nonalienation of Benefits. Except as expressly provided herein, no Participant or his beneficiaries shall have the power or right to transfer, anticipate, or otherwise encumber the Participant’s interest under the 2019 AIP. The provisions of the 2019 AIP shall inure to the benefit of each Participant and his beneficiaries, heirs, executors, administrators or successors in interest.
Severability. If any provision of this 2019 AIP is held invalid or unenforceable, the invalidity or unenforceability shall not affect the remaining parts of the 2019 AIP, and the 2019 AIP shall be enforced and construed as if such provision had not been included.
Language. If the Participant has received this 2019 AIP or any other document related to the 2019 AIP translated into a language other than English and if the translated version is different from the English version, the English version will control, unless otherwise prescribed by local law.
No Advice Regarding Bonus Award. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Participant's participation in the 2019 AIP. The Participant should consult with his or her own personal tax, legal and financial advisors regarding participation in the 2019 AIP before taking any action related to the 2019 AIP.
Section 409A. This 2019 AIP may be amended at any time, without the consent of any party, to avoid the application of Section 409A of the Code in a particular circumstance or that is necessary or desirable to satisfy any of the requirements under Section 409A of the Code, but the Company shall not be under any obligation to make any such amendment. Nothing in the 2019 AIP shall provide a basis for any person to take action against the Company or any subsidiary or affiliate based on matters covered by Section 409A of the Code, including the tax treatment of any amount paid or Bonus Award made under the 2019 AIP, and neither the Company nor any of its subsidiaries or affiliates shall under any circumstances have any liability to any Participant or his estate or any other party for any taxes, penalties or interest due on amounts paid or payable under the 2019 AIP, including taxes, penalties or interest imposed under Section 409A of the Code.
Effective Date. The 2019 AIP shall be effective as of January 1, 2019 (the “Plan Effective Date”). The Committee may grant Bonus Awards at any time on or after the Plan Effective Date.