Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.

Good Reason; Other Thanthan for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’Executive's employment other than for Cause, Deathdeath or Disability or the Executive shall terminate employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.Reason:

By the Executive for Good Reason; By the Company Other Than for Cause, Death or Disability. If, during the Employment Period, the Company shall terminateterminates the Executive’s employment other than for Cause, Deathdeath or Disability or the Executive shall terminateterminates employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.Reason:

Following a Change of Control: Good Reason; Other Than for Cause, DeathCause or Disability. If,If following a Change of Control and during the Employment Period, the Company shall terminateterminates the Executive’Executive's employment other than for Cause, DeathCause or Disability or death or the Executive shall terminateterminates employment for Good Reason, the Company shall provide the Executive with the following compensation and benefits.then:

Following a Change of Control: Good Reason; Other Than for Cause, DeathCause or Disability. If,If following a Change of Control and during the Employment Period, the Company shall terminateterminates the Executive’s employment other than for Cause, DeathCause or Disability or death or the Executive shall terminateterminates employment for Good Reason, then, subject to the Company shall provideExecutive’s satisfaction of the Executive with the following compensationrequirements of [Sections 11] (Protective Covenants) and benefits.14(g) (release of claims):

Good Reason;Termination by the Company Other Thanthan for Due Cause, Death or Disability. If, during the Employment Period,The foregoing notwithstanding, the Company shallmay terminate the Executive’s employment other than for Cause, Deathany or no reason, as it may deem appropriate in its sole discretion and judgment; provided, however, that in the event such termination is not due to Death, Disability or Due Cause, the Executive shall terminate employment for Good Reason,# be entitled to a Termination Payment as hereinafter defined and # be sent written notice stating the Company shall providetermination is not due to Death, Disability or Due Cause. In the event of such termination by the Company, the Executive with the following compensationshall receive certain payments and benefits.benefits as set forth in this [Subsection 4(d)].

Good Reason; Other ThanTermination. In the event Executive’s employment terminates for any reason other than as described in Section 9(a)(i) above, including by reason of Executive’s death or Disability, the Company’s termination of Executive for Cause, Death or Disability. If, during the Employment Period, the Company shall terminate the Executive’s employmentresignation other than for Cause, Death or Disability or theGood Reason, then Executive shall terminate employment for Good Reason,be entitled to receive severance and any other benefits only as may then be established under the Company shall provideCompany’s existing severance and benefit plans and policies at the Executive with the following compensation and benefits.time of such termination, if any.

Good Reason; Other Than for Cause, Death or Disability. If, during the Employment Period,The Company may terminate Executive’s employment with the Company shall terminate the Executive’at any time for Cause. Further, Executive may resign at any time without Good Reason. Executive’s employment other than for Cause, Death or Disability or the Executive shall terminate employment for Good Reason,with the Company shall provide the Executive with the following compensation and benefits.may also be terminated due to Executive’s death or disability.