In consideration of the Executive’s covenant not to compete as described in Section 4 hereto and subject to the limitations outlined in Section 5(c) and Section 22, upon the Executive’s Termination of Employment for any reason, the Company shall pay to the Executive an amount equal to the aggregate of one (1) times the annual rate of base salary then being paid to the Executive, plus one (1) times the average of the past three years cash incentive bonus pay, which amount shall be paid in twelve (12) equal monthly payments beginning on the first day of the month following the Executive’s Termination of Employment.