A Participant’s employment by the Company or any of its Affiliates shall terminate immediately (i) upon delivery to Participant of written notice of termination by the Company subject to any applicable cure period specified in this Plan, (ii) upon the Company’s receipt of written notice of termination by Participant, or (iii) upon Participant’s death or Permanent Disability (as defined in Section 8 hereof). In the event of such termination, except where Participant is terminated (i) for Cause (as defined in Section 8 hereof), (ii) as the result of a Permanent Disability or death, or (iii) where Participant voluntarily terminates Participant’s employment other than as a Constructive Termination (as defined in Section 8 hereof), and upon execution by Participant at or about the effective date of such termination of the Transition and Release Agreement (the “ Transition Agreement ”), in the form attached hereto as Exhibit A , as may be amended from time to time to the extent permitted by Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), the Company shall provide Participant with the benefits as set forth in the Transition Agreement. The Transition Agreement shall be executed in the timeframe specified by the Company, which shall in no event exceed 45 days after the Participant’s termination of employment.