Termination without Cause and not in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control, then, subject to [Section 4], Executive will receive the following severance benefits from the Company:

Termination without Cause and notor Resignation for Good Reason in Connection with a Change in Control. If during the twelve (12)-month period immediately following a Change in Control, # the Company terminates Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately following a Change in Control,or # Executive resigns from such employment for Good Reason, then, subject to [Section 4], Executive will receive the following severance benefits from the Company:Company in lieu of the benefits described in [Section 3(a)] above:

Termination without Cause and not in Connection withby the Company Other Than For Due Cause, Death or Disability or Resignation from Employment for Good Reason Within Twelve Months After a Change in Control. If the Company terminates the Executive’s employment with the Company for a reason other than Cause, Executive becoming Disabled,Death, Disability or Executive’s death, at any time other than duringDue Cause prior to the expiration of the Employment Term and within twelve (12)-month period immediately following months after a Change In Control (as defined below), or if the Executive elects to terminate the Executive’s employment for Good Reason prior to the expiration of the Employment Term and within twelve (12) months after a Change In Control, then # the Executive shall be entitled to a Change In Control Termination Payment as hereinafter defined in Control, then, subject to [Section 4]lieu of the Termination Payment set forth in ​ above, # the Executive shall receive benefits as defined in [[Subsections 4(d)(ii), Executive will receive the following severance benefits from the Company:(iii) and (iv)])])]])])] above (except that for purposes

Termination without Cause and not in Connection withor Resignation for Good Reason Following or Just Prior to a Change in Control. If the Company terminates Executive’an Executive’s employment withwithout Cause, or the CompanyExecutive resigns for a reason other than Cause, Executive becoming Disabled, or Executive’s death,Good Reason, at any time other than duringwithin three months before or fifteen months following the twelve (12)-month period immediately followingeffective date of a Change in Control, then, subject to [Section 4]Control (as defined herein), and provided such termination or resignation constitutes a Separation from Service, the Company shall provide the Executive will receivewith the following severance benefits from the Company:benefits:

Termination by the Company for Disability, or without Cause and notCause, by the Executive with Good Reason or in Connectionconnection with a Change in Control. IfIf, prior to the expiration of the Term, the Executive’s employment is terminated as a result of Disability pursuant to [Section 4(b)], by the Company without Cause pursuant to [Section 4(d)], the Executive terminates Executive’shis employment withfor Good Reason pursuant to [Section 4(f)], the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediately followingterminates his employment in connection with a Change in Control, then,Control pursuant to [Section 4(g)] then the Executive shall be entitled to the following subject to [Section 4], Executive will receive the following severance benefits from the Company:6]:

Termination without Cause and not in Connection with a Change in Control. Ifby the Company terminates Executive’s employment withWithout Cause or by the CompanyExecutive for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediatelyGood Reason not following a Change in Control, then, subjectControl of the Company. If other than following a Change in Control of the Company (which is covered by [Section 10.1] above), the Company terminates Executive’s employment without 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 one (1) years’ salary, based upon Executive’s base annual salary immediately preceding his termination, plus any non-equity performance bonus earned in the twelve (12) months preceding his termination; # pay for (or reimburse Executive for the cost of) such Fringe Benefits as the Company is then obligated to pay Executive pursuant to [Section 4],6.2] of this Agreement; and # pay Executive will receive the following severance benefits fromvalue of Executive’s earned but unused vacation days, and unreimbursed business expenses up to the Company:date of termination of employment.

Termination without Cause and not in Connection with a Change in Control. Ifby the Company terminates Executive’s employment withWithout Cause or by the CompanyExecutive for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during the twelve (12)-month period immediatelyGood Reason following a Change in Control, then, subjectControl of the Company. If following a Change in Control of the Company, the Company terminates Executive’s employment without 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 then obligated to pay Executive pursuant to [Section 4],6.2] of this Agreement; and # pay Executive will receive the following severance benefits fromvalue of Executive’s earned but unused vacation days, and unreimbursed business expenses up to the Company:date of termination of employment.

COMPENSATION UPON TERMINATION. Upon termination of the Company terminates Executive’Executive's employment with the Company for a reason other than Cause, Executive becoming Disabled, or Executive’s death, at any time other than during thewithin twelve (12)-month period immediately months following a Change in Control, then, subjectControl of the Corporation, unless such termination is because of the Executive's death, or by the Corporation for Cause or Disability or by the Executive other than for Good Reason, the Corporation shall pay to [Section 4],the Executive will receive the following severance benefits from the Company:following:

Termination withoutby Company Without Cause and not in Connection withor by Executive For Good Reason Following a Change inof Control. IfIn the event that a Change of Control (as defined below) occurs and within a period of one (1) year following the Change of Control, either Executive’s employment is terminated by Company without Cause, or Executive terminates Executive’s employment withfor Good Reason, then, in addition to the Company for a reason other than Cause,Accrued Obligations, Executive becoming Disabled, or Executive’s death, at any time other than duringshall receive the twelve (12)-month period immediately following a Change in Control, then,following, subject to the terms and conditions described in [Section 4], Executive will receive the following severance benefits from the Company:4(e)] (including Executive’s execution of a release of claims):

Other Termination. In the Company terminatesevent Executive’s employment with the Companyterminates for aany reason other than Cause,as described in [Section 9(a)(i)] above, including by reason of Executive’s death or Disability, the Company’s termination of Executive becoming Disabled,for Cause, or Executive’s death, at any timeresignation other than duringfor Good Reason, then Executive shall be entitled to receive severance and any other benefits only as may then be established under the twelve (12)-month period immediately following a Change in Control, then, subject to [Section 4], Executive will receiveCompany’s existing severance and benefit plans and policies at the following severance benefits from the Company:time of such termination, if any.