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CASEYS GENERAL STORES INC

For the period ended Sep 2, 2026. Filed Jul 22, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 2, 2026 · Filed Jul 22, 2026

CASY$687.64-0.3%Stored close · as of Nov 6, 2026
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Contents

Compensation Program Elements

Our compensation program for the 2026 fiscal year had four primary components:

Executive Compensation Elements
Base SalaryAnnual Incentive Compensation ProgramLong-Term Incentive Compensation ProgramBenefits and Perquisites

Overall Pay Mix for NEOs

A significant portion of each NEO’s compensation is performance-based and at-risk, with the only fixed compensation during the 2026 fiscal year being base salary (excluding benefits). The following illustrates the current mix of incentive-based/at-risk compensation, at target, compared to base salary, for the 2026 fiscal year for our CEO and the average of the other NEOs:

FY26 Target Direct Comp. Mix (CEO) –89% at-risk:

Sal.AIPLTIP
11%16%73%

FY26 Target Direct Comp. Mix (average of other NEOs) –80% at-risk:

Sal.AIPLTIP
20%18%62%

While the Company does not have a prescribed pay mix that it attempts to achieve for each NEO, the Committee believes that the current mix, which is derived from our compensation philosophy and market data, appropriately balances short-term and long-term business goals and aligns the interests of our NEOs with our shareholders.

Base Salary

The Company provides competitive base salaries to the NEOs, which provides a fixed level of annual compensation commensurate with their roles and responsibilities. Base salaries are reviewed by the Committee, and as applicable the Board, on an annual basis, typically in June or in conjunction with the hiring of an executive officer. While not guaranteed, NEOs are generally eligible for an annual adjustment depending on individual and Company performance and market competitiveness.

Consistent with the executive compensation process discussed above, the following base salaries were provided to the NEOs for the 2026 fiscal year:

2025 Fiscal Year Base Salary · 2026 Fiscal Year Base Salary · % Increase from 2025 to 2026
Darren M. Rebelez, CEO$1,200,000$1,350,00012.5%
Stephen P. Bramlage, Jr., CFO$780,000$810,0003.8%
Ena Williams, COO$780,000$810,0003.8%
Thomas P. Brennan, Jr., CMO$595,000$620,0004.2%
Chad M. Frazell, CHRO$560,000$580,0003.6%

The base salary for Mr. Rebelez was approximately 108% of the market median (derived by Pearl Meyer from a blend of survey and peer group data) and the base salary of the other NEOs, on average, was approximately at 103% of the market median.

Annual Incentive Compensation Program

The NEOs participate in the AIP, which is at-risk performance-based pay that delivers annual cash incentives when key financial/operating goals are met or exceeded. The Committee made no material changes to the structure of the AIP during its annual review. Therefore, the AIP metrics for the 2026 fiscal year are as follows:

2026 AIP MetricsWeight
EBITDA60%
Same-Store Sales Growth (Inside Sales) (%)40%
Notice & Proxy Statement33

The payout at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, consists of an overall payout range from 0% to 200% of target depending on performance. Below the threshold level, there is no payout. Achievement of threshold levels results in payouts of 25% of target, and achievement of maximum levels results in payouts of 200% of target:

Target AIP Payout as a % of Base Salary · Payout Range as a % of Target
Thresh. · Target · Max
Darren M. Rebelez, CEO150%25%100%200%
Stephen P. Bramlage, Jr., CFO100%25%100%200%
Ena Williams, COO100%25%100%200%
Thomas P. Brennan, Jr., CMO75%25%100%200%
Chad M. Frazell, CHRO75%25%100%200%

The target total cash for Mr. Rebelez was approximately 97% of the market median (derived by Pearl Meyer from a blend of survey and peer group data) and the average target payout of the other NEOs approximated the market median.

Annual Incentive Metrics

The following is a detailed description of the AIP metrics for the 2026 fiscal year:

2026 AIP Metrics
MetricsWeightDescription
EBITDA60%EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it: ⯀ Measures overall financial performance and value created by the Company ⯀ Provides a focus on core operating results and represents a key basis for stock valuation ⯀ Is useful to investors in evaluating our operating performance because analysts and other parties use it as a measure of financial performance and debt service capabilities ⯀ Aligns with the Company’s long-term strategic plan (i.e., its commitments to investors) ⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance ⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry
Same-Store Sales Growth (Inside) (%)40%Same-Store Sales: Same-store sales includes aggregated individual store results for all stores open throughout a particular period. When comparing annual data, the store must be open for each entire fiscal year being compared. Remodeled stores that remained open or were closed for just a very brief period of time (i.e., less than a week) during the period being compared remain in the same-store sales comparison. If a store is replaced, either at the same location (i.e., razed and rebuilt) or relocated to a new location, it is removed from the comparison until the new store has been open for each entire period being compared. Newly constructed and acquired stores do not enter the calculation until they are open for each entire period being compared. Growth: In the case of inside, the same-store sales growth metric is equal to the percentage increase in same-store sales from the prior fiscal year (i.e., the 2025 fiscal year), which is calculated based on each year’s revenue (i.e., dollars). Inside: Inside includes a combination of the Company’s “prepared food and dispensed beverage” and “grocery and general merchandise” categories, which historically have consisted of the Company’s highest margin products. Over the past three fiscal years, on average, these categories have accounted for approximately 36% of the Company’s total revenue but have resulted in approximately 63% of total gross profit.
Notice & Proxy Statement34

Annual Incentive Goal Setting

Each fiscal year, our CEO, CFO and other members of the management team prepare comprehensive strategic business goals and objectives in the form of an annual operating/financial plan (the “Operating Plan”), which is designed to ensure that short-term objectives are met or exceeded in a manner consistent with long-term shareholder value creation and our long-term strategic plan. The Committee, and ultimately the Board, reviews and approves the Operating Plan, typically in June of each year, and its pro forma results generally become the target performance levels for each AIP metric. The Committee then sets threshold and maximum performance goals, with the intent of providing reasonable upside opportunity and downside risk.

The chart below summarizes the 2026 AIP performance goals that were established, which consisted of meaningful increases at target over the prior year’s goals (i.e., EBITDA, a 15.1% increased target goal, which was also 9.5% above 2025 fiscal year actual EBITDA performance, which was the highest in Company history), which the Committee believed were fair, yet challenging, to the NEOs and fair to the Company’s shareholders:

2026 AIP MetricsThresholdTargetMaximum
EBITDA$1,118 million$1,315 million$1,512 million
Same-Store Sales Growth (Inside) (%)0.5%3.5%6.5%

The Board, in approving the Operating Plan, and the Committee, in setting these goals, considered a number of factors, including the Company’s record financial results from the prior fiscal year, the lingering uncertainty and volatility created in the fuel market by geopolitical uncertainty, inflation, rising interest rates and their effect on the overall economy and consumer spending as a whole, consumer sentiment and behavior generally, and the other detailed information as presented in the Operating Plan, which included forecasts and best-estimates at the time related to the general economic outlook, consumer trends, guest mobility, macroeconomic factors and other related information.

Annual Incentive Payout Levels

As noted above, the potential payout under the AIP is represented as a percentage of base salary. The potential payout at target for the 2026 AIP for each NEO was as follows:

Target AIP Payout as a % of Base Salary · Target AIP Payout
Darren M. Rebelez, CEO150%$2,025,000
Stephen P. Bramlage, Jr., CFO100%$810,000
Ena Williams, COO100%$810,000
Thomas P. Brennan, Jr., CMO75%$465,000
Chad M. Frazell, CHRO75%$435,000

The target is then applied against each of the following individual percentages, which correspond to the achievement of the 2026 AIP performance goals, set forth above. The following table reflects the weighting of each performance metric:

Payout Formula (as a % of target payout)
2026 AIP MetricsThresholdTargetMaximum
EBITDA15%60%120%
Same-Store Sales Growth (Inside Sales) (%)10%40%80%
25%100%200%
Notice & Proxy Statement35

2026 Fiscal Year AIP Results

As highlighted above, the Company achieved record financial performance during its 2026 fiscal year, including record EBITDA of nearly $1.5 billion (up 23% for the year) and a same-store inside sales increase of 4.2%, each notable achievements considering the Company’s record performance the prior three years and the other significant factors mentioned above that were considered when setting the 2026 AIP performance goals. As a result, the NEOs achieved an AIP payout equal to 161% of their respective target.

