Common use of Termination by the Company Without Cause or by the Executive with Good Reason Clause in Contracts

Termination by the Company Without Cause or by the Executive with Good Reason. If, during the Employment Period, the Company shall terminate the Executive’s employment Without Cause or the Executive shall terminate the Executive’s employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. an amount equal to the Accrued Obligations; and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions of Section 6(h) below, for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without Cause or by the Employee for Good Reason and (B) the Company has securities which are publicly traded on an “established securities market” and the Executive is a “specified employee,” in each case within the meaning of Section 409A of the Code, as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date of Termination occurs, or (2) the amount described in Section 401(a)(17) of the Code for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after the Date of Termination. The provisions of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Section 409A of the Code. (vi) Notwithstanding anything in this Section 6(b) to the contrary, if the termination of the Executive's employment by the Company Without Cause or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A of the Code and the Treasury Regulations thereunder, the payments required to be made by the Company to the Executive pursuant to clauses (i)B. and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable).

Termination by the Company Without Cause or by the Executive with Good Reason. IfDuring the Term, during the Employment Period, the Company shall terminate if the Executive’s employment Without is terminated by the Company without Cause as provided in Section 3(d), or the Executive shall terminate the Executive’s terminates his employment for Good ReasonReason as provided in Section 3(e), then the Company shall pay the Executive his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release: (i) the Company shall pay the Executive an amount equal to one times the Executive’s Base Salary (the “Severance Amount”); and (ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in a lump sum an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and (iii) the amounts payable under this Section 4(b) shall be paid out in cash substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 30 60 days after the Date of Termination Termination; provided, however, that if the aggregate 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the following amounts: A. an amount equal initial payment shall include a catch-up payment to cover amounts retroactive to the Accrued Obligations; and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions of Section 6(h) below, for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without Cause or by the Employee for Good Reason and (B) the Company has securities which are publicly traded on an “established securities market” and the Executive is a “specified employee,” in each case within the meaning of Section 409A of the Code, as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date of Termination occurs, or (2) the amount described in Section 401(a)(17) of the Code for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after immediately following the Date of Termination. The provisions Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Treasury Regulation Section 409A of the Code1.409A-2(b)(2). (viiv) Notwithstanding anything in this Section 6(b) to the contrary, if the termination The receipt of the Executive's employment by the Company Without Cause any severance payments or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of the Code this Agreement and the Treasury Regulations thereunderattached hereto as Exhibit A, the payments required terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to be made by all other legal and equitable remedies, the Company shall have the right to the terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to clauses (i)B. Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable)Release.

Termination by the Company Without Cause or by the Executive with Good Reason. If, during the Employment Period, the Company shall terminate If the Executive’s employment Without Cause or the Executive shall terminate the Executive’s employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. an amount equal to the Accrued Obligations; and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions of Section 6(h) below, for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without without Cause as provided in Section 4(d), or by the Employee Executive terminates his employment for Good Reason and (B) as provided in Section 4(e), then the Company has securities which are publicly traded on an shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “established securities market” Release”) within the twenty-one (21) day period following the Date of Termination and the Executive is a “specified employee,” in each case within the meaning of Section 409A expiration of the Codeseven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum amount in cash equal to four (4) times the Executive’s Base Salary (the “Severance Amount”), within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date remainder of Termination occurs, or (2) the amount described in Section 401(a)(17) of the Code for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after the Date of Termination. The provisions of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Section 409A of the Codetheir full term. (vi) Notwithstanding anything in this Section 6(b) to the contrary, if the termination of the Executive's employment by the Company Without Cause or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A of the Code and the Treasury Regulations thereunder, the payments required to be made by the Company to the Executive pursuant to clauses (i)B. and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable).

Termination by the Company Without Cause or by the Executive with Good Reason. If, during the Employment Period, the Company shall terminate If the Executive’s employment Without Cause or the Executive shall terminate the Executive’s employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. an amount equal to the Accrued Obligations; and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions of Section 6(h) below, for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without without Cause as provided in Section 4(d), or by the Employee Executive terminates his employment for Good Reason and (B) as provided in Section 4(e), then the Company has securities which are publicly traded on an shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “established securities market” Release”) within the twenty-one (21) day period following the Date of Termination and the Executive is a “specified employee,” in each case within the meaning of Section 409A expiration of the Codeseven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum amount in cash equal to one (1) time the Executive’s Base Salary and Annual Target Bonus (the “Severance Amount”), within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date remainder of Termination occurs, or (2) the amount described in Section 401(a)(17) of the Code for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after the Date of Termination. The provisions of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Section 409A of the Codetheir full term. (vi) Notwithstanding anything in this Section 6(b) to the contrary, if the termination of the Executive's employment by the Company Without Cause or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A of the Code and the Treasury Regulations thereunder, the payments required to be made by the Company to the Executive pursuant to clauses (i)B. and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable).

