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 (or such longer period as the Company and the Employee may agree to), in either case during the Protection Period, will receive the severance benefit provided for in Section 4.5 of the Plan, provided that the Employee timely executes and delivers to the Company an agreement of separation that shall contain a waiver and release substantially in the form set forth in Appendix A hereto.