A Participant shall be entitled to receive from the Company Regular Severance Benefits in the amount provided in Section 4.4 if # the Participant’s employment with the Company or any Affiliate is terminated # by the Company without Cause (other than by reason of the Participant’s death or Disability) or # by the Participant for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, and # the Participant’s termination of employment does not occur within the 3-month period prior to or the 24-month period following a Change in Control and the Participant is not otherwise entitled to receive Change in Control Severance Benefits pursuant to Section 4.1.

A Participant shall be entitled to receive from the Company Change in Control Severance Benefits in the amount provided in Section 4.3 if, within the 3-month period prior to or the 24-month period following a Change in Control, # the Participant’s employment with the Company or any Affiliate is terminated by the Company without Cause (other than by reason of the Participant’s death or Disability) or # the Participant’s employment is terminated by the Participant for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason.