Common use of Payments on Certain Terminations Not in Connection with Change in Control Clause in Contracts

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC Protected Period, (a) the Company terminates Executive’s employment with the Company for any reason other than (x) Cause or (y) Executive’s Total Disability or (b) Executive terminates his employment with the Company for Non-CIC Good Reason, then Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 4, be entitled to the following payments and benefits (the “Non-CIC Benefits”) in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policies: (i) The Company will pay Executive his Base Salary, in equal installments in arrears and on the same schedule as paid before his Termination Date, for a period (the “Non-CIC Severance Period”) commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after the Termination Date, or (B) the End Date, at the rate in effect on his Termination Date. (ii) The Company will pay Executive, at the time and in the amounts set forth immediately below, Executive’s (x) bonus amount earned under the Incentive Plan for that portion of the Termination Performance Period ending on Executive’s Termination Date and (y) the bonus amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Capped Incentive Payout for such Performance Period or, alternatively, in the event that the Non-CIC Severance Period ends within such Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. (C) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(ii) (B) and (C), in determining whether to count the month in which the Non-CIC Severance Period ends, if the end of the Non-CIC Severance Period falls on a date on or before the 15th of a month, such month shall not be counted but, if the end of the Non-CIC Severance Period falls on a date after the 15th of a month, such month shall be counted. This Section 4.01(ii) assumes that Performance Periods under the Incentive Plan are 12 months in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Performance Periods in which severance payouts shall be made, such that (i) the final payment made to Executive under this Section 4.01(ii) shall be made at the time payouts are made for the Performance Period in which the Non-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Incentive Plan for the Non-CIC Severance Period had the Performance Periods remained 12 months in length. (iii) During the Non-CIC Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that Executive was receiving or was entitled to receive as of the Termination Date, except that long term-disability and short-term disability benefits shall cease on Executive’s last day worked as an employee of the Company, but if Executive becomes employed full-time during the Non-CIC Severance Period, Executive’s entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company shall immediately cease, except that Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such Company’s group health care plans by paying the applicable premium therefor. (iv) During the Non-CIC Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of the Non-CIC Severance Period. (v) The end of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option and restricted stock programs. In all events, Executive’s right to receive the Non-CIC Benefits shall cease immediately if Executive is re-employed by the Company or an affiliate of the Company or if Executive breaches the Restrictive Covenants. In all cases, the Company’s rights under Section 5 shall continue.

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC Protected Period, (a) the Company terminates Executive’s employment with the Company for any reason other than (x) Cause or (y) Executive’s Total Disability or (b) Executive terminates his employment with the Company for Non-CIC Good Reason, then Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 4, be entitled to the following payments and benefits (the “Non-CIC Benefits”) in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policies: (i) The Company will pay Executive his Base Salary, in equal installments in arrears and on the same schedule as paid before his Termination Date, for a period (the “Non-CIC Severance Period”) commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after the Termination Date, or (B) the End Date, at the rate in effect on his Termination Date. (ii) The Company will pay Executive, at the time and in the amounts set forth immediately below, Executive’s (x) bonus incentive amount earned under the Incentive Plan for that portion of the Termination Performance Period ending on Executive’s Termination Date and (y) the bonus incentive amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, but no later than March 15 of the following year, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period, the The Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Capped Incentive Payout for such Performance Period or, alternatively, in the event that the Non-CIC Severance Period ends within such Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. later of (Cx) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for the next Performance Period, but no later than March 15 of the year following that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(iior (y) (B) and (C), in determining whether to count the month in which the Non-CIC Severance Period ends, if the end of the Non-CIC Severance Period falls on a date on or before Period, an amount equal to 1.5 times the 15th of a month, such month shall not be counted but, if the end of the Non-CIC Severance Period falls on a date after the 15th of a month, such month shall be countedCapped Incentive Payout. This Section 4.01(ii) assumes that Performance Periods under the Incentive Plan are 12 months in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Performance Periods in which severance payouts shall be made, such that (i) the final payment made to Executive under this Section 4.01(ii) shall be made at the time payouts are made for the Performance Period in which the Non-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Incentive Plan for the Non-CIC Severance Period had the Performance Periods remained 12 months in length. (iii) During the Non-CIC Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that Executive was receiving or was entitled to receive as of the Termination DateDate in accordance with the terms of the relevant Company plan or policy, except that long term-disability and short-term disability benefits shall cease on Executive’s last day worked as an employee of the Company, but if Executive becomes employed full-time during the Non-CIC Severance Period, Executive’s entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company shall immediately cease, except that Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such Company’s group health care plans by paying the applicable premium therefor. (iv) During the Non-CIC Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of the Non-CIC Severance Period. (v) The Except as provided in a grant or award agreement made prior to the date of this Agreement, and unless the Board, or its Compensation Committee adopts a more favorable policy for Senior Officers generally, the end of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option option, restricted stock and restricted stock unit and other equity programs. In all events, Executive’s right to receive the Non-CIC Benefits shall cease immediately if Executive is re-employed by the Company or an affiliate of the Company or if Executive breaches the Restrictive Covenants. In all cases, the Company’s rights under Section 5 shall continue.

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC the Change in Control Protected Period, (a) the Company terminates Executive’s 's employment with the Company for any reason other than (x) Cause or (y) Executive’s 's Total Disability or (b) the Executive terminates his employment with the Company upon Constructive Discharge or Resignation for Non-CIC Good ReasonSuccession, then the Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 426, be entitled to the following payments and benefits (the “"Non-CIC Change in Control Benefits”") in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policies: (i) The Company will pay Executive his Base Salary, in equal installments in arrears and on the same schedule as paid before his Termination Date, for a period (the “"Non-CIC Change in Control Severance Period”") commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after eighteen (18) month anniversary of the Termination DateDate (or, if the Executive terminates his employment by reason of a Resignation for Non-Succession, the twelve (12) month anniversary of the Termination Date or the date on which the Executive becomes re-employed, whichever occurs first), or (B) the End Date, at the rate in effect on his Termination Date.; (ii) The Company will pay Executive, at For the time and Performance Period in the amounts set forth immediately below, Executive’s (x) bonus amount earned under the Incentive Plan for that portion of which the Termination Performance Period ending on Executive’s Termination Date and (y) the bonus amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Periodoccurs, the Company will pay the Executive, at the time when payouts are made for that Performance PeriodPeriod under the Short-Term Incentive Plan, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period. In addition, the Company will pay Executive, at the time when payouts are made for that Performance Period, Executive an amount equal to 1/12th (adjusted appropriately if the Capped Performance Period in which the Termination Date occurs is other than a 12- month period) of the Termination Period Incentive Payout for such at the end of each month that (1) follows the Performance Period or, alternatively, in which the event that Termination Date occurs and (2) ends with or within the Non-CIC Change in Control Severance Period ends within such Performance Period. In determining the number of months, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. (C) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(ii) this clause (B) and (Cii), in determining whether to count both the month in which the Non-CIC Severance Period ends, if Termination Date and the end of the Non-CIC Change in Control Severance Period will be rounded to the nearest month boundary by rounding to the beginning of the month if the date falls on a date on or before the 15th of a month, such the month shall not be counted but, and to the beginning of the following month if the end of the Non-CIC Severance Period date falls on a date after the 15th of a the month, such month shall be counted. This Section 4.01(ii) assumes that Performance Periods Any stock options granted in lieu of Targeted Compensation under the Short- Term Incentive Plan are 12 months will continue to vest during the Non-Change in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Control Severance Period; (A) For Performance Periods in which severance payouts shall the Termination Date occurs and in which the Long-Term Incentive Plan awards are to be mademeasured in cash, such that (i) the final payment made Company will pay the award with respect to Executive under this Section 4.01(ii) shall be made each Performance Period at the time payouts are payment would be made under the plan for the Performance Period, without regard to any participation requirement, and, with respect to each Performance Period, will pay an amount equal to the Termination Period Incentive Payout; (B) for Performance Periods in which the NonTermination Date occurs and in which the Long-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Term Incentive Plan for awards are to be measured in stock options, the options granted with respect to each Performance Period will continue to vest during the Non-CIC Change in Control Severance Period had the Performance Periods remained 12 months in length.Period; (iiiiv) During the Non-CIC Change in Control Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental dental, life, and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that the Executive was receiving or was entitled to receive as of the Termination Date, except that long term-disability and short-term disability benefits shall cease on the Executive’s 's last day worked as an employee of the Company, but if the Executive becomes employed full-time during the Non-CIC Change in Control Severance Period, the Executive’s 's entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company continuation of these benefits shall immediately cease, except that the Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such the Company’s group health care 's welfare benefit plans by paying the applicable premium therefor.; (ivv) During the Non-CIC Change in Control Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of employed; and (vi) During the Non-CIC Change in Control Severance Period. , the Company will provide Executive with all applicable executive perquisites that the Executive was receiving or was entitled to receive on the Termination Date (vincluding automobile allowance, communications services and all miscellaneous services) The end other than country club membership dues and accrual of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option and restricted stock programsvacation. In all events, the Executive’s 's right to receive the Non-CIC Change in Control Benefits shall cease immediately if the Executive is re-employed by the Company or an affiliate of the Company or if the Executive breaches the Restrictive Covenants. In all cases, the Company’s 's rights under Section 5 29(a) shall continue.

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC Protected Period, (a) the Company terminates Executive’s employment with the Company for any reason other than (x) Cause or (y) Executive’s Total Disability or (b) Executive terminates his her employment with the Company for Non-CIC Good Reason, then Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 4, be entitled to the following payments and benefits (the “Non-CIC Benefits”) in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policies: (i) The Company will pay Executive his her Base Salary, in equal installments in arrears and on the same schedule as paid before his her Termination Date, for a period (the “Non-CIC Severance Period”) commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after the Termination Date, or (B) the End Date, at the rate in effect on his her Termination Date. (ii) The Company will pay Executive, at the time and in the amounts set forth immediately below, Executive’s (x) bonus amount earned under the Incentive Plan for that portion of the Termination Performance Period ending on Executive’s Termination Date and (y) the bonus amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Capped Incentive Payout for such Performance Period or, alternatively, in the event that the Non-CIC Severance Period ends within such Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. (C) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(ii) (B) and (C), in determining whether to count the month in which the Non-CIC Severance Period ends, if the end of the Non-CIC Severance Period falls on a date on or before the 15th of a month, such month shall not be counted but, if the end of the Non-CIC Severance Period falls on a date after the 15th of a month, such month shall be counted. This Section 4.01(ii) assumes that Performance Periods under the Incentive Plan are 12 months in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Performance Periods in which severance payouts shall be made, such that (i) the final payment made to Executive under this Section 4.01(ii) shall be made at the time payouts are made for the Performance Period in which the Non-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Incentive Plan for the Non-CIC Severance Period had the Performance Periods remained 12 months in length. (iii) During the Non-CIC Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that Executive was receiving or was entitled to receive as of the Termination Date, except that long term-disability and short-term disability benefits shall cease on Executive’s last day worked as an employee of the Company, but if Executive becomes employed full-time during the Non-CIC Severance Period, Executive’s entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company shall immediately cease, except that Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such Company’s group health care plans by paying the applicable premium therefor. (iv) During the Non-CIC Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of the Non-CIC Severance Period. (v) The end of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option and restricted stock programs. In all events, Executive’s right to receive the Non-CIC Benefits shall cease immediately if Executive is re-employed by the Company or an affiliate of the Company or if Executive breaches the Restrictive Covenants. In all cases, the Company’s rights under Section 5 shall continue.

