(c) Eligibility. In order to be eligible to receive Severance Benefits under these Guidelines, an Eligible Executive must not fall under one of the exceptions, as set forth in Section 3(d) of these Guidelines, and fulfill the following:
(i) be actively employed until his or her date of termination as scheduled by the Company unless otherwise indicated by the Company.
(ii) must execute and return a Release in accordance with the time periods set forth in the release agreement.
(d) Exceptions. An Executive who otherwise is an Eligible Executive will not receive Severance Benefits in any of the following circumstances:
(i) The Executive has executed an individually negotiated employment contract or agreement with the Company, which includes the provision of Severance Benefits upon his or her termination. Such Executives Severance Benefits, if any, shall be governed by the terms of such individually negotiated employment contract or agreement. If these Guidelines would provide the Executive more benefits than the Executives individual agreement, the Company may, at its sole discretion, offer the Executive the amount set forth herein;
(ii) The Executive voluntarily terminates employment with the Company. Voluntary terminations include, but are not limited to, resignation and retirement;
(iii) The Executive rejects an offer of Comparable Employment with the Company;
(iv) In connection with a Change in Control between the Company and another entity, the surviving entity (a Successor Employer) employs Executive for the period of time outlined in Schedule A as attached to these Guidelines, after the Change in Control in the same position as he or she held immediately prior to the Change in Control or offers Comparable Employment to Executive.
If, during any period, the Company has not regarded an individual as an employee of the Company and, for that reason, has not withheld employment taxes with respect to that individual, then that individual shall not be an Eligible Executive for that period, even in the event that the individual is determined, retroactively, to have been an employee of the Company during all or any portion of that period.