Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the [[Company:Seller:Organization]] is involuntarily terminated by [[Company:Seller:Organization]] or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against [[Company:Seller:Organization]] as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if #() a Change in Control has occurred and Executive’s employment with the [[Company:Seller:Organization]] is involuntarily terminated by [[Company:Seller:Organization]] or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and #() on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against [[Company:Seller:Organization]] as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

Executive shall be entitledUpon a Change in Control, the obligations of ​ to receivepay and provide the Change in Control Non-Compete Benefits from the Company as provideddescribed in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred5 shall be absolute and Executive’s employment with theunconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Change in Control and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ asExecutive. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the Dateamounts payable to Executive under any of Termination. Change in Control Non-Compete Benefitsthe provisions of this Agreement, nor shall notthe amount of any payment hereunder be payable ifreduced by any compensation earned by Executive terminatesas a result of employment by another employer, except with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitledrespect to the General Non-Compete Benefits pursuant tocontinued welfare benefits provided under Section 4.5(d).

If Executive’s employment is terminated in circumstances entitling Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if # a Change in Control has occurred and Executive’s employment with the5(a), ​ is involuntarily terminated by ​ or is voluntarily terminated by Executive for Good Reason, provided that, # such termination occurs after such Changeshall pay Executive, in Controla single lump sum payment in cash, and on or before the second anniversary thereof, or # the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reasonsubject to occur, as applicable, occurred at the requestSection 26, within 10 days of a third party who had taken steps reasonably calculated to effect a Change in Control, and # on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against ​ as of the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitledin an amount equal to the General Non-Compete Benefits pursuant to Section 4.sum of: