satisfaction of judgment in any such action, suit or proceeding against him, provided such loss, cost, liability or expense is not attributable to such persons willful misconduct. Any person seeking indemnification under this provision shall give the Company prompt notice of any claim and shall give the Company an opportunity, at its own expense, to handle and defend the same before the person undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Companys Articles of Incorporation or By-Laws, as a matter of law, or otherwise, or any power than the Company may have to indemnify them or hold them harmless.
7.6 Expenses. The expenses of administering the Plan shall be borne by the Company.
7.7 Titles and Headings. The titles and headings of the sections of the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.
7.8 Governing Law. The Plan and all incentive payouts hereunder will be governed by the laws of the State of California. In applying the laws of the State of California, its rules on choice of law will be disregarded. It is the understanding and intent of the Company that all payments pursuant to the Plan will be exempt from the definition of deferred compensation subject to Section 409A of the Internal Revenue Code and Sections 17501 and 24601 of the California Revenue and Taxation Code, or if not so exempt shall be paid in a manner that conforms to such provisions, and the Plan shall, to be maximum extent permitted by law, be so administered and construed; provided, however, that in no event shall the Company, the plan administrator, or any of their respective members, officers, directors, employees or agents have any liability to any Participant by reason of any additional tax or penalties that may be imposed on any Participant by reason of such provisions.
7.9 Severability. If any provision of the Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions of the Plan, and the Plan will be construed and enforced as if the illegal or invalid provision were not part of the Plan.
7.10 No Waiver. Failure of the Company to enforce at any time any provision of the Plan will in no way be construed to be a waiver of such provision or any other provision of the Plan.
7.11 Incorrect Payment of Benefits. If the Committee determines in its sole discretion that the Plan made any overpayment of the amount of any benefits due any payee under the Plan, the Committee may require the payee to return the excess to the Plan or take any other action deemed reasonable by the Committee which may include, without limitation, offset of the excess against any other amount owed to the payee, and each Participant by acceptance of an Award consents to such offset.
7.12 Entire Agreement. This official Plan document represents the exclusive and complete statement of the subject matter hereof, and supersedes any and all prior or contemporaneous understandings, representations, documents and communications between the Company or any Subsidiary and any Participant, whether oral or written, relating to thereto. In the event of any conflict between the provisions of this official Plan document, as amended from time to time, and any other document or presentation describing or otherwise relating to the Plan, this official document will control.
7.13 Other Benefits. No creation of interests or payment of cash under the Plan will be taken into account in determining any benefits under any compensation, pension, retirement, savings, profit sharing, group insurance, welfare or other employee benefit plan of the Company or any Subsidiary. However, unless determined otherwise by the Committee, a Participant may be eligible to elect to defer incentive payments under the terms of the Levi Strauss & Co. Deferred Compensation Plan for Executives. Please refer to the terms of such plan for information regarding possible deferral elections.