Severance Payment upon Termination of Employment. If, during the two (2) year period immediately following a Change in Control of the Company, the Company shall terminate the Executive’s employment other than pursuant to Section 3(b), 3(c) or 3(d) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive the following as severance pay (the “Severance Payment”):

Change in Control Severance Payment. The Corporation will make the payments provided for in this Section 2 (the “Severance Pay”) if Executive’s employment is terminated during the term of this Agreement in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Internal Revenue Code (the “Code”) due to: # Executive terminating employment for Good Reason, or # the Corporation terminating Executive’s employment for any reason other than death, Permanent Disability or Cause, and, in the case of either (A) or (B), such termination of employment occurs either # within twenty-four months after the date of a Change in Control or # within six months before the date of a Change in Control.

Termination following Change in Control. If the Employment Period is terminated by Executive for any reason within six (6) months following a Change in Control, provided that Executive has satisfied the Release Condition, Executive shall be entitled to receive the Severance Payments as provided in Section 5(a) above.

Severance Payments upon Covered Termination During a Change in Control Period. If, during the Term, Executive experiences a Covered Termination during a Change in Control Period, then, in addition to the payments and benefits described in Section 6(a), the Company shall, subject to Executive’s delivery to the Company of the Release that becomes effective and irrevocable in accordance with Section 10(d), provide Executive with the following:

Severance Payment. If Executive’s employment is terminated by the Company without Cause (as defined in Section 7.1 above) or if Executive voluntarily resigns Executive’s position with the Company for Good Reason (as defined in Section 7.3 above) within thirty (30) days prior to or twelve (12) months after a Change of Control (as that term is defined below), Executive shall be entitled to receive the Severance Payment described in Section 7.2 above, provided Executive complies with the Severance Obligations except that the “Severance Payment” amount shall be paid in a single lump-sum payment, without interest, on or before the second regularly scheduled payroll date following the effectiveness of the binding release as set forth in Section 7.2 above; provided, however, that if any portion of the Severance Payment constitutes deferred compensation subject to Section 409A, and the sixty (60) day period for executing the Release described in Section 7.2 would span two (2) calendar years, then, subject further to Section 7.6(a), such portion of the Severance Payment shall be paid on the first regularly scheduled payroll date occurring on or after sixty (60) days following the calendar year in which the termination date occurs.

Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to # the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities that shall not release the Executive’s rights under this Agreement, a reaffirmation of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount (as defined below) shall immediately cease (the “Separation Agreement”), and # the Separation Agreement becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement), which shall include a seven (7) business day revocation period:

Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if # the Executive’s employment is terminated either # by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs during the Change in Control Period. These provisions shall terminate and be of no further force or effect after the Change in Control Period.

Payment of Severance. No compensation shall be payable under this Agreement unless and until # there shall have been a Change in Control of the Company while the Executive is still an employee of the Company and # the Executive is no longer an employee of the Company as a result of a termination by the Company other than pursuant to Sections 3(b), 3(c) or 3(d) hereof or by the Executive for Good Reason; provided, however, that notwithstanding anything in this Agreement to the contrary, if a Change in Control of the Company occurs and if the Executive’s employment with the Company is terminated prior to the date on which the Change in Control of the Company occurs, and if there is a reasonable basis that such termination of employment # was at the request of a third party that has taken steps reasonably calculated to effect a Change in Control of the Company or # otherwise arose in connection with or anticipation of a Change in Control of the Company, then such termination of employment shall be treated as a termination of the Executive’s employment following a Change in Control of the Company.

Compensation Upon Certain Types of Termination. If Executive shall terminate her employment for Good Reason during the Term, or if Executive’s Employment is terminated by the Company other than for Cause during the Term, or if Executive’s Employment is terminated for any reason other than Cause upon expiration of the Term, then in lieu of any salary or damages payments to Executive for periods subsequent to the date of termination, Company shall pay as “Severance Compensation” to Executive, in lieu of all other damages, compensation and benefits other than any benefits the right to which shall have previously vested, an amount (the “Severance Compensation”) equal to the following, depending upon whether a “Change in Control” (as defined below) shall have occurred at the time of termination of employment:

Special Payment. If, at any time during the two (2) year period following a Change of Control (as defined in Section 7(f)(ii)), Executive's employment is terminated without Cause or by Executive for Good Reason, then instead of the payment set forth in [subsection 7(c)] Executive will receive: