The severance payment and benefits due for Resignation for Good Reason will be determined in the same manner as the payment and benefits for involuntary termination of employment not for Cause per the terms of Section 17 below (Involuntary Termination of the Executive’s Employment or Resignation for Good Cause and Termination is not For Cause, Due to Disability, Due to Death, or in the Event of a Change In Control); and

Termination by the Company for Cause; Termination by Executive Without Good Reason. In the event that Executive’s employment is terminated # by the Company for Cause (as defined below) or # by Executive without Good Reason (as defined below), Executive shall be entitled only to those items identified in Section 4(a).

Voluntary Termination or Termination for Cause. If Executive’s employment is terminated voluntarily or due to death or disability or is terminated for Cause by the Company, then except as set forth in Section 6, all payments of compensation by the Company to Executive hereunder will terminate immediately.

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.

From and after the date of a Change in Control during the term of this Agreement: # the Corporation shall have the right to terminate Your employment without Cause at any time; and # You shall, upon the occurrence of such a termination by the Corporation without Cause, or upon the voluntary termination of employment by You for Good Reason (as defined in Section 2(ii) hereof), be entitled to receive the benefits provided in Section 3 hereof. You shall evidence a voluntary termination for Good Reason by written notice to the Corporation given within ninety (90) days after the date of the occurrence of any event that You know or should reasonably have known constitutes Good Reason for voluntary termination and the Corporation has thirty (30) days from the date the Corporation receives the notice from You to remedy the condition. Such notice need only identify You and set forth in reasonable detail the facts and circumstances claimed by You to constitute Good Reason.

Termination For Good Cause. [[Organization B:Organization]] may terminate this Agreement upon the first to occur of the following each of which shall constitute good cause for termination of this Agreement:

Termination of Employment: Upon death, Disability or Retirement, all unvested SARs become fully exercisable for their remaining term. Upon termination due to involuntary termination without cause, holder may exercise SARs for three months following termination, but only to the extent they were vested at the time of termination. Upon voluntary termination or termination with cause, unexercised SARCs are forfeited.

“Involuntary Termination” means you experience a Separation resulting from (A) a Termination without Cause, (B) you voluntarily resigning your employment for Good Reason, (C) your termination as a result of Disability that is effective within thirty (30) days after written notice to you of your termination as a result of Disability by the Company; or (D) your death.

voluntary termination or involuntary termination with Cause, all Performance Units held by the Participant shall be canceled as of the date of termination.

Termination by Employer Without Cause. Executive’s employment with Employer may be terminated without Cause by a majority of the Board of Directors of Employer, effective immediately upon delivery of written notice of such termination to Executive.