The chart below summarizes the 2026 AIP performance goals compared to the actual results in each respective category and the corresponding payout as a percentage of the target base salary:

AIP Performance Goals v. 2026 Fiscal Year Actual Results
2026 AIP MetricsThresholdTargetMaximumFY26 Actual ResultsFY26 Weighted Payout
EBITDA$1,118 million$1,315 million$1,512 million$1,484 million112%
Same-Store Sales Growth (Inside) (%)0.5%3.5%6.5%4.2%49%
161%

As such, the aggregate payout under the 2026 AIP for each NEO is equal to 161% of their respective target payout, resulting in the following payments:

2026 AIP Target Payout · Payout % · 2026 AIP Actual Payout
Darren M. Rebelez, CEO$2,025,000161%$3,260,250
Stephen P. Bramlage, Jr., CFO$810,000161%$1,304,100
Ena Williams, COO$810,000161%$1,304,100
Thomas P. Brennan, Jr., CMO$465,000161%$748,650
Chad M. Frazell, CHRO$435,000161%$700,350

Five-Year AIP Payout History (as a percentage of target)

The AIP, over the past five fiscal years, has resulted in the following payments to the respective NEOs as a percentage of their target for that particular fiscal year, resulting in a five-year average payout of 159% of target: 2022 (188%), 2023 (178%), 2024 (157%), 2025 (109%), and 2026 (161%).

Long-Term Incentive Compensation Program

A significant portion of NEO compensation is delivered through equity awards, in the form of restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”), granted annually under the Company’s long-term incentive compensation program (the “LTIP”). The Committee did not make any changes to the structure or the metrics included in the LTIP for the 2026 fiscal year, and believes this consistency is an important factor in motivating the NEOs to deliver long-term financial performance under the LTIP’s key financial and operational metrics.

Long-Term Incentive Structure

For the 2026 fiscal year, and which has been the Company’s recent practice, 75% of the LTIP was granted in the form of PSUs, with half subject to performance goals based on EBITDA and half subject to performance goals based on return on invested capital (“ROIC”), and 25% of the LTIP was granted in the form of time-based RSUs.

The PSUs result in zero payout if the Company does not achieve its threshold EBITDA and ROIC performance goals over the three-year performance period (i.e., 2026-2028 fiscal years) (the “Performance Period”) and 200% payout if the Company achieves applicable performance goals at maximum levels.

Notice & Proxy Statement36

Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500). If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs) (the “TSR Modifier”).

2026 LTIP Metrics · Award Type · % of LTIP · Payout Range · Vesting
Thresh. · Target · Max · TSR Modifier
EBITDAPSUs37.5%50%100%200%+/- 25%Vests in full on June 15, 2028, generally subject to continued employment and the Company’s achievement of applicable performance goals over the three-year Performance Period
ROICPSUs37.5%50%100%200%
Time-BasedRSUs25%Time-based only and not subject to adjustment based on performanceVests in three equal installments on June 15, 2026-2028, generally subject to continued employment

The combination of PSUs and RSUs serves the Company’s long-term objectives because PSUs reward NEOs for meeting key financial goals that are important to the long-term performance of the Company, and RSUs support talent attraction and retention and balances the inherent challenges associated with PSUs, as non-controllable and highly variable external factors may affect the achievement of the Company’s performance metrics. The target, threshold and maximum performance levels are set to present our NEOs with reasonable upside and downside reward opportunities which align with typical market practices.

The value of the LTIP awards at target for each NEO, which was based in-part on market and survey data reviewed by the Committee, is set forth in the table below:

Target LTIP as a % of Base Salary · Target LTIP Value on Award Date
Darren M. Rebelez, CEO$9,275,000*$9,275,000
Stephen P. Bramlage, Jr., CFO325%$2,632,500
Ena Williams, COO350%$2,835,000
Thomas P. Brennan, Jr., CMO275%$1,705,000
Chad M. Frazell, CHRO275%$1,595,000

*Mr. Rebelez’s 2026 fiscal year LTIP target was set as a dollar amount, as opposed to a percentage of salary.

The increase to the target LTIP award for Mr. Rebelez and the other NEOs from the 2025 fiscal year reflected the results of the Committee’s competitive compensation analysis, a desire to move the elements of their compensation to a higher mix of long-term, at-risk performance-based compensation, as well as reflecting their consistent delivery of company results and experience in role. As a result, the Committee approved increases to target LTIP opportunities from prior levels, including increases from $7,500,000 to 9,275,000 for Mr. Rebelez (through an amendment to his employment agreement during the fiscal year 2025, as discussed below), 275% to 350% for Ms. Williams, 250% to 325% for Mr. Bramlage, 200% to 275% for Mr. Brennan, and 175% to 275% for Ms. Frazell. In approving these adjustments, the Committee considered the positioning of each executive officer’s total target direct compensation relative to the market, as well as factors such as scope of responsibilities, individual performance and tenure in role. The Committee determined that the adjustments were appropriate to better align compensation with these factors, including reflecting increased experience and exceptional sustained performance over time.

Notice & Proxy Statement37

Long-Term Incentive Performance Metrics

2026 LTIP Performance Metrics
MetricsWeightDescription
EBITDA37.5%EBITDA: We define EBITDA as net income before net interest expense, income taxes, depreciation and amortization, which is a critical financial measure in our business because it:⯀ Measures overall financial performance and value created by the Company⯀ Provides a focus on core operating results and represents a key basis for stock valuation⯀ Is useful to investors in evaluating our operating performance because securities analysts and other interested parties use such calculations as a measure of financial performance and debt service capabilities⯀ Aligns with the Company’s strategic plan (i.e. its commitments to investors)⯀ Is regularly used by management for internal purposes including our capital budgeting process, evaluating acquisition targets and assessing performance⯀ Is a common incentive and performance metric used by our peers and others in the convenience store industry
ROIC37.5%ROIC: ROIC for each fiscal year is calculated as operating income after depreciation and tax, divided by average invested capital for that fiscal year. All of the following ROIC inputs come directly from the audited financial statements: “operating income” equals total revenue less cost of goods sold (exclusive of depreciation and amortization) less operating expenses; “depreciation” equals depreciation and amortization; “tax” equals operating income less depreciation multiplied by the effective tax rate where “effective tax rate” equals federal and state income taxes divided by income before income taxes; “average invested capital” equals the summation of notes, lines of credit, current maturities of long-term debt and finance lease obligations, long-term debt and finance lease obligations, net of current maturities, and total shareholders’ equity for the current fiscal year and the previous fiscal year divided by two. In addition to being a common incentive metric among the Compensation Peer Group, because the Company seeks to enlarge its operating footprint, the Committee believes that ROIC is a particularly useful measure of management’s effectiveness in creating value for our shareholders by measuring the Company’s returns on capital expenditures.
TSRPSUModifierTSR: TSR means the change in the value, expressed as a percentage of a given dollar amount invested in an applicable peer company’s most widely publicly traded stock over the three-year performance period, taking into account both stock price appreciation (or depreciation) and the reinvestment of dividends (including the cash value of non-cash dividends) in additional stock of the company. The Company’s TSR is then compared to the TSR of the TSR Peer Group. The Committee believes that relative TSR is an effective measure of the long-term success of the Company while normalizing external, macroeconomic factors that fall outside of the Company’s control, and aligns performance with the shareholder experience, and as such, includes the metric in the role of a PSU modifier as opposed to a primary performance metric.

Long-Term Incentive Goal Setting

As with the AIP, the performance goals under the LTIP are generally derived from the Operating Plan (see above under the section entitled “Compensation Program Elements–Annual Incentive Goal Setting”), in combination with the objectives of the Company’s long-term strategic plan at that time and are approved by the Committee. As noted above, this review and approval occurred during June of the 2026 fiscal year.

