Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee's employment is terminated by the Company for any reason other than for Cause, and such termination does not occur upon or within twenty-four (24) months after a Change in Control such that a Change in Control Termination shall have occurred (a "Non-Change in Control Termination"), then the Employee shall, subject to the conditions set forth in Paragraph 5, be entitled to the following severance benefits:

Non-Change in Control Termination. Notwithstanding the foregoing, if the Employee's employment is terminated by the Company for any reason other than for Cause (a “Non-Change in Control Termination”), and such termination does not occur upon or within twenty-four (24) months after a Change in Control such that a Change in Control Termination shall have occurred, then the Employee shall, subject to the conditions set forth in Paragraph 4, be entitled to the following severance benefits:

Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee's employment is terminated by the Company for any reason other than for Cause (a "Change in Control Termination"), then the Employee shall, subject to the conditions set forth in Paragraph 5, be entitled to the following severance benefits:

Termination upon Change in Control. If a Change in Control occurs and, upon or within twenty-four (24) months after such Change in Control, the Employee terminates his or her employment for Good Reason or the Employee's employment is terminated by the Company for any reason other than for Cause (a "Change in Control Termination”), then the Employee shall be entitled to the following severance benefits:

Termination Without Cause or for Good Reason Prior to a Change in Control or More Than Twenty-Four Months After a Change in Control. If, prior to a Change in Control or more than twenty-four (24) months after a Change in Control, the Employee’s employment pursuant to this Agreement is terminated by the Corporation without Cause or the Employee terminates her employment for Good Reason, then the Employee shall be entitled to and shall receive the following:

Termination Without Cause or for Good Reason Within Twenty-Four Months After a Change in Control. If a Change in Control occurs during the Employment Period and if within twenty-four (24) months after the Change in Control the Employee’s employment pursuant to this Agreement is terminated by the Corporation without Cause or the Employee terminates her employment for Good Reason, then the Employee shall be entitled to and shall receive the following:

Termination Following a Change of Control. If the Employee’s employment with the Company terminates as a result of an Involuntary Termination at any time within eighteen (18) months after a Change of Control, and the Employee signs and does not revoke the release of claims pursuant to Section 7 hereto, then subject to Section 4(d), Employee shall be entitled to the following severance benefits:

Termination Following a Change of Control. If Employee’s employment is terminated within twelve (12) months following a Change of Control, the severance and other benefits to which Employee is entitled, if any, shall be governed by the Management Retention Agreement, as amended and restated (which includes the definition of Change of Control).

Change of Control Termination. In the event that, at the time of or within one (1) year after a Change of Control, and during the Employment Period, Employee’s employment is Terminated Without Cause by the Employer or Employee Terminates Employee’s employment for Good Reason (each a “Change of Control Termination”), Employee shall be entitled to receive the payments and benefits specified in this Section 8. The date on which the Employer or Employee receives notice in accordance with Section 15(i) of a Change of Control Termination shall be deemed the “Change of Control Termination Date”.

Termination following Change in Control. If the Employment Period is terminated by Executive for any reason within six (6) months following a Change in Control, provided that Executive has satisfied the Release Condition, Executive shall be entitled to receive the Severance Payments as provided in Section 5(a) above.