Termination. If a Change in Control of the Company shall have occurred while the Executive is still an employee of the Company, the Executive shall be entitled to the compensation provided in Section 4 upon the subsequent termination of the Executive’s employment with the Company by the Executive or by the Company within the two (2) year period immediately following a Change in Control of the Company unless such termination is as a result of the Executive’s # death; # Disability; # Mandatory Retirement; # termination by the Company for Cause; or # termination by the Executive other than for Good Reason.

Termination by 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 for other than Death, Disability or Due Cause prior to the expiration of the Employment Term and within twelve (12) 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 lieu of the Termination Payment set forth in [Subsection 4(d)(i)] above, # the Executive shall receive benefits as defined in [Subsections 4(d)(ii), (iii) and (iv)])])] above (except that for purposes

COMPENSATION UPON TERMINATION. Upon termination of the Executive's employment within twelve (12) months following a Change in Control 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 the Executive the following:

TERMINATION FOLLOWING CHANGE IN CONTROL. If a Change in Control shall have occurred, the Executive will be entitled to the benefits provided in Paragraph 4 hereof if, within the one-year period beginning on the Operative Date, the Executive's employment with the Corporation (hereinafter defined) is terminated unless such termination is # because of his death, # by the Corporation for Cause or Disability, or # by the Executive other than for Good Reason, all as hereinafter more particularly defined.

Benefits. If a Change in Control (as defined below) shall occur and concurrently therewith or during a period of twenty-four (24) months thereafter Executive’s employment hereunder is terminated by the Employer without Cause (other than for the reasons set forth in Section 3(d)) or by Executive with Good Reason (as defined below), Executive shall be entitled to receive a lump-sum cash payment, no later than thirty (30) days following the date of such termination, in an amount equal to two (2.0) times the sum of # Executive’s annual base salary then in effect (or immediately prior to any reduction resulting in a termination for Good Reason) and # the average of the last three (3) annual bonuses paid by the Employer to Executive.

By Company Due to Change in Control. In the event a Change in Control (as hereafter defined) occurs and during the period beginning six (6) months before the Change in Control and ending twenty-four (24) months after the Change in Control: # this Agreement is terminated by the Company or its successor without Good Cause, or # this Agreement is terminated by the Executive with Good Reason, the Executive shall be entitled to receive, and the Company or its successor shall be obligated to pay, the monies and benefits described in this Section 4.6, and Sections 4.3 or 4.4 shall not be applicable to such Change in Control or termination.

Termination without Cause or 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, or # Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 3(a) above:

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.

Change of Control. In the event of a Change of Control of the Company (as defined herein) and if the Executive does not wish to remain with the acquiring or surviving company or the acquiring or surviving company does not wish to continue any affiliation with the Executive, then upon termination for Change of Control, the Executive will receive compensation equal to that which he would have received upon Termination Without Cause, i.e. the Termination Without Case Compensation described in Sections 8.2(a), (b), (c), (d), but, in consideration therefore, shall be obligated thereupon to sign a Release as set forth in Section 18.

Termination by Company Without Cause or by Executive For Good Reason Following a Change of Control. In 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 for Good Reason, then, in addition to the Accrued Obligations, Executive shall receive the following, subject to the terms and conditions described in Section 4(e) (including Executive’s execution of a release of claims):