Board may not, except as provided in Section 5.2, (a) terminate the Plan or (b) amend the Plan if such amendment would in any manner be adverse to the interests of any Eligible Employee, Plan participant or beneficiary. Any action taken by the Company or the Plan Administrator during the CIC Covered Period to cause an Eligible Employee to no longer be designated as a Level I Employee, or Level II Employee or to decrease the payments or benefits for which an Eligible Employee is eligible will be treated as an amendment to the Plan which is adverse to the interests of any Eligible Employee. Any amendment to this Section 5 during the CIC Covered Period, will be treated as an amendment to the Plan which is adverse to the interests of any Eligible Employee.
2. Notwithstanding the foregoing Section 5.1, the Plan Administrator may amend the Plan at any time and in any manner necessary to comply with applicable law, including, but not limited to, Section 409A of the Code.
Section 6 General Provisions.
1. Limitation on Assignment. Except as otherwise provided herein or by law, no right or interest of any Eligible Employee under the Plan will be assignable or transferable, in whole or in part, either directly or by operation of law or otherwise, including without limitation by execution, levy, garnishment, attachment, pledge or in any manner; no attempted assignment or transfer thereof will be effective; and no third party creditors of an Eligible Employee will have any right or interest in any Eligible Employees rights or interests under the Plan. When a payment is due under this Plan to a severed employee who is unable to care for his or her affairs or dies after accruing benefit rights under the Plan, payment may be made directly to his or her legal guardian or personal representative, executor or estate administrator, as the case may be.
2. Reduction for Other Severance Benefits. If the Parent or any subsidiary thereof (including, for the purpose of this Section 6.2, any controlled Affiliate thereof) is obligated by law or by contract to pay severance pay, a termination indemnity, notice pay, or the like, then any severance pay and/or benefits hereunder will be reduced by the amount of any such severance pay, termination indemnity, notice pay or the like, as applicable, by the amount of any such payment. Any payments or benefits payable hereunder that constitute nonqualified deferred compensation subject to Section 409A of the Code will be reduced or eliminated last in time.
3. No Right to Continued Employment. Neither the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits will be construed as giving any Eligible Employee, or any person whomsoever, the right to be retained in the service of the Company, and all Eligible Employees will remain subject to discharge to the same extent as if the Plan had never been adopted.
4. Severability. If any provision of this Plan is determined to be invalid, illegal or unenforceable, the remaining provisions of this Plan will not affect any other provisions hereof, and this Plan will be construed and enforced as if such provisions had not been included.