If the Executive’s employment is terminated by the Executive or the Company for any reason within ninety (90) days prior to or twenty four (24) months following a Change in Control of the Company other than as a result of (i) a termination by the Company for Cause, (ii) a voluntary resignation by Executive without Good Reason, or (iii) the expiration of the Employment Term,  then the Company shall pay Executive a lump sum severance payment in cash equal to the Full Cash Severance Payment; provided that if employment terminates by reason of Executive’s death or disability,   then Executive (or Executive’s estate, if applicable) shall solely be entitled to receive the Full Cash Severance Payment.  The Full Cash Severance Payment shall be paid within 75 days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year.