Qualified CIC Termination. Notwithstanding the foregoing, in the event of a Change in Control and Qualified CIC Termination described under Section 2(e), then Participant, or Participant’s legal representatives, beneficiaries or heirs, as the case may be, shall receive, on the date that is six (6) months following Participant’s Qualified CIC Termination, a cash payment from the Company in an amount based on the number of Units calculated under Section 1(b) (as adjusted pursuant to Section 5) multiplied by the Ending Value as determined under Section 1(b)(iv), plus interest accrued from the date of the Qualified CIC Termination until the payment date based on the annual short-term applicable federal rate in effect on the date of the Qualified CIC Termination.

Terminations Triggering CIC Payments. The Company will pay you the payments and provide you the benefits described in this Section 3(b) upon Termination during the Protected Period and during the Term, unless such Termination is # by the Company for Cause, # by reason of death, # due to your failure to perform your duties with the Company due to disability (for which you qualify for disability benefits), or # by you without Good Reason. For purposes of this Section 3(b), a Termination shall be deemed to have occurred for Good Reason if, notwithstanding the existence of a valid basis of Termination by you for Good Reason, there has not occurred a Termination by you for Good Reason. The payments or benefits (the “CIC Payments”) provided under this Section 3(b) are as follows:

For clarity with respect to the above clauses, under the CIC and Severance Agreement, January 5, 2023 is a “CiC Date” and the period beginning at 12:01 a.m. Eastern time on January 5, 2023 and ending at 12:01 a.m. Eastern time on January 5, 2025 is a “CiC Period.”

CIC Health Care Continuation Benefit shall commence immediately upon the Executive’s Date of Termination and the Executive shall immediately become eligible for Reimbursement Payments in accordance with Section 5(a)(iv), provided however if an executed Separation Agreement and Release has not become fully effective within the CIC Release Period, the Company shall immediately cease making CIC Premium Reimbursement Payments (or, if applicable, any CIC Special Severance Payments) and the Executive shall be obligated to promptly repay [[Organization B:Organization]] any previously received CIC Premium Reimbursement Payments (or, if applicable, any CIC Special Severance Payments).

The Executive is not eligible to receive both severance benefits under the CIC Agreement and Severance Benefits hereunder. Accordingly, if the Executive receives severance benefits under the CIC Agreement, he shall not receive Severance Benefits hereunder. However, if the Executive suffers a Qualifying Termination, and if the Company has undergone a CIC such that the Executive’s Effective Date of Termination falls within the window period described in Section 4.2 of the CIC Agreement, the Executive’s total Severance Benefits shall equal the amounts described as severance benefits under the CIC Agreement (potentially requiring additional payments to the extent the amounts already paid as Severance Benefits hereunder do not equal the amounts payable as severance benefits under the CIC Agreement).

“COBRA CIC Coverage Period” has the meaning ascribed to such term in Section 3(b)(iii).

“Protection Period” means # the period commencing on the earlier to occur of # a public announcement by the Company of a transaction that results in a Change in Control; and # the entry by the Company into a definitive agreement that results in a Change in Control, and ending upon the occurrence of a Change in Control (such period, the “Pre CIC Protection Period” and a termination that occurs during such period is hereinafter referred to as a “Pre CIC Termination”); and # the twenty-four (24) month period immediately following a Change in Control (a termination that occurs during such period is hereinafter referred to as a “Post CIC Termination”); provided that, if prior to the commencement of the Pre CIC Protection Period, the Board, a committee of the Board, or an officer (or officers) of the Company authorized to take such action (if Board action is not required) approves a restructuring or internal reorganization of the Company that results in the termination of the Executive’s employment during the Pre CIC Protection Period, then the Executive’s termination of employment shall be deemed to be unrelated to the Change in Control, shall be deemed to have occurred outside of the “Protection Period” for purposes of this Agreement and, as a result, the Executive shall not be entitled to the compensation and benefits under this Agreement.

by the Officer for Post-CIC Good Reason, provided such termination of employment occurs within the two (2) year period following a Change in Control;

“Qualifying Termination” shall mean a CIC Qualifying Termination or a Non-CIC Qualifying Termination.

“3.3 CIC Acceleration.