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under the applicable Employment Agreement or Separation Plan. For any Participant whose Separation from
Service occurs before a Change in Control under circumstances constituting a Pre-CIC Termination, any Base
Severance Amount payable under this Plan is reduced by amounts previously paid with respect to Base Salary
and annual short term incentive compensation under an Employment Agreement or Separation Plan to the
Participant for any period after the Separation from Service. The CIC Severance Amounts are payable (o
r
installment payments will commence) on (x) the Executive’s Separation from Service date; or (y) for a Pre-CIC
Termination, the closing date of the Non-409ACIC, except that if the Release Consideration and Revocation
Period ends on or after December 15 of the calendar year in which the Participant incurs a Separation from
Service, any payments under this section 4.01(b)(iv)(B) that are otherwise payable in the calendar year of the
Participant’s Separation from Service shall be paid in a lump sum on the first business day of the following
calendar year.
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(v) Health Coverage. A Participant may continue participation at then-existing participation and coverage levels for the
Applicable Period following the Separation from Service in the Corporation’s group health and life insurance plans
comparable to the terms in effect from time to time for the Corporation’s senior executives, including any co-payment
and premium payment requirements, except that: (A) after the Applicable Period expires, the Participant will retain any
rights to continue coverage under the group health plans under the benefits continuation provisions pursuant to Section
4980B of the Code and to continue coverage under any life insurance plans by paying the applicable premiums of such
p
lans; (B) the Participant will no longer be eligible to receive the benefits otherwise receivable under this subsection as
of the date that the Participant becomes eligible to receive comparable benefits from a new employer or otherwise; an
d
(C) no Company may provide a cash payment in lieu of the benefits provided under this subsection.
(vi) Outplacement. For a period ending on the last day of the second calendar year following the year in which the
Participant’s Separation from Service occurred, the Participant will receive outplacement services from a firm selecte
d
by the applicable Company, at the Company’s expense, in an amount not to exceed $35,000. No Company may provide
a cash payment in lieu of this outplacement benefit.
(c) Equity and Long-Term Incentives. This Plan does not affect the vesting or payment of any equity or long-term incentive grants
or awards. Unvested equity and other long-term incentives as specified in individual award agreements, if applicable, shall vest
and pay with respect to each Participant in accordance with their terms.