By Company for Reason Other Than Cause. Company may terminate this Agreement and Executive’s employment for any reason whatsoever, or for no reason, in Company’s sole discretion by providing a Notice of Termination (as defined in Section 5(e) below). For purposes of this Agreement, acceptance by Company of Executive’s resignation upon Company’s request or by mutual agreement shall be deemed to be a termination by Company according to this Section 5(d)(i). In the event that Executive’s employment is terminated by Company for any reason other than Cause (defined in Section 5(d)(ii) below) and not due to Executive’s death or Disability, then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in Section 5(f) below) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, # Company shall pay Executive # a lump sum equal to one and one-half times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and # an amount equal to one and one-half times Executive’s Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last business day of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executive’s having paid the COBRA Premium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executive’s sole responsibility. Collectively, the payments made under this Section shall be referred to as the “Without Cause Separation Package.”

All Officers who are SMC members at the time of Job Elimination shall be reimbursed for any premiums paid by the Officer for continuation of coverage under COBRA with respect to any benefit plans maintained by the Corporation for which the Officer is eligible to elect COBRA coverage and does elect COBRA coverage.

The amount of the Health Benefits Payment is the difference, per week, between COBRA continuation coverage premiums for yourself and your covered dependents and the amount you paid as an employee per week for health benefits coverage for yourself and your covered dependents, multiplied by your number of Weeks of Severance Pay. For example, if you were contributing $50 per month for medical coverage for yourself and your dependents prior to your Termination Date and your cost for COBRA continuation coverage is $400 per month, then the difference between the cost of your COBRA continuation coverage and your cost for coverage as an employee is $350 per month, or $80.77 per week ($350/mo. x 12 mos. = $4,200 per yr.; $4,200 per yr./52 wks. = $80.77 per wk). If you had 30 Weeks of Severance Pay, then your Health Benefits Payment in this example would be 30 wks. x $80.77 per wk.= $2,423.10.

Following your Termination Date, if you are eligible for and timely elect coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the cost of your medical benefits under COBRA, minus the cost of coverage for an active employee at level of Executive Vice President, for a period of 18 months, beginning in the month following your Termination Date. You will only be able to take the COBRA coverage if you pay the applicable employee cost on a monthly basis, and otherwise continue to remain eligible for COBRA. ​ will not withhold your share of these costs from any cash amounts owed to you. After the applicable 18-month period, you will be responsible for the full cost of any remaining COBRA coverage at the rate charged for non-subsidized COBRA coverage.

COBRA premium payments will begin on the Qualifying Employee’s COBRA start date and will be rounded to the end of the month in which the Severance Period ends.

Subject to Employee’s timely election of continuation coverage under COBRA, and provided that Employee is eligible and remains eligible for COBRA coverage, and that this Agreement is not terminated earlier for Cause, the Company will contribute the portion of the premiums previously paid by the Employer for continuation of Employee’s medical (including vision and pharmacy/PBM) and dental benefits under COBRA, until the expiration of the Term, after which time Employee will be responsible for all premiums for such continuation coverage under COBRA.

Medical/Dental Coverage: The Employers shall make the payments for COBRA Premiums provided for in [Section 4.3] of the Plan during the Participant’s COBRA Severance Period (i.e., one month).

If you are enrolled for this coverage, it will end on your Termination Date, although you may be able to elect COBRA continuation of coverage at that time. After your Termination Date Ashland’s Vision Plan COBRA administrator will provide you with a summary of your COBRA rights that will tell you how to elect to continue coverage.

​ Company shall pay You, within thirty (30) calendar days following the termination date, a lump sum payment in an amount equal to eighteen (18) times the monthly “COBRA Premium Rate” (which is the monthly amount charged, as of the termination date, for continuation coverage under the Company’s group medical and dental plans pursuant to the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for the coverage options and coverage levels applicable to You and Your covered dependents immediately prior to the termination date). Payment of the severance compensation set forth in subparts [(c), (d) and (e) of this Section 4.3] is subject to the terms and conditions of [Section 4.10] and [Section 9.2] of this Agreement.

Severance Payments and Benefits. Provided you sign and do not revoke this Agreement, within 8 days after you return the signed Agreement to the Company (after December 31, 2023), you will be paid one year of additional pay, ​ in a lump sum (gross) but less applicable taxes and authorized withholdings (“Severance Payment”). Furthermore, if you timely elect to receive continuation of your healthcare benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company will pay for your COBRA premiums through December 31, 2024.