In the event that an Executive’s employment with the Company is terminated by reason of a Change of Control Termination at any time, the Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever, the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:

Benefits. In the event that an Executive’s employment with the Company is involuntarily terminated (other than by reason of a[Section 3(d)]) without Cause and no Change in Control shall have occurred at the date of Control Termination at any time, thesuch termination, Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever,to receive the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:benefits:

Benefits. In the event that an Executive’Executive’s employment withis involuntarily terminated by the Company is terminatedEmployer (other than by reason of aSection 3(d)) without Cause and no Change in Control shall have occurred at the date of Control Termination at any time, thesuch termination, Executive shall be entitled to, in lieu of any other severance compensation and benefits whatsoever,to receive the following payments and benefits (subject to the terms and conditions of this Policy), in addition to payment of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:benefits:

InCompensation Upon Certain Types of Termination. If Executive shall terminate her employment for Good Reason during the event that an Executive’Term, or if Executive’s employment with the CompanyEmployment 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 a Change of Control Termination at any time, the Executive shall be entitled to,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 severancedamages, compensation and benefits whatsoever,other than any benefits the following payments and benefits (subjectright to which shall have previously vested, an amount (the “Severance Compensation”) equal to the terms and conditionsfollowing, depending upon whether a “Change in Control” (as defined below) shall have occurred at the time of this Policy), in addition to paymenttermination of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:employment:

InTermination by the event that anCompany Without Cause or by the Executive for Good Reason following a Change in Control of the Company. If following a Change in Control of the Company, the Company terminates Executive’s employment withwithout Cause, or the Executive terminates employment for Good Reason, the company shall: # pay Executive (or Executive’s spouse or estate, should Executive die), a severance benefit equal to the product of Executive’s full-time (100%) base annual salary immediately preceding his termination, inclusive of any non-equity performance bonus earned in the twelve (12) months preceding his termination, multiplied by the Change of Control Multiplier; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is terminated by reasonthen obligated to pay Executive pursuant to Section 6.2 of a Changethis Agreement; and # pay Executive the value of Control Termination at any time, the Executive shall be entitled to, in lieu of any other severance compensationExecutive’s earned but unused vacation days, and benefits whatsoever, the following payments and benefits (subjectunreimbursed business expenses up to the terms and conditionsdate of this Policy), in addition to paymenttermination of any accrued and unpaid wages, and accrued and unused vacation, in accordance with applicable law:employment.