Without Cause or for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by the Company without Cause. In the event of such termination, Executive shall be entitled to receive the following:

Without Cause or Without Good Reason. The Company may terminate Executive’s employment without Cause, at any time, in its sole and complete discretion, by providing at least thirty (30) days’ prior written notice of such termination and its effective date to Executive. Likewise, Executive may terminate Executive’s employment without Good Reason upon at least thirty (30) days’ prior written notice to the Company without any liability. Termination of Executive’s employment without Cause by the Company or without Good Reason by Executive shall not include termination of Executive’s employment due to Executive’s death or Disability.

Termination Without Cause or for Good Reason. In the event the Executive’s employment with the Company terminates or is terminated during # the six (6) months immediately preceding a Change in Control, or # during the Employment Period, unless such termination in either case is or was # by the Company for Cause or # by the Executive other than for Good Reason, the Executive shall be entitled to the following benefits; provided with respect to the payments set forth in paragraphs (ii), (iii) and (iv) below, the Executive (or the legal representative of the Executive or the Executive’s estate) signs a release and waiver of claims in favor of the Company, its affiliates and their respective officers and directors in the form attached hereto as Attachment A, and such release has become effective (the “Release”) (for avoidance of doubt, no release is required in connection with the payments set forth in paragraph # below).

Termination For Cause or Without Good Reason. If your employment should be terminated by the Company for Cause or by you without Good Reason, you will be entitled to only the Accrued Amounts.

TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employment should be terminated # by the Company for Cause, or # by the Executive without Good Reason, the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to make any additional payments to the Executive.

TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment by the Company is terminated by the Company other than for Cause (and not due to Disability or death) or by the Executive for Good Reason, other than in circumstances described in [Section 8(e)], then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 10:

Termination Without Cause or for Good Reason. In the event that the Corporation terminates your employment without cause or you terminate your employment for Good Reason (as defined below), you will be entitled to receive a severance payment in an amount equal to six (6) months of your annual base salary as of the date of termination plus payment by the Corporation of your COBRA premiums for up to six (6) months provided you elect continuation of coverage under COBRA and you are not eligible for health coverage under another employer’s plan. The Corporation reserves the right to provide you with a cash equivalent of the cost of such COBRA premiums in lieu of making the premium payments. The severance payment will be made over a six (6) month period, with payments made in equal installments in accordance with the Corporation’s usual pay periods.

Termination Without Cause or for Good Reason. Except as otherwise set forth in Section 3.2 and subject to Section 3.4, in the event that a Termination Event occurs with respect to a Participant by the Company or any Subsidiary without Cause (other than by reason of the death or Disability of such Participant) or by reason of a resignation by such Participant for Good Reason, such Participant shall be entitled to receive from the Company the Accrued Obligations and each of the following, subject to Section 4.2:

In the event of a Termination without Cause or Resignation for Good Reason (a “Qualifying Termination”), Executive shall be entitled to 30 days’ notice, following which Executive shall receive the Accrued Rights and, subject to # Executive’s continued compliance with the provisions of Sections 10, 11, 12 and 13 hereof, and # in the case of a Qualifying Termination which occurs prior to a Change in Control (a “Non-CIC Qualifying Termination”), Executive’s execution and non-revocation of a release of claims substantially in the form attached hereto as Annex A, with such changes as may be required by changes in applicable law (a “Release”) pursuant to [Section 5(d)(4)], the following:

Termination Without Cause or for Good Reason. Notwithstanding the foregoing, if Grantee’s employment with the Company or an Affiliate is involuntarily terminated without Cause or Grantee voluntarily terminates Grantee’s employment for Good Reason, Grantee shall not be subject to the restrictions on non-competition set forth in Section 6(c) of this Agreement; provided, however, that Grantee is not in breach of any other terms and conditions of this Agreement. The restrictions related to non-disclosure of confidential information and return of property in Section 6(a) and non-solicitation contained in Section 6(b) shall remain in full force and effect regardless of the manner of termination of Grantee’s employment.