2.14 Person. Any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended.
2.15 Plan. The term Plan has the meaning set forth in Article I.
2.16 Plan Administrator. The named fiduciary of the Plan as described in Section 9.1.
2.17 Qualifying Termination. Any Material Change with respect to or termination of employment of a Participant initiated by the Employer other than for Cause.
2.18 Release. The term Release has the meaning set forth in Section 4.1(c).
2.19 Severance Benefits. The benefits described in Article IV that are provided to qualifying Participants under the Plan.
2.20 Subsidiary. Any entity of which the Company owns, directly or indirectly, the majority of such entitys outstanding units, shares of capital stock or other voting securities.
2.21 Tiers. The terms Tier 0, Tier 1, Tier 2, or Tier 3 have the meaning set forth in Section 3.2.
3.1 Participants. An Employee of the Employer shall become a Participant in the Plan as of the later to occur of (i) the Effective Date or (ii) the date he or she first becomes an Employee of an Employer in a position covered by Tier 0, Tier 1, Tier 2, or Tier 3.
Notwithstanding any provision of the Plan to the contrary, no individual who is designated, compensated or otherwise classified or treated by the Employer as a leased employee, consultant, independent contractor or other non-common law employee shall be eligible to receive benefits under the Plan. It is expressly intended that individuals not treated as common law employees by the Employer are to be excluded from Plan participation even if a court or administrative agency later determined that such individuals are common law employees. It is the intent of the Company and the Employer that Employees will not be eligible for duplicate severance benefits under multiple plans, including any employment agreements. For the avoidance of doubt, no severance benefits will be payable under the Plan to the extent that severance benefits would otherwise be paid to an Employee pursuant to the terms of an employment agreement or other individual agreement with the Employer providing for severance benefits. In the event of an inconsistency between the severance benefits described in the Plan and a Participants individual employment agreement or other individual agreement providing for severance benefits, the terms of the individual Participants employment agreement or individual agreement providing for severance, as applicable, will control.
3.2 Tiers. Employees eligible to participate in the Plan shall be assigned to Tier 0, Tier 1, Tier 2, or Tier 3 as set forth below; provided, however, that in the case of Participants assigned to Tier 1, Tier 2, or Tier 3, the Company may designate, by written notice to such Participant, that a Participant shall be assigned to a different Tier with greater benefits, in which case such designation by the Company shall be controlling when authorized in writing by an executive officer of the Company duly authorized by the Board.