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC Protected Period, (a) the Company terminates Executive’s employment with the Company for any reason other than (x) Cause or (y) Executive’s Total Disability or (b) Executive terminates his her employment with the Company for Non-CIC Good ReasonReason and, in either event such termination constitutes a Separation from Service, then Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 4, be entitled to the following payments and benefits (the “Non-CIC Benefits”) in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policiesbelow: (i) The Company will pay Executive his her Base Salary, in equal installments in arrears and on the same schedule as paid before his Termination Date, for a period (the “Non-CIC Severance Period”) commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after the Termination Date, or (B) the End Date, at the rate in effect prior to her termination of employment, in equal bi-weekly installments on his Termination Date.the regular payroll dates under the Company’s payroll practices applicable to Executive on the date of this Agreement for the Non-CIC Severance Period, except that (A) if the Release Consideration and Revocation Period ends on or after December 15th of the calendar year of Executive’s Separation from Service, such installments that are otherwise payable in the year of the Executive’s Separation from Service shall be paid in a lump sum on the first business day of the following calendar year or (B) if Executive is a Specified Employee, with respect to any amount payable by reason of the Separation from Service that constitutes deferred compensation within the meaning of Section 409A of the Code, such installments shall not commence until after the end of the six continuous month period following the date of Executive’s Separation from Service, in which case, Executive shall be paid a lump-sum cash payment equal to the aggregate amount of missed installments during such period on the first day of the seventh month following the date of Executive’s Separation from Service; (ii) The Company will pay Executive, at the time and in the amounts set forth immediately below, Executive’s (x) bonus amount earned under the Incentive Plan for that portion of the Termination Performance Period ending on Executive’s Termination Date date of Separation from Service and (y) the bonus amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, an amount equal to the Capped Incentive Payout for such Performance Period or, alternatively, in the event that the Non-CIC Severance Period ends within such Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. (C) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(ii) (B) and (C), in determining whether to count the month in which the Non-CIC Severance Period ends, if the end of the Non-CIC Severance Period falls on a date on or before the 15th of a month, such month shall not be counted but, if the end of the Non-CIC Severance Period falls on a date after the 15th of a month, such month shall be counted. This Section 4.01(ii) assumes that Performance Periods under the Incentive Plan are 12 months in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Performance Periods in which severance payouts shall be made, such that (i) the final payment made to Executive under this Section 4.01(ii) shall be made at the time payouts are made for the Performance Period in which the Non-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Incentive Plan for the Non-CIC Severance Period had the Performance Periods remained 12 months in length. Notwithstanding anything in this Section 4.01(ii) to the contrary, each such payment shall be payable in accordance with the provisions of the Incentive Plan in the calendar year in which the Non-CIC Termination Period Incentive Payout or Capped Incentive Payout, as applicable, is determined, and in all events, not later than December 31st of the year in which each such payout is determined. (iii) During the Non-CIC Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that Executive was receiving or was entitled to receive as of the Termination Datedate of Separation from Service, except that long term-disability and short-term disability benefits shall cease on Executive’s last day worked as an employee date of the CompanySeparation from Service, but if Executive becomes employed full-time during the Non-CIC Severance Period, Executive’s entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company shall immediately cease, except that Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such Company’s group health care plans by paying the applicable premium therefor. (iv) During the Non-CIC Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of the Non-CIC Severance Period; provided, however, that all such outplacement services must be completed, and all payments by the Company must be made, by December 31st of the second calendar year following the calendar year in which Executive’s Separation from Service occurs. (v) The end of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option and restricted stock programs. In all events, Executive’s right to receive the Non-CIC Benefits shall cease immediately if Executive is re-employed by the Company or an affiliate of the Company or if Executive breaches the Restrictive Covenants. In all cases, the Company’s rights under Section 5 shall continue.

Payments on Certain Terminations Not in Connection with Change in Control. If, during the Employment Term but not within a CIC the Change in Control Protected Period, (a) the Company terminates Executive’s 's employment with the Company for any reason other than (x) Cause or (y) Executive’s 's Total Disability or (b) the Executive terminates his employment with the Company for Non-CIC Good Reasonupon Constructive Discharge, then the Executive shall, subject to Section 2.05 and the other applicable provisions of this Section 426, be entitled to the following payments and benefits (the “"Non-CIC Change in Control Benefits”") in lieu of any other payments or benefits available under Section 4.02 below or under any and all Company separation plans or policies: (i) The Company will pay Executive his Base Salary, in equal installments in arrears and on the same schedule as paid before his Termination Date, for a period (the “"Non-CIC Change in Control Severance