It is understood and agreed that your service as Executive Chairman of the Company shall terminate upon the earlier of: (i) your voluntarily resignation as Executive Chairman of the Company; provided that you shall provide 90 days’ prior written notice to the Company; (ii) your resignation as Executive Chairman of the Company upon the request of the Company; provided that the Company, will provide 90 days’ prior written notice to you of its request for your resignation, other than if such termination is for Cause (as defined below); (iii) your death or permanent disability; or (iv) your termination by the Company for Cause.  Effective upon the date of such resignation or termination, as applicable, no further compensation will be paid or payable for the position from which you have separated other than those obligations accrued hereunder at such date, and the Company shall pay to you (or your beneficiary or estate) (i) any accrued but unpaid compensation under Section 2 hereof through such date (the “Earned Compensation”), (ii) any vested amounts or benefits owing to you under the Company’s otherwise applicable compensation programs or employee benefit plans and programs, including any compensation previously deferred by you (together with any accrued earnings thereon) and not yet paid by the Company (the “Accrued Obligations”) and (iii) any other amounts or benefits payable due to your retirement, termination, death or disability under the Company’s plans, policies, programs or arrangements (the “Additional Benefits”).  Any Earned Compensation shall be paid in cash in a single lump sum as soon as practicable, but in no event more than 10 business days (or at such earlier date required by law), following the date of termination or resignation. Accrued Obligations and Additional Benefits shall be paid in accordance with the terms of the applicable plan, policy, program or arrangement.