An Employee whose employment is permanently terminated by the Company or a participating affiliate without Cause, or who voluntarily terminates employment for Good Reason within 90 days following the first occurrence of the condition constituting Good Reason, in either case outside the Protection Period, will be eligible to receive 52 weeks of the Employee’s base pay. In order to receive these severance benefits, the Employee must timely execute and deliver to the Company an agreement of separation that shall contain a waiver and release of all rights and claims relating to the Employee’s employment by the Company and its affiliates, and the termination of that employment by the Company or its affiliate, and that shall contain such other provisions as approved and required by the Company, in its sole discretion, within a time limit and in a form prepared by and acceptable to the Company.