Notwithstanding the foregoing provisions of this ARTICLE III , the Key Employee shall be entitled to the additional benefits specified in Section 3.5 regarding termination Without Cause or for Good Reason (i.e., those in addition to the payment of the Key Employee’s Base Salary through the date of termination and any benefits payable pursuant to the terms of the compensation and benefit plans specified in Section 2.3 in which the Key Employee is a participant), only upon the Key Employee’s execution (and non-revocation) and delivery to the Company of a waiver and release of all claims substantially in the form attached hereto, which execution (and non-revocation) and delivery must occur before the forty-fifth (45th) day immediately following the date of termination . The Company shall have no obligations under Section 3.5 if the Key Employee fails to deliver (and not revoke) the executed waiver and release of claims to the Company within the specified period of time. Notwithstanding the foregoing, if the Company does not deliver the form of release to the Key Employee within three (3) business days following the date of termination, then any requirement for the Key Employee to execute (and not revoke) and deliver the release as a condition of receiving any payments under Section 3.5 will have no effect, and the Key Employee will be entitled to receive any payments to which the Key Employee otherwise qualifies under Section 3.5 , as applicable.