Notice & Proxy Statement38

2026 Fiscal Year LTIP Awards

The target value of the LTIP award for each NEO is represented as a percentage of base salary (or for Mr. Rebelez, a dollar amount), resulting in the following number of units awarded, at target:

RSUs Subject to Time-Based Goals(1)(2)(6)(# of units) · PSUs Subject to EBITDA Goals (at target)(1)(3)(5)(6)(# of units) · PSUs Subject to ROIC Goals (at target)(1)(4)(5)(6)(# of units)
Darren M. Rebelez, CEO5,2117,8167,816
Stephen P. Bramlage, Jr., CFO1,4762,2142,214
Ena Williams, COO1,5892,3842,384
Thomas P. Brennan, Jr., CMO9561,4341,434
Chad M. Frazell, CHRO8941,3411,341
Additional Information
(1) The number of RSUs and the target number of PSUs were determined by dividing the value of the award approved by the Committee by the 20-day average closing price of a share of Common Stock on the applicable award date (i.e., $445.05 on June 5, 2025 for Mr. Rebelez, $446.07 on June 4,2025 for the other NEOs).(2) RSUs Subject to Time-Based Goals: These units represent 25% of the overall value of each NEO’s target LTIP award. The units vest in three equal installments on June 15, 2026-2028, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are not subject to the achievement of performance goals.(3) PSUs Subject to EBITDA Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2028,subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s cumulative EBITDA achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50% awarded),target (100% awarded) and maximum (200% awarded) EBITDA goals over the Performance Period.(4) PSUs Subject to ROIC Goals: These units represent 37.5% of the overall value of each NEO’s target LTIP award, vest in full on June 15, 2028, subject to continued employment through the vesting date, except as otherwise set forth in the applicable award agreement, and are subject to adjustment based on the Company’s performance. The final number of units earned will be based on the Company’s three-year average ROIC achievement over the Performance Period. The number of units awarded to each NEO is based on the Company’s achievement of threshold (50%awarded), target (100% awarded) and maximum (200% awarded) ROIC goals over the Performance Period.(5) TSR Modifier: Following the determination of EBITDA and ROIC goals for the Performance Period, the PSUs actually awarded will be subject to a positive or negative adjustment based upon a comparison of the Company’s TSR relative to the TSR Peer Group (i.e., S&P 500), where by the members of the TSR Peer Group at the end of the Performance Period (other than the Company) will be ranked highest to lowest according to each member’s TSR over the Performance Period, with the Company’s percentile rank to be determined based on linear interpolation by reference to the two members whose TSRs are immediately above and below the Company’s TSR. If the Company ranks in the bottom quartile of the group, the number of PSUs actually awarded will be reduced by 25%, and if the Company ranks in the top quartile of the group, the number of PSUs actually awarded will be increased by 25% (which, based on maximum performance goals achieved, could result in a payment of up to 250% of target for PSUs).(6) Dividend Equivalents: The LTIP awards will accrue dividend equivalents which will be paid in cash if, and only to the extent that, the applicable vesting requirements and performance goals have been met (i.e., no payment will be made for RSUs and PSUs that do not vest).

Payout of 2024-2026 Fiscal Year PSU Awards (Granted in FY24)

On April 30, 2026, the Company completed the three-year performance period for the performance-based awards granted for the 2024 fiscal year (granted in June 2023), which LTIP awards consisted of PSUs subject to EBITDA metrics and PSUs subject to ROIC metrics, representing 37.5% and 37.5%, respectively, of the total value of all such awards (with the other 25% of the LTIP as time-based awards).

In June 2026, the Committee evaluated performance against the goals and certified the performance and corresponding payout levels to the NEOs as follows, which awards vested on June 15, 2026:

2024 PSU Payout
2024 PSU MetricsThreshold(50%)Target(100%)Maximum(200%)Actual ResultsTSR Modifier (+ 25%)?% of Target Earned
EBITDA (3-Year Cumulative)$2,925M$3,102M$3,285M$3,744MYes - 93rd percentile250%
ROIC (3-Year Average) (%)8.0%10.0%11.0%12.1%Yes - 93rd percentile250%
Notice & Proxy Statement39

As noted, the Company’s Relative TSR for the applicable performance period was outstanding – at the 93rd percentile of the TSR Peer Group (actual TSR for the period was 249%) – and as such, was in the top quartile of the group, resulting in a 25% increase to the number of PSUs actually awarded, for a total LTIP payout at 250% of target.

