5. Withholding and Effect of Taxes. Payments under this Plan will be made after the withholding of any Federal, state, or local income, employment or other taxes legally obligated to be withheld, as determined by the Plan Administrator in its discretion. All tax liabilities arising out of this Plan shall be the sole obligation of the Participant or his/her estate, including but not limited to any tax liabilities arising out of Legal Deferral Requirements. Withholding of any taxes or other items required by law shall be made from the Death Benefit.
6. Plan Administration.
(a) The Plan Administrator is the named fiduciary of the Plan and shall administer the Plan.
(b) The Plan Administrator may establish, amend, and rescind administrative rules and regulations relating to the Plan, provide for conditions necessary or advisable to protect the interest of the Company and its affiliates, construe all communications related to the Plan, and make all other determinations it deems necessary or advisable for the administration and interpretation of the Plan. The Plan Administrator may conform any provision of this Plan to the extent such provision is inconsistent with Legal Deferral Requirements.
(c) Determinations, interpretations, and other actions made by the Plan Administrator shall be final, binding, and conclusive for all purposes and upon all individuals.
(d) The Plan Administrator may prescribe forms as the sole and exclusive means for Participants to take actions authorized or allowed under the Plan. The Plan Administrator may issue communications to eligible employees and Participants as it deems necessary or appropriate in connection with the Plan.
(e) Except to the extent prohibited by law, communication by the Plan Administrator (or its delegate) of any document or writing, including any document or writing that must be executed by a party, may be in an electronic form of communication.
(f) The Plan Administrator may appoint such agents, who may be officers or employees of the Company, as it deems necessary or appropriate to assist it in administering the Plan and may grant authority to such agents to execute documents and take action on its behalf. The Plan Administrator may consult such legal counsel, consultants, or other professionals as it deems desirable and may rely on any opinion received from any such professional or from its agent. The Plan Administrator shall pay for all expenses incurred in the administration of the Plan to Participants accounts.
7. Termination of Participation in the Plan. Notwithstanding any other provision in the Plan, each Participants participation in the Plan, and all entitlements to a Death Benefit or any other rights under the Plan, shall terminate on the earliest of the following to occur:
(a) The Participants employment with the Company and/or any affiliate of the Company ends for any reason other than death, a 60-day period has elapsed after the Participants final day of employment with the Company or an affiliate, and the Participant did not die during such 60-day period; and