Common use of Compensation Other Than Severance Payments Clause in Contracts

Compensation Other Than Severance Payments. 5.1 If the Executive's employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereof, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the Change in Control, together with all compensation and benefits (including without limitation, pay for accrued but unused vacation) 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. 5.2 If the Executive's employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereof, the Company shall provide to the Executive the Executive's normal post-termination compensation and benefits (including but not limited to outplacement services and, if the Executive's place of employment was outside the United States, all benefits under the Company's repatriation policy to which the Executive would be entitled if there were approval by all Company departments whose approval is required under such policy) as such payments and benefits 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, policies 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 occurrence of the Change in Control.

Compensation Other Than Severance Payments. 5.1 If the Executive's ’s employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereofControl, the Company shall pay the Executive's ’s full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the Change in Control, together with all compensation and benefits (including without limitation, pay for accrued but unused vacation) 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 ControlTermination. 5.2 If the Executive's ’s employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereofControl, the Company shall provide to the Executive the Executive's ’s normal post-termination compensation and benefits (including but not limited to reasonable outplacement services and, if the Executive's ’s place of employment was outside the United States, all benefits under the Company's ’s repatriation policy to which the Executive would be entitled if there were approval by all Company departments whose approval is required under such policy) as such payments compensation and benefits 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, policies and arrangements as in effect immediately prior to the Date of Termination orTermination, if more favorable except that such payments and benefits shall be limited to the Executive, extent necessary to cause such payments and benefits to not be considered a deferral of compensation under Code section 409A as in effect immediately prior to a result of satisfying the occurrence of the Change in Controlregulatory exemption for reimbursements and certain other separation payments under a separation pay plan.

Compensation Other Than Severance Payments. 5.1 If the Executive's employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereofTerm, the Company shall pay the Executive's full salary to the Executive through the Date of Termination at the rate in effect immediately prior to the Date of Termination or, if higher, the rate in effect immediately prior to the Change in ControlTermination, together with all compensation and benefits (including without limitation, pay for accrued but unused vacationvacation and a pro-rata target annual bonus determined in accordance with Section 6.1(D)) 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 ControlTermination. 5.2 If the Executive's employment shall be terminated for any reason during the Term and following a Change in Control described in Section 6.1 hereofTerm, the Company shall provide to the Executive the Executive's normal post-termination compensation and benefits (including but not limited to outplacement services and, if the Executive's place of employment was outside the United States, all benefits under the Company's repatriation policy to which the Executive would be entitled if there were approval by all Company departments whose approval is required under such policy) as such payments and benefits become due; PROVIDED, HOWEVER, that the severance payments and benefits payable under this Agreement are in lieu of any other severance payments or benefits that the Executive would otherwise be entitled to, except as required under law. 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, policies 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 occurrence of the Change in ControlTermination.