Common use of Severance Not in Connection with a Change In Control Clause in Contracts

Severance Not in Connection with a Change In Control. If (x) the Executive is not entitled to the payments and benefits described in Section 5.6 and (y) during the Term either (1) the Company terminates the Term and the Executive’s employment for a reason other than Cause, death or disability or (2) the Executive resigns for Good Reason, subject to Section 13 hereof, the Company shall pay or provide to the Executive the following: A. The Executive’s Base Salary through the effective date of termination. B. The Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid in a lump sum as soon as practicable, and no later than March 15th of the year following the year to which such Annual Bonus relates. C. An amount (the “Non-Change in Control Severance”) equal to two-times to sum of (i) the Executive’s Base Salary immediately prior to the date of termination and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of termination, payable in a lump sum no later than the 60th day after the effective date of termination D. The Company shall continue to provide to the Executive the Continuing Employee Benefits for a period of twenty-four (24) months following the effective date of the termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as of immediately prior to the termination of employment, with any such cash payments to be made in accordance with the ordinary payroll practices of the Company.

Severance Not in Connection with a Change In Control. If (x) the Executive is not entitled to the payments and benefits described in Section 5.6 5.7 and (y) during the Term either (1) the Company terminates the Term and the Executive’s employment for a reason other than Cause, death death, disability or disability Retirement or (2) the Executive resigns for Good Reason, subject to Section 13 hereof, the Company shall pay or provide to the Executive the followingfollowing amounts: A. The Executive’s Base Salary and Unused Vacation through the effective date of termination. B. The termination and the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid in a lump sum as soon as practicable, and no later than March 15th of the year sixty (60) days, following the year to which such Annual Bonus relates. C. An amount (the “Non-Change in Control Severance”) equal to two-times to sum of (i) the Executive’s Base Salary immediately prior to the date of termination and (ii) the average of the Annual Bonuses earned for the three (3) years preceding the year of termination, payable in a lump sum no later than the 60th day after the effective date of terminationthe termination in accordance with the Company’s usual payroll practices (not less frequently than monthly). D. B. The Company shall continue to provide to the Executive the Continuing Employee Benefits for a period of twenty-four (24) months following the effective date of the termination (based on such cost sharing and benefits being provided to the Executive on the effective date of termination, but subject to such changes as the Company may adopt from time to time thereafter for its senior executives), reduced by any similar benefits received from later employment, as if the Executive had continued employment during such period; or, as an alternative, the Company may elect to pay the Executive cash in lieu of such participation in an amount equal to the Company’s cost sharing amount as percentage of immediately prior the Executive’s reasonable cost of obtaining comparable coverage or benefits, where such participation may not be continued by the Company (or where such participation would adversely affect the tax status of the applicable plan pursuant to which the termination of employmentbenefits are provided), with any such cash payments to be made in accordance with the ordinary payroll practices of the CompanyCompany (not less frequently than monthly) for employees generally for the period during which such cash payments are to be provided. C. In consideration of the covenants set forth in Section 4, the Executive shall be paid the Covenant Payments in the manner provided in Section 4.4. Notwithstanding the foregoing, if payment of any of the foregoing amounts at the time designated above would result in a prohibited acceleration or delay under Section 409A of the Code, then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement relating to such amount absent such prohibited acceleration or delay.