The Company will administer the Program and will have discretionary authority to interpret and construe the terms and conditions of the Program and to adopt rules and regulations for administration of the Program. All determinations, interpretations and constructions made by the Company pursuant to such authority will be final and binding. The foregoing authority does not in any way supersede, diminish, replace or otherwise modify the authority of the Board, the Committee or an Officer, as applicable (each as defined in the 2017 Plan) to administer the 2017 Plan (and Options granted pursuant to the Program) in accordance with the terms of the 2017 Plan.
The Companys obligation under the Program shall be merely that of an unfunded and unsecured promise of the Company to issue NSOs in the future, and your rights will be no greater than those of unsecured general creditors. You and your heirs, successors, and assigns will have no legal or equitable rights, claims, or interest in any specific property or assets of the Company. No assets of the Company will be held under any trust or held in any way as collateral security for the fulfilling of the obligations of the Company under the Program. Any and all of the Companys assets will be, and remain, the general unpledged, unrestricted assets of the Company.
You have no right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in advance of actual receipt, the amounts or NSO, if any, payable or issuable hereunder, or any part thereof, which are, and all rights to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable or issuable will, prior to actual payment or issuance, be subject to seizure, attachment, garnishment (except to the extent the Company may be required to garnish amounts from payments due under the Program pursuant to applicable law) or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by you or any other person, be transferable by operation of law in the event of your or any other persons bankruptcy or insolvency or be transferable to a spouse as a result of a property settlement or otherwise.
The terms and conditions of the Program will not be deemed to constitute a contract of employment or continued engagement between the Company or any of its affiliates and you. Nothing in the Program will be deemed to give you the right to be retained in the service of the Company or any of its affiliates or to interfere with the right of the Company or any of its affiliates to discipline or discharge you at any time for any or no reason, with or without notice (subject to applicable law). Your employment with the Company or any of its affiliates remains at will (subject to applicable law). In the event your regular level of employment with the Company is reduced (for example, and without limitation, if you change your employment status with the Company from full-time to part-time or you take a leave of absence) while you are a participant in the Program, the Company has the right in its discretion to make a corresponding adjustment to your Annual Cash Compensation, Eligible Cash Compensation, Stock Option Allocation Amount and Adjusted Annual Cash Compensation under the Program (collectively, the Program Compensation). In the event of any such adjustment, you will have no right with respect to any portion of the Program Compensation that is reduced in connection with such adjustment, subject to applicable law.
The Program is intended to be exempt from Section 409A to the maximum extent an exemption is available; provided, however, that to the extent an exemption under Section 409A is unavailable, the Program is intended to comply with the requirements of Section 409A. To the extent that any provision of the Program is ambiguous as to its exemption from or compliance with Section 409A, the provision will be read in such a manner that the applicable payments or issuances hereunder are exempt from Section 409A to the maximum permissible extent, and for any payments or issuances where such construction is not tenable, that those payments or issuances comply with