If the Company terminates Employee's employment for any reason other than for Cause (as hereinafter defined), death or Disability (as defined herein), or if Employee resigns for Good Reason (as defined herein), then Employee shