Common use of Compensation Other Than Severance Payments Clause in Contracts

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disability. 5.2 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 5.01 Following a Change in Control and during the Termterm of this Agreement, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s 's employment is terminated by the Company for Disability. 5.2 5.02 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to at the Date time the Notice of Termination or, if higher, as in effect immediately prior to the Change in Controlis given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in ControlCompany during such period. 5.3 5.03 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits to the Executive as such payments become due; provided that, in no event shall any severance pay which might be payable to the Executive pursuant to the Company's Separation Pay Plan be paid if the Executive is entitled to the Severance Payments as a result of such termination. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controlarrangements.

Compensation Other Than Severance Payments. 5.1 SECTION 4.01. Following a Change in Control and during the Termof Control, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due Disability, the Executive shall be compensated as provided pursuant to physical the terms of the Company’s short- and long-term disability plans as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, together with all other compensation and benefits payable to the Executive pursuant to the terms of any compensation or mental illnessbenefit plan, program or arrangement maintained by the Company during such period. SECTION 4.02. If the Executive’s employment shall be terminated for any reason following a Change of Control, the Company shall pay the Executive’s base full salary to the Executive through the Date of Termination at the rate in effect at the commencement time the Notice of any such periodTermination is given, together with all other compensation and benefits payable to the Executive through the Date of Termination (including, without limitation, all incentive compensation amounts owed the Executive for a completed calendar year to the extent not yet then paid but excluding any annual bonus for the year in which the Date of Termination occurs unless specifically provided for in Section 5.03 of this Agreement) under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disabilityperiod. 5.2 SECTION 4.03. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Termof Control, the Company shall pay the Executive’s base salary and incentive compensation , subject to the Executive through the Date of Termination as in effect immediately prior to the Date of Termination orSection 5.01, if higher, as in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s such normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall may be determined under, and paid in accordance with, provided by the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements arrangements, as in effect as of immediately prior to the Date a Change of Termination Control or, if more favorable to the Executivefavorable, as in effect immediately prior to the Change in Controlof any time thereafter.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the highest rate in effect during the three-year period ending immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controlfirst occurrence of an event or circumstance constituting Good Reason. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controloccurrence of the first event or circumstance constituting Good Reason.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s 's base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s 's base salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to the Date of Termination or, if higher, as in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-'s full- time duties with the Company as a result of incapacity due to disability, including physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to the Date of Termination or, if higher, as the rate in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-post termination compensation and benefits as such payments become duedue (other than severance payments under any severance plan as in effect immediately prior to the Date of Termination). Such post-post termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 5.1. Following a Change in Control and during the Termterm of this Agreement, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s 's employment is terminated by the Company for Disability. 5.2 5.2. If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to at the Date of Termination or, if higher, as rate in effect immediately prior to the Change in ControlControl or at the time the Notice of Termination is given, whichever is greater, together with all compensation and benefits payable to which the Executive through is entitled in respect of all periods preceding the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controlarrangements. 5.3 5.3. If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination Change in Control or, if more favorable to the Executive, as in effect immediately prior to the Change in ControlDate of Termination.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to disability, including physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to the Date of Termination or, if higher, as the rate in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-termination post_termination compensation and benefits as such payments become duedue (other than severance payments under any severance plan as in effect immediately prior to the Date of Termination). Such post-termination post_termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 5.1. Following a Change in Control and during the Termterm of this Agreement, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s employment is terminated by the Company for Disability. 5.2 5.2. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay the Executive’s base full salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to at the Date of Termination or, if higher, as rate in effect immediately prior to the Change in ControlControl or at the time the Notice of Termination is given, whichever is greater, together with all compensation and benefits payable to which the Executive through is entitled in respect of all periods preceding the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controlarrangements. 5.3 5.3. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination Change in Control or, if more favorable to the Executive, as in effect immediately prior to the Change in ControlDate of Termination.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Termterm of this Agreement, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s 's base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s 's employment is terminated by the Company for Disability; provided, however, that such base salary payments shall be reduced by the sum of the amounts, if any, payable to the Executive at or prior to the time of any such base salary payment under disability benefit plans of the Company or under the Social Security disability insurance program, which amounts were not previously applied to reduce any such base salary payments. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay the Executive’s 's base salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to at the Date time the Notice of Termination or, if higher, as in effect immediately prior to the Change in Controlis given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in ControlCompany during such period. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Termterm of this Agreement, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits to the Executive as such payments become due. Such Subject to Section 6.1 hereof, such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control(other than this Agreement).

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disability. 5.2 1) If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as (the “Accrued Salary”) at the rate in effect immediately prior to the Date of Termination or, if higher, as the rate in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under and in accordance with the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. The Accrued Salary shall be paid to the Executive within thirty (30) days of the Date of Termination, with the payment date determined by the Company in its sole discretion. 5.3 (2) If the Executive’s 's employment shall be terminated terminate for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s normal 's post-termination compensation and benefits as such payments become dueset forth in this Agreement; provided, however, that, the severance benefits provided in Section 4.9(c) hereof, if applicable, shall be exclusive and the Executive shall not be entitled to participate in, or receive severance benefits under, any other severance plan or program that may be adopted by the Company or any other employment agreement. Such Any post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 SECTION 4.01. Following a Change in Control and during the Termof Control, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due Disability, the Executive shall be compensated as provided pursuant to physical the terms of the Company’s short- and long-term disability plans as in effect as of immediately prior to a Change of Control or, if more favorable, as of any time thereafter, together with all other compensation and benefits payable to the Executive pursuant to the terms of any compensation or mental illnessbenefit plan, program or arrangement maintained by the Company during such period. SECTION 4.02. If the Executive’s employment shall be terminated for any reason following a Change of Control, the Company shall pay the Executive’s base full salary to the Executive through the Date of Termination at the rate in effect at the commencement time the Notice of any such periodTermination is given, together with all other compensation and benefits payable to the Executive through the Date of Termination (including, without limitation, all incentive compensation amounts owed the Executive for a completed calendar year to the extent not yet then paid but excluding any annual bonus for the year in which the Date of Termination occurs to the extent the Executive is entitled to receive the Severance Payment described in Section 5.03) under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s employment is terminated by the Company for Disabilityperiod. 5.2 SECTION 4.03. If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Termof Control, the Company shall pay the Executive’s base salary and incentive compensation , subject to the Executive through the Date of Termination as in effect immediately prior to the Date of Termination orSection 5.01, if higher, as in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s such normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall may be determined under, and paid in accordance with, provided by the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements arrangements, as in effect as of immediately prior to the Date a Change of Termination Control or, if more favorable to the Executivefavorable, as in effect immediately prior to the Change in Controlof any time thereafter.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to at the Date of Termination or, if higher, as rate in effect immediately prior to the Change in ControlControl or, if greater, at the rate in effect at the time the Notice of Termination is given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Controlarrangements. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination Change in Control or, if to the extent more favorable to the Executive, as in effect immediately prior to the Change in ControlDate of Termination.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control or a Major Transaction and during the Termterm of this Agreement, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company XXXX Companies as a result of incapacity due to physical or mental illness, the Company shall pay provide the Executive with disability benefits equivalent to those under the Disability Insurance Plan (without regard to any amendment to such plan made subsequent to the Change in Control or Major Transaction which amendment adversely affect the Executive’s base salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), 's rights thereunder) until the Executive’s 's employment is terminated by the Company Employer for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the Termterm of this Agreement, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to at the Date time the Notice of Termination or, if higher, as in effect immediately prior to the Change in Controlis given, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of any compensation or benefit plan, program or arrangement maintained by the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior Employer during such period; except to the Date of Termination orextent that the Executive is receiving payments with respect to such period, if more favorable to the Executiveor a portion thereof, as in effect immediately prior to the Change in Controlaccordance with Section 5.1. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control or a Major Transaction and during the Termterm of this Agreement, the Company shall pay to the Executive the Executive’s normal post-termination compensation and benefits due the Executive as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s System's applicable retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior arrangements. Provided that the benefits payable to the Date of Termination or, if more favorable Executive pursuant to the Executive, as in effect immediately prior Standard Severance Plan for Non-Union Employees (the Severance Plan) or its successor do not exceed benefits payable to the Change in ControlExecutive under this Agreement, the Executive hereby waives all rights to benefits pursuant to the Severance Plan.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s 's full-time duties with the Company as a result of incapacity due to disability, including physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan), until the Executive’s 's employment is terminated by the Company for Disability. 5.2 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as at the rate in effect immediately prior to the Date of Termination or, if higher, as the rate in effect immediately prior to the Change in Control, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control. 5.3 If the Executive’s 's employment shall be terminated for any reason following a Change in Control and during the Term, the Company shall pay to the Executive the Executive’s 's normal post-termination compensation and benefits as such payments become duedue (other than severance payments under any severance plan as in effect immediately prior to the Date of Termination). Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to the Change in Control.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s employment is terminated by the Company for Disability; provided, however, that the amounts received under this Section 5.1 shall be reduced by any amounts received by the Executive with respect to the same period of time under any long term disability plan of the Company. For the avoidance of doubt, payments pursuant to this Section 5.1 are contingent on the Executive’s continued full-time employment until such time as (a) a Change in Control occurs during the Term, and (b) the Executive fails to perform full-time duties as a result of incapacity due to physical or mental illness, and are payable only for so long as the Executive continues to fail to perform full-time duties as a result of incapacity due to physical or mental illness or, if sooner, until the earlier of (i) the end of the Term, or (ii) the Executive’s employment is terminated by the Company for Disability. 5.2 If For the Executive’s employment shall be terminated for any reason services following a Change in Control and during the Term, the Company shall pay the Executive’s base full salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to at the Date of Termination or, if higher, as rate in effect immediately prior to the Change in ControlControl or, if higher, the rate in effect from time to time after the Change in Control and prior to any reduction thereof, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination Change in Control or, if more favorable to the Executive, as in effect immediately prior from time to time after the Change in ControlControl and prior to any reduction thereof. 5.3 If the Executive’s employment shall be terminated for any reason Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is (A) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (B) a Separation from Service by the Executive for Good Reason, the Company shall pay to the Executive after the Separation from Service the Executive’s normal post-termination compensation and benefits as such payments become due. Such post-termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to any adverse change therein after the Change in Control; provided that nothing in this Section 5.3 shall alter the terms of any stock option or any equity-based award. Nothing herein shall reduce or otherwise adversely affect any compensation and benefits to which the Executive may be entitled after Separation from Service under any of the Company’s retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect from time to time before or after a Change in Control. 5.4 In the event that a Change in Control occurs during the Term, (A) the Company shall, within five (5) days after such Change in Control, pay to the Executive a lump sum cash amount equal to the product of (i) the target annual bonus or incentive award applicable to the Executive under each of the Company’s annual bonus or incentive compensation plans (such target award to be determined pursuant to the provisions of each such plan or, if no such provisions exist in the case of any such plan, as determined by the Compensation Committee of the Board, as constituted immediately prior to the Change in Control, in its sole discretion), in respect of the year in which such Change in Control occurs and (ii) a fraction, the numerator of which shall be the number of months (including fractions thereof) from the first day of the year in which the Change in Control occurs to the date on which the Change in Control occurs, unless the Change in Control occurs during the year in which the Executive’s first day of employment by the Company occurs, in which case the numerator shall be the number of months (including fractions thereof) from the first day of employment by the Company to the date on which the Change in Control occurs, and the denominator of which shall be twelve (12); and (B) all options held by the Executive to acquire Company stock shall immediately become vested and exercisable in full, and all other Company stock-based awards held by the Executive shall vest and be paid at such time or times on or after the date on which such Change in Control occurs, and to such extent, as shall be set forth in the award agreement documenting such awards (it being understood and agreed that any stock-based award agreements will provide for vesting and payment of such awards in connection with a Change in Control at such time or times and on such terms and conditions as the Committee deems advisable to comply with or qualify for an exclusion from Section 409A of the Code). The lump sum cash amount payable pursuant to Section 5.4(A) above shall be credited against any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs pursuant to the Performance-Linked Bonus Plan for Selected Executive Officers or any other annual bonus or incentive plan in which the Executive participates in such year, provided that such annual bonus or incentive award qualifies (or will qualify) for treatment as a short-term deferral under Treasury Regulation section 1.409A-1(b)(4) or is otherwise not subject to Section 409A of the Code, it being the intention hereof that, between Section 5.4(A) above and any annual bonus or incentive award plan pursuant to which the Executive is entitled to an annual bonus or incentive award for the year in which the Change in Control occurs, the Executive will receive any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs but not less than the lump sum cash amount payable pursuant to Section 5.4(A) above.

Compensation Other Than Severance Payments. 5.1 Following a Change in Control and during the Term, during any period that the Executive fails to perform the Executive’s full-time 's full‑time duties with the Company as a result of incapacity due to physical or mental illness, the Company shall pay the Executive’s base 's full salary to the Executive at the rate in effect at the commencement of any such period, together with all compensation and benefits payable to the Executive under the terms of any compensation or benefit plan, program or arrangement maintained by the Company during such period (other than any disability plan)period, until the Executive’s 's employment is terminated by the Company for Disability; provided, however, that the amounts received under this Section 5.1 shall be reduced by any amounts received by the Executive with respect to the same period of time under any long term disability plan of the Company. For the avoidance of doubt, payments pursuant to this Section 5.1 are contingent on the Executive's continued full-time employment until such time as (a) a Change in Control occurs during the Term, and (b) the Executive fails to perform full-time duties as a result of incapacity due to physical or mental illness, and are payable only for so long as the Executive continues to fail to perform full-time duties as a result of incapacity due to physical or mental illness or, if sooner, until the earlier of (i) the end of the Term, or (ii) the Executive's employment is terminated by the Company for Disability. 5.2 If For the Executive’s employment shall be terminated for any reason 's services following a Change in Control and during the Term, the Company shall pay the Executive’s base 's full salary and incentive compensation to the Executive through the Date of Termination as in effect immediately prior to at the Date of Termination or, if higher, as rate in effect immediately prior to the Change in ControlControl or, if higher, the rate in effect from time to time after the Change in Control and prior to any reduction thereof, together with all compensation and benefits payable to the Executive through the Date of Termination under the terms of the Company’s 's compensation and benefit plans, programs or arrangements as in effect immediately prior to the Date of Termination Change in Control or, if more favorable to the Executive, as in effect immediately prior from time to time after the Change in ControlControl and prior to any reduction thereof. 5.3 If the Executive’s employment shall be terminated for any reason Executive has a Separation from Service following a Change in Control and during the Term, and such Separation from Service is (A) an involuntary Separation from Service (within the meaning of Treasury Regulation section 1.409A-1(n)(1)) by the Company other than for Cause or Disability, or (B) a Separation from Service by the Executive for Good Reason, the Company shall pay to the Executive after the Separation from Service the Executive’s 's normal post-termination post‑termination compensation and benefits as such payments become due. Such post-termination post‑termination compensation and benefits shall be determined under, and paid in accordance with, the Company’s 's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect immediately prior to the Date of Termination or, if more favorable to the Executive, as in effect immediately prior to any adverse change therein after the Change in Control; provided that nothing in this Section 5.3 shall alter the terms of any stock option or any equity-based award. Nothing herein shall reduce or otherwise adversely affect any compensation and benefits to which the Executive may be entitled after Separation from Service under any of the Company's retirement, insurance and other compensation or benefit plans, programs and arrangements as in effect from time to time before or after a Change in Control. 5.4 In the event that a Change in Control occurs during the Term, (A) the Company shall, within five (5) days after such Change in Control, pay to the Executive a lump sum cash amount equal to the product of (i) the target annual bonus or incentive award applicable to the Executive under each of the Company's annual bonus or incentive compensation plans (such target award to be determined pursuant to the provisions of each such plan or, if no such provisions exist in the case of any such plan, as determined by the Compensation Committee of the Board, as constituted immediately prior to the Change in Control, in its sole discretion), in respect of the year in which such Change in Control occurs and (ii) a fraction, the numerator of which shall be the number of months (including fractions thereof) from the first day of the year in which the Change in Control occurs to the date on which the Change in Control occurs, unless the Change in Control occurs during the year in which the Executive's first day of employment by the Company occurs, in which case the numerator shall be the number of months (including fractions thereof) from the first day of employment by the Company to the date on which the Change in Control occurs, and the denominator of which shall be twelve (12); and (B) all options held by the Executive to acquire Company stock shall immediately become vested and exercisable in full, and all other Company stock‑based awards held by the Executive shall vest and be paid at such time or times on or after the date on which such Change in Control occurs, and to such extent, as shall be set forth in the award agreement documenting such awards (it being understood and agreed that any stock-based award agreements will provide for vesting and payment of such awards in connection with a Change in Control at such time or times and on such terms and conditions as the Committee deems advisable to comply with or qualify for an exclusion from Section 409A of the Code). The lump sum cash amount payable pursuant to Section 5.4(A) above shall be credited against any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs pursuant to the Performance-Linked Bonus Plan for Selected Executive Officers or any other annual bonus or incentive plan in which the Executive participates in such year, provided that such annual bonus or incentive award qualifies (or will qualify) for treatment as a short-term deferral under Treasury Regulation section 1.409A-1(b)(4) or is otherwise not subject to Section 409A of the Code, it being the intention hereof that, between Section 5.4(A) above and any annual bonus or incentive award plan pursuant to which the Executive is entitled to an annual bonus or incentive award for the year in which the Change in Control occurs, the Executive will receive any annual bonus or incentive award to which the Executive may be entitled for the year in which the Change in Control occurs but not less than the lump sum cash amount payable pursuant to Section 5.4(A) above.