Termination by the Company Without Cause or by the Executive with Good Reason. If, during the Employment Period, the Company shall terminate If the Executive’s employment Without Cause or the Executive shall terminate the Executive’s employment for Good Reason: (i) the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts: A. an amount equal to the Accrued Obligations; and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions of Section 6(h) below, for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without without Cause as provided in Section 4(d), or by the Employee Executive terminates his employment for Good Reason and (B) as provided in Section 4(e), then the Company has securities which are publicly traded on an shall pay the Executive his Accrued Benefit. In addition: (i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “established securities market” Release”) within the twenty-one (21) day period following the Date of Termination and the Executive is a “specified employee,” in each case within the meaning of Section 409A expiration of the Codeseven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive twelve (12) equal monthly payments in amount in cash equal to one (1) times the Executive’s Base Salary (the “Severance Amount”), beginning thirty (30) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and (ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock options and stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall become vested and exercisable as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date remainder of Termination occurs, or (2) the amount described in Section 401(a)(17) of the Code for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after the Date of Termination. The provisions of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Section 409A of the Codetheir full term. (vi) Notwithstanding anything in this Section 6(b) to the contrary, if the termination of the Executive's employment by the Company Without Cause or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A of the Code and the Treasury Regulations thereunder, the payments required to be made by the Company to the Executive pursuant to clauses (i)B. and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable).

Termination by the Company Without Cause or by the Executive with Good Reason. If, during the Employment Period, the Company shall terminate If the Executive’s employment Without is terminated by the Company without Cause as provided in Section 4(d), or the Executive shall terminate the Executive’s terminates his employment for Good Reason:Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition, subject to signing by the Executive of a general release of claims in a form and manner satisfactory to the Company within 45 days of the receipt by the Executive of such release an the expiration of the seven day revocation period, (i) the Company shall pay the Executive an amount equal to fifty percent (50%) of the Executive’s Base Salary (the “Severance Amount”). The Severance Amount shall be paid in substantially equal installments accordance with the Company’s usual payroll practice over six months. Solely for purposes of Section 409A of the Internal Revenue Code of 1896, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Confidentiality Agreement (defined below in Section 8), all payments of the Severance Amount shall immediately cease. Furthermore, in the event the Executive terminates his employment for Good Reason as provided in Section 4(e), he shall be entitled to the Executive Severance Amount only if he provides the Notice of Termination provided for in a lump sum in cash Section 4(f) within 30 days after the Date of Termination the aggregate occurrence of the following amounts: A. an amount equal to the Accrued Obligationsevent or events which constitute such Good Reason as specified in Section 4(e); and B. an amount equal to the Severance Obligations; and C. an amount equal to the SERP Benefit; (ii) Subject to the provisions extent authorized by and consistent with 29 U.S.C. § 1161 et seq., commonly referred to as COBRA (“COBRA”), the Executive shall continue to participate in the Company’s group health, dental and vision benefit programs, at the sole expense of the Company, for twelve (12) months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under COBRA; and (iii) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 6(h409A(a)(2)(B)(i) belowof the Code”, for three years and if any payment that the Executive becomes entitled to under this Agreement is considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earliest of (i) six months after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue the Welfare Benefits; (iii) the Company shall, at its sole expense as incurred, provide the Executive with the Outplacement Assistance Benefit: and (iv) to the extent not theretofore paid or provided, the Company shall timely pay or provide the Other Benefits to the Executive. (v) In the event that during the Employment Period (A) the Executive's employment is terminated by the Company Without Cause or by the Employee for Good Reason and (B) the Company has securities which are publicly traded on an “established securities market” and the Executive is a “specified employee,” in each case within the meaning of Section 409A of the Code, as of the Date of Termination, then notwithstanding the preceding provisions of this Section 6(b), the payments and benefits to be made or provided to the Executive pursuant to clauses (i)B. and C. and clauses (ii) and (iv) of this Section 6(b) prior to the date which is six months and one day after the Date of Termination shall not exceed the sum of (X) two times the lesser of (1) the Executive’s annualized salary for the Company’s taxable year in which the Date of Termination occursdeath, or (2iii) such other date as will cause such payment not to be subject to such interest and additional tax, and the initial payment shall include a catch-up amount described in Section 401(a)(17) of covering amounts that would otherwise have been paid during the Code first six-month period but for the calendar year in which the Date of Termination occurs (the "Termination Year"), plus (Y) the applicable dollar amount under Section 402(g)(1)(B) of the Code for the Termination Year, plus (Z) the medical and dental benefits to be provided in accordance with Section 4(b)(iv) application of this Agreement (collectively, the “Permitted Payments”). To the extent that the preceding provisions of this Section 6(b) would require payment to the Executive during the six month period commencing on the Date of Termination of any amount in excess of the Permitted Payments, such excess shall be paid to the Executive (without interest) on the date that is six months plus one day after the Date of Termination. The provisions of this clause (v) shall apply only in the event and to the extent necessary to prevent the imposition of any accelerated or additional tax under Section 409A of the CodeSection. (vi) Notwithstanding anything in this Section 6(b) to the contrary, if the termination of the Executive's employment by the Company Without Cause or by the Executive with Good Reason occurs more than two years after the Change of Control, then in the event that the provisions of this Section 6(b) are subject to aggregation with any other separation pay plan of the Company offering involuntary termination benefits to the Executive pursuant to Section 409A of the Code and the Treasury Regulations thereunder, the payments required to be made by the Company to the Executive pursuant to clauses (i)B. and C. of this Section 6(b) shall be paid to the Executive at the time and in accordance with the provisions of such other separation pay plan of the Company (but subject to the provisions of clauses (v) of this Section 6(b), if applicable).