If, during the Protected Period following each Change in Control, the Executive’s employment is terminated either (i) by the Company (other than for Total Disability or Cause) or (ii) by the Executive for Good Reason, then the Executive shall be entitled to the benefits provided in this Section 3 (collectively and severally “ Termination Benefits ”). The Company’s obligation to pay the Termination Benefits are subject to Executive’s compliance with Section 5 (Non-Competition) and Section 7.9 (Release).