(u) Severance Period means the applicable period for the Participants Tier as set forth on Exhibit A.
(v) Termination Date means the date of the Participants termination of employment with the Company.
4. Eligibility. Employees selected by the Committee shall be eligible to participate in the Plan upon execution of a Participation Agreement with the Company in the form attached hereto as Exhibit B (a Participation Agreement).
5. Severance Benefit.
(a) Qualifying Termination. Upon a Participants Qualifying Termination, subject to Section 5(d), such Participant will receive the Severance Benefits.
(b) CIC Qualifying Termination. Upon a Participants CIC Qualifying Termination, subject to Section 5(d), such Participant will receive the CIC Severance Benefits.
(c) Other Termination. In the event that a Participants employment is terminated other than as the result of a Qualifying Termination or CIC Qualifying Termination, then such Participant shall not be entitled to receive any payments or benefits under this Plan.
(d) Release of Claims. Payment of the Severance Benefits or CIC Severance Benefits shall be subject to (i) the Participants execution (and non-revocation) of a general release of claims in a form acceptable to the Company (the Release) within the time period specified therein and (ii) the Participants continued compliance with the Participants PIIA.
(a) In the event of any conflict or inconsistency between another document and the terms of the Plan, the terms and conditions of the Plan shall govern and control; provided, however, that a Participants Participation Agreement will govern their participation in the Plan to the extent of any conflict between a Participation Agreement and the Plan.
(b) The Plan shall be administered by the Committee in its sole and absolute discretion, and all determinations by the Committee shall be final, binding and conclusive on all parties and be given the maximum possible deference allowed by law.
(c) The Committee shall have the authority, consistent with the terms of the Plan, to (i) designate Participants, (ii) determine the terms and conditions relating to the Severance Benefit, if any, (iii) interpret, administer, reconcile any inconsistency, correct any defect and/or supply any omission in the Plan, (iv) establish, amend, suspend or waive any rules and procedures with respect to the Plan, and (v) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan, including, without limitation, the timing and amount of payments. The Committee may delegate to one or more of the officers of the Company the authority to act on behalf of the Committee.