Severance Payment/Change in Control Severance Payment. (a) The Severance Payment, less applicable taxes, will be paid in equal installments over a period of twelve (12) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination, and the Change in Control Severance Payment, less applicable taxes, will be paid in equal installments over a period of twenty-four (24) months after the date of termination of this Agreement as a result of a termination without Cause or a termination for Good Reason within six months prior to or within 12 months following the occurrence of a Change in Control in accordance with the Company’s regular payroll practices, commencing no later than sixty (60) days after the date of termination.

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.

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.

Notwithstanding the above, severance payable as a result of a termination of employment occurring within two years after a Change of Control shall be paid either: # in a single lump sum payment within fifteen (15) days following the termination of employment or # in a stream of payments payable on regular pay periods following the termination of employment only if the Change of Control event does not meet the definition of “change of control” under IRC Section 409A and if required to be paid in that fashion by IRC Section 409A to avoid the additional tax imposed by IRC Section 409A.