6. DETERMINATION OF PERFORMANCE; AMOUNTS PAYABLE UNDER AWARDS
As soon as practicable after the end of the applicable Performance Period, the Administrator will determine whether and to what extent, if at all, the performance criterion or criteria applicable to each Award granted for such Performance Period have been satisfied. The Administrator will then determine the amount payable, if any, under each Award. The Administrator may, in its sole discretion and with or without specifying its reasons for doing so, after determining the amount that would otherwise be payable in respect of any Award, adjust the actual payment, if any, to be made with respect to such Award. The Administrator may exercise the discretion described in the immediately preceding sentence either in individual cases or in ways that affect more than one Participant. In each case, the Administrators discretionary determination, which may affect different Awards differently, is conclusive and binds all persons.
7. PAYMENTS UNDER AWARDS
The Administrator will determine the payment dates for Awards under the Plan. Except as otherwise determined by the Administrator:
(a) all payments under the Plan will be made, if at all, not later than March 15th of the calendar year immediately following the calendar year in which the Performance Period ends; provided, however, that the Administrator may authorize elective deferrals of any Award payments in accordance with the deferral rules of Section 409A;
(b) payment will not be made with respect to an Award unless the Participant has remained employed with the Company and its subsidiaries through the date of payment; and
(c) awards under the Plan are intended to qualify for exemption from Section 409A of the Code and shall be construed and administered accordingly.
8. TAX WITHHOLDING; LIMITATION ON LIABILITY
All payments under the Plan will be reduced by all tax and other amounts required to be withheld with respect to the payment. Any amounts withheld pursuant to this Section 8 will be treated as though such payment had been made directly to the Participant.
9. AMENDMENT AND TERMINATION
The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by applicable law, and may at any time terminate the Plan as to any future grants of Awards.
10. RECOVERY OF COMPENSATION
The Administrator may provide in any case that any outstanding Award and any amounts received in respect of any Award will be subject to forfeiture and disgorgement to the Company, with interest and other related earnings, (i) if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable Award, any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment, or other