By the Employee For Good Reason. The Employee may terminate such employment for an applicable Good Reason, subject to the process described in the Good Reason definition in [Section 7].

By the Employee Without Good Reason. The Employee may terminate such employment for any reason other than Good Reason upon thirty (30) days advance notice to the Corporation.

Employee’s employment with the Company is terminated # by Good Cause Termination, # by

Termination for Cause or by Employee. If this Agreement is terminated for Cause or if Employee terminates this Agreement prior to the period set forth in [Section 1.2], Employee shall forfeit any cash, equity compensation or bonus compensation not already received by Employee or not already vested as of the Termination Date. In addition, Employee may be required to return equity compensation already granted as set forth in [Exhibit A].

“Qualifying Termination” shall mean an involuntary termination of Employee’s employment without Cause, or a termination of Employee’s employment by Employee for Good Cause.

Cause; Other Than for Good Reason. If the Executive's employment shall be terminated for Cause during the Employment Period, this Agreement shall terminate without further obligations to the Executive other than the obligation to pay to the Executive Annual Base Salary through the Date of Termination plus the amount of any compensation previously deferred by the Executive (under the terms set forth in, and pursuant to the elections made under, the applicable deferred compensation plan or arrangement), in each case to the extent theretofore unpaid. If the Executive terminates employment during the Employment Period, excluding a termination for Good Reason, this Agreement shall terminate without further obligations to the Executive, other than for Accrued Obligations, the Payment in Lieu of Lost Future Benefits, if any, described in ​ to the extent the Executive is vested in his benefits under the Pension Plan, and the timely payment or provision of benefits pursuant to the last sentence of [Section 8(a)(4)] and [Section 8(a)(6)]. In such case, all Accrued Obligations shall be paid to the Executive in a lump sum in cash within 30 days of the Date of Termination. The Payment in Lieu of Lost Future Benefits, if any, shall be paid to the Executive or his Beneficiary (within the meaning of the SERP), as the case may be, under the terms set forth in, and pursuant to the elections made under, the SERP.

Termination by Company without Cause; Termination by Employee for Good Reason or Due to Disability.

Compensation upon Separation without “Cause” or for “Good Reason.” Upon Separation from Service by the Company without Cause or by Employee for Good Reason, conditioned upon the existence of an Effective Release and Employee’s continued compliance with the Restrictive Covenants Agreements and the terms thereunder, and subject to [Section 9], Employee shall be entitled to, in lieu of any other separation payment or severance benefit:

Cause. The term “Cause” means one or more of the following:

Cause. Notwithstanding any contrary provision of [Section 2(c)] of the Employment Agreement, “Cause” shall have the same meaning as under the stock option grant agreement dated ​ between you and the Company (the “Option Agreement”).