5.6 Right to Receive Payment. Each Award shall be paid solely from the general assets of the Company. No provision of the Plan shall require the Company, for the purpose of satisfying any obligations under the Plan, to purchase assets or place any assets in a trust or other entity to which contributions are made or otherwise to segregate any assets, nor shall the Company maintain separate bank accounts, books, records or other evidence of the existence of a segregated or separately maintained or administered fund for such purposes. Participants shall have no rights under the Plan other than as unsecured general creditors of the Company.
ADMINISTRATION; AMENDMENT OR TERMINATION
6.1 Administrator Authority. The Administrator shall administer the Plan in accordance with the Plans provisions. The Administrator shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to (a) determine the Participants in the Plan, (b) prescribe the terms and conditions of Awards, (c) interpret the Plan and the Awards, (d) adopt rules and procedures for the administration, interpretation and application of the Plan as are consistent therewith, and (e) interpret, amend or revoke any such rules and procedures. All determinations and decisions made by the Administrator, the Board, and any delegate of the Administrator pursuant to the provisions of the Plan shall be final, conclusive, and binding on all persons, and shall be given the maximum deference permitted by law.
6.2 Delegation of Administration. The Compensation Committee of the Board, on such terms and conditions as it may provide, may delegate to one or more Executive Officers or other officers of the Company all or part of the Compensation Committees authority and powers as the Administrator under the Plan with respect to Participants who are not Executive Officers or other officers of the Company who report directly to the Chief Executive Officer of the Company on a non-interim basis; provided, however, that the Compensation Committee shall retain sole authority to administer all aspects of the Plan with respect to Participants who are Executive Officers or other officers of the Company who report directly to the Chief Executive Officer of the Company on a non-interim basis.
6.3 Limitation of Liability; Indemnification. Notwithstanding any contrary provision of the Plan, no individual acting as a director, officer, employee or agent of the Company or of an Affiliate will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company or of an Affiliate. The Company shall indemnify and hold harmless members of the Administrator, or any director, officer employee or agent of the Company or of an Affiliate delegated authority with respect to the administration of the Plan, for any expense, liability, or loss, including attorneys fees, judgments, fines, penalties, amounts paid or to be paid in settlement, any interest, assessments, or other charges imposed thereon, any federal, state, local, or foreign taxes, and all other costs and obligations, paid or incurred in connection with any action, determination or interpretation made in good faith with respect to the Plan or any payments under the Plan. The Company shall bear all expenses and liabilities that members of the Administrator, or any director, officer, employee or agent of the Company or of an Affiliate delegated authority with respect to the administration of the Plan, incur in connection with the administration of the Plan.
6.4 Amendment, Suspension or Termination. The Company, by action of the Board, may amend, suspend or terminate the Plan, or any part thereof, at any time and for any reason. No Award may be granted during any period of suspension or after termination of the Plan.
7.1 Clawback. Any payment made under the Plan shall be subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any applicable Company clawback policy (the Clawback Policy) or any applicable law, as may be in effect from time to time. By accepting an Award under the Plan, each Participant hereby acknowledges and consents to the Companys application, implementation and enforcement of (a) any applicable Clawback Policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payment of compensation, and agrees that the Company may take such actions as may be necessary to effectuate the Clawback Policy or comply with applicable law without further consideration or action.