Other Provisions for Equity Awards

Retirement: The equity award agreements contain retirement provisions which provide for a “rule of 65” (55 years of age + 10 full years of service) and “rule of 75” (age + full years of service), whereby if either rule is satisfied, a participant who separates by reason of normal retirement will retain all of his or her unvested RSUs and PSUs, which will vest as originally scheduled, subject to the achievement of applicable performance goals in the case of PSUs. As of April 30, 2026, none of the NEOs had satisfied the retirement conditions. The Committee presently intends to continue this practice and believes it rewards long-term, successful service to the Company while encouraging natural turnover at appropriate times.

“Double-Trigger” Change of Control: As set forth in the 2025 Stock Incentive Plan (the “2025 Plan”) (and as also set forth in the prior 2018 Stock Incentive Plan (“2018 Plan”)) and applicable equity award agreements, vesting of equity awards will not accelerate upon a change of control unless (i) the awards are not assumed by the acquirer or (ii) a participant is terminated without cause or resigns for good reason within 24 months following the change of control. As such, the Company does not have any “single-trigger” change of control provisions in any of its equity award agreements.

Benefits and Perquisites

We provide our NEOs’ with benefits and perquisites that the Committee believes are important components of each NEOs’ compensation and benefits package (for additional details for the applicable NEOs, see Footnote 3 to the Summary Compensation Table):

Benefits and Perquisites

Benefits: Our NEOs are eligible to participate in health, life insurance and retirement benefits that are the same as those offered to the Company’s other team members.

Perquisites: We provide our named executive officers with perquisites and other personal benefits that we believe to be reasonable and competitive with those offered by our peers. These limited perquisites include (i) financial planning and tax services, (ii) an executive physical, (iii) identity theft monitoring/protection; (iv) a $1,500 per month auto allowance; and (v) for Mr. Rebelez, an additional 10-year level premium term life insurance policy with a death benefit of $1,000,000. The Company previously provided supplemental disability insurance through December 31, 2025, and discontinued this benefit effective January 1, 2026. Use of Company aircraft is limited to business-related travel, except that spouses of NEOs may travel on Company aircraft if accompanying the NEO to, and participating in, a business function. In addition, pursuant to the terms of his employment agreement, Mr. Rebelez is entitled to up to 50 hours per fiscal year of personal flight time on Company aircraft, subject to the Company’s policies regarding aircraft usage. We also provided limited threat monitoring for our NEOs during the 2026 fiscal year as part of a broader executive risk mitigation strategy developed by our Asset Protection team. The Company does not provide our NEOs with any gross-ups to reimburse for tax obligations in connection with the personal use of Company-owned vehicles or aircraft or their receipt of any other benefits or perquisites.

Officer Severance Plan: Mr. Brennan and Mr. Frazell are eligible executives under the Casey’s General Stores, Inc. Officer Severance Plan (the “Officer Severance Plan”). The Officer Severance Plan provides that if their employment is terminated by the Company without cause or by them for good reason (each as defined in the Officer Severance Plan), other than within 24 months following a change of control, they would be entitled to cash severance payments equal to 18 months’ base salary and 18 months of COBRA premiums, payable in equal installments over 18 months, subject to the execution of and compliance with a separation agreement and general release in favor of the Company, including confidentiality and non-solicitation covenants. In the event of a termination that entitles Mr. Brennan or Mr. Frazell to severance under any change of control or similar agreement, they would instead become eligible for the benefits set forth in such change of control agreement (i.e., no duplicative payments between severance and change of control benefits).

Mr. Rebelez, Mr. Bramlage and Ms. Williams are provided severance benefits under their employment agreements that mirror the Officer Severance Plan, described immediately above, except that Mr. Rebelez’s severance payments would be equal to 24 months’ base salary, paid in a lump-sum, and 24 months of COBRA premiums, payable in equal installments over 24 months.

Notice & Proxy Statement40
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