In addition, in the event of a qualifying termination of employment, a Participant may have rights to receive a pro-rata bonus award and/or prior year bonus award under the terms of the Severance Plan, or such other successor plan or program as may be in effect from time to time.
Section 6.1 Compensation Committee. The Committee shall consist solely of two or more members of the Board who are outside directors, within the meaning of Section 162(m) of the Code, and satisfy such other criteria as set forth in the Committees Charter.
Section 6.2 Duties and Powers of Committee. The Committee shall administer the EOPB, and shall have the full and final authority in its discretion (subject to, and within the limitations of, the express provisions of the EOPB) to establish rules and take all actions, including, without limitation:
(a) selecting or approving Executive Officers to participate in the EOPB and determining the potential amount of bonus award payable to such persons;
(b) construing and interpreting the terms of the EOPB and establishing, amending and revoking rules and regulations for its administration;
(c) correcting any defect, omission or inconsistency in the EOPB in a manner and to the extent it shall deem necessary or expedient to make the EOPB fully effective;
(d) deciding all questions of fact arising in their application, determined by the Committee to be necessary in the administration of the EOPB; and
(e) generally exercising such powers and performing such acts as the Committee deems necessary, desirable, convenient or expedient to promote the best interests of the Company that are not in conflict with the EOPB.
Section 6.3 Effect of Committees or Boards Decision. All decisions, determinations and interpretations of, and all actions taken by, the Committee or the Board in good faith shall be final, binding and conclusive on all persons, including the Company, the Participants and their estates and beneficiaries.
Section 7.1 Amendment, Suspension or Termination of the EOPB. This EOPB does not constitute a promise to pay and may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Committee or the Board, subject to any requirement for shareholder approval under applicable law, including Section 162(m) of the Code. Notwithstanding the foregoing, no amendment, modification, suspension or termination of the EOPB shall be made which materially adversely affects bonus awards previously made to a Participant without such Participants consent.