For purposes of this Agreement, “Termination” means # the termination by the Companies (including the issuance of a Nonrenewal Notice by the Companies to the Executive) of the Executive’s employment with the Companies for any reason or reasons other than for Good Cause, which such termination results in a “separation from service” with the Companies within the meaning of Treasury Regulation Section 1.409A-1(h) and (ii) the termination by the Executive of his employment with the Companies for Good Reason, which such termination results in a “separation from service” with the Companies within the meaning of Treasury Regulation Section 1.409A-1 (h). Notice of any such termination shall be communicated pursuant to Section 11 hereof.

Notice of Termination. Any termination of employment by the Company for Cause, or by the Executive for Good Reason, shall be communicated by Notice of Termination to the other party hereto given in accordance with Section 11(b). “Notice of Termination” means a written notice that # indicates the specific termination provision in this Agreement relied upon, # to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated, and # if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the Date of Termination. The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance that contributes to a showing of Good Reason or Cause shall not waive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s respective rights hereunder.