Investment in Company Stock or Employer Real Property. No assets of the Trust Fund shall be invested in Company Stock unless the Plan Administrator determines that the securities are exempt from registration under the federal Securities Act of 1933, as amended (“1933’Act”), and are exempt from registration or qualification under the applicable state law, and of any other applicable blue sky law, or in the alternative, that such securities have been so registered and/or qualified. The Plan Administrator shall also specify what restrictive legend on transfer, if any, is required to be set forth on the certificates for such securities and the procedure to be followed by the Trustee to effectuate a resale of such securities. The Plan Administrator shall not direct the investment in “employer securities” or “employer real property,” within the meaning of Section 407 of ERISA, if such investment would be prohibited by ERISA. The Plan Administrator shall only direct the investment of Trust funds into Company Stock (i) if those securities are traded on an exchange permitting a readily ascertainable fair market value, or (ii) if the Plan Administrator shall have obtained a current valuation by a qualified independent appraiser. The Plan Administrator shall have the sole responsibility (and hereby assumes all liability for the failure) to notify Participants of any limitations on investment Instructions necessary or appropriate to comply with federal securities laws (including the Securities Exchange Act of 1934 (the “Exchange Act”) and the 1933 Act), including but not limited to, the frequency of investment changes by certain officers and shareholder-employees pursuant to Section 16(a), and to file all notices, amendments and reports required under Section 13 of the Exchange Act and any other filings required by the federal securities laws with respect to ownership of Company Stock by the Plan. Consequently, the Trustee shall have no liability to a Participant, any Beneficiary, the Company or any other Person for carrying out Instructions relating to the acquisition or disposition of Company Stock, regardless of whether those Instructions subject any such Person to any liability.