Period”") commencing on the Termination Date and ending on the earlier to occur of (A) the date 18 months after eighteen (18) month anniversary of the Termination Date, or (B) the End Date, at the rate in effect on his Termination Date.; (ii) The Company will pay Executive, at For the time and Performance Period in the amounts set forth immediately below, Executive’s (x) bonus amount earned under the Incentive Plan for that portion of which the Termination Performance Period ending on Executive’s Termination Date and (y) the bonus amount under the Incentive Plan for the Non-CIC Severance Period. Such amounts shall be calculated and paid as follows: (A) For the Termination Performance Periodoccurs, the Company will pay the Executive, at the time when payouts are made for that Performance PeriodPeriod under the Short-Term Incentive Plan, an amount equal to the Non-CIC Termination Period Incentive Payout. (B) For the Post I Termination Performance Period. In addition, the Company will pay Executive, at the time when payouts are made for that Performance Period, Executive an amount equal to 1/12th (adjusted appropriately if the Capped Performance Period in which the Termination Date occurs is other than a 12-month period) of the Termination Period Incentive Payout for such at the end of each month that (1) follows the Performance Period or, alternatively, in which the event that Termination Date occurs and (2) ends with or within the Non-CIC Change in Control Severance Period ends within such Performance Period. In determining the number of months, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. (C) In the event that the Non-CIC Severance Period ends in the Post II Termination Performance Period, the Company will pay Executive, at the time when payouts are made for that Performance Period, the Capped Incentive Payout for such Performance Period prorated through the month in which the Non-CIC Severance Period ends. For purposes of Sections 4.01(ii) this clause (B) and (Cii), in determining whether to count both the month in which the Non-CIC Severance Period ends, if Termination Date and the end of the Non-CIC Change in Control Severance Period will be rounded to the nearest month boundary by rounding to the beginning of the month if the date falls on a date on or before the 15th of a month, such the month shall not be counted but, and to the beginning of the following month if the end of the Non-CIC Severance Period date falls on a date after the 15th of a the month, such month shall be counted. This Section 4.01(ii) assumes that Performance Periods Any stock options granted in lieu of Targeted Compensation under the Short-Term Incentive Plan are 12 months will continue to vest during the Non- Change in length. To the extent that Performance Periods are greater or lesser than 12 months, the above payout schedule shall be appropriately adjusted by the Company, either by increasing or decreasing the number of Control Severance Period; (A) For Performance Periods in which severance payouts shall the Termination Date occurs and in which the Long-Term Incentive Plan awards are to be mademeasured in cash, such that (i) the final payment made Company will pay the award with respect to Executive under this Section 4.01(ii) shall be made each Performance Period at the time payouts are payment would be made under the plan for the Performance Period, without regard to any participation requirement, and, with respect to each Performance Period, will pay an amount equal to the Termination Period Incentive Payout; (B) for Performance Periods in which the NonTermination Date occurs and in which the Long-CIC Severance Period ends, and (ii) Executive shall receive no less than nor no greater than the amount, using concepts and formulas consistent with those provided in this Section 4.01(ii), that would have accrued and been payable to Executive under the Term Incentive Plan for awards are to be measured in stock options, the options granted with respect to each Performance Period will continue to vest during the Non-CIC Change in Control Severance Period had the Performance Periods remained 12 months in length.Period; (iiiiv) During the Non-CIC Change in Control Severance Period, the Company will provide any employee benefit (including, but not limited to, executive medical, dental dental, life, and life coverage, qualified or nonqualified retirement benefits, and other benefits generally provided to Senior Officers other than country club membership dues and accrual of vacation) that the Executive was receiving or was entitled to receive as of the Termination Date, except that long termlong-term disability and short-term disability benefits shall cease on the Executive’s 's last day worked as an employee of the Company, but if the Executive becomes employed full-time during the Non-CIC Change in Control Severance Period, the Executive’s 's entitlement to continued participation in any medical, dental or other group health plan sponsored by the Company continuation of these benefits shall immediately cease, except that the Executive shall retain any rights to continue coverage under the COBRA continuation provisions of such the Company’s group health care 's welfare benefit plans by paying the applicable premium therefor.; (ivv) During the Non-CIC Change in Control Severance Period, the Company will pay for outplacement counseling by a firm selected by the Company to continue until the earlier of such time as Executive becomes re-employed or the end of employed; and (vi) During the Non-CIC Change in Control Severance Period. , the Company will provide Executive with all applicable executive perquisites that the Executive was receiving or was entitled to receive on the Termination Date (vincluding automobile allowance, communications services and all miscellaneous services) The end other than country club membership dues and accrual of the Non-CIC Severance Period will be treated as Executive’s termination date for purposes of the Company’s stock option and restricted stock programsvacation. In all events, the Executive’s 's right to receive the Non-CIC Change in Control Benefits shall cease immediately if the Executive is re-employed by the Company or an affiliate of the Company or if the Executive breaches the Restrictive Covenants. In all cases, the Company’s 's rights under Section 5 29(a) shall continue.