Involuntary Termination Without Cause or Due to Good Reason During a Change in Control Period. If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause, or by you for Good Reason, during a Change in Control Period, you shall be entitled to receive Severance Benefits pursuant to Section 3.

Involuntary Termination Without Cause or Due to Good Reason During aupon Change in Control Period.Control. If a Change in Control occurs duringand, upon or within twenty-four (24) months after such Change in Control, the Term and yourEmployee terminates his or her employment withfor Good Reason or the CompanyEmployee's employment is terminated by the Company without Cause, or by you for Good Reason, during a Changeany reason other than for Cause (a "Change in Control Period, you shallTermination"), then the Employee shall, subject to the conditions set forth in Paragraph 5, be entitled to receive Severance Benefits pursuant to Section 3.the following severance benefits:

Involuntary Termination Without Cause or Due to Good Reason During aupon Change in Control Period.Control. If a Change in Control occurs duringand, upon or within twenty-four (24) months after such Change in Control, the Term and yourEmployee terminates his or her employment withfor Good Reason or the CompanyEmployee's employment is terminated by the Company without Cause, or by you for Good Reason, during a Changeany reason other than for Cause (a "Change in Control Period, youTermination”), then the Employee shall be entitled to receive Severance Benefits pursuant to Section 3.the following severance benefits:

Involuntary Termination by Company Without Cause or Dueand Apart From Change of Control. If, either prior to Good Reason Duringthe occurrence of a Change inof Control Period. Ifor after the twelve (12) month period following a Change in Control occurs during the Term and yourof Control, Employee's employment with the Company is terminated # involuntarily by the Company withoutfor reasons other than Cause, death or Disability, or # by youEmployee pursuant to a Voluntary Termination for Good Reason, during a Change in Control Period, youthen Employee shall be entitled to receive Severance Benefits pursuant to Section 3.the following benefits from the Company:

Involuntary TerminationChange 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 Due toEmployee Terminates Employee’s employment for Good Reason During(each a Change in“Change of Control Period. If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause, or by you for Good Reason, during a Change in Control Period, youTermination”), Employee shall be entitled to receive Severance Benefits pursuant tothe payments and benefits specified in this Section 3.8. 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”.

Involuntary Termination Withoutwithout Cause or Due toResignation for Good Reason DuringFollowing or Just Prior to a Change in Control. If the Company terminates an Executive’s employment without Cause, or the Executive resigns for Good Reason, at any time within three months before or fifteen months following the effective date of a Change in Control Period. If(as defined herein), and provided such termination or resignation constitutes a Change in Control occurs duringSeparation from Service, the Term and your employmentCompany shall provide the Executive with the Company is terminated by the Company without Cause, or by you for Good Reason, during a Change in Control Period, you shall be entitled to receive Severance Benefits pursuant to Section 3.following severance benefits: