Notwithstanding any provision of this Plan, the Separation Benefits described herein are conditioned on Participant’s execution, delivery to the Company and non-revocation of a general release of claims against the Company and its subsidiaries and affiliates on a form substantially identical to the release attached hereto as Exhibit A in a manner consistent with the requirements of the Older Workers Benefit Protection Act and any applicable state law (the “Release”).  Separation Benefits are also consideration for, and subject to, two-year non-competition and non-solicitation restrictions for Tier 1 Participants and one-year non-competition and non-solicitation restrictions for Tier 2 Participants as set forth in the Release. To be entitled to any Separation Benefits hereunder, a Participant must sign the Release and the Release must become effective on or before the 60 th day following the Participant’s Date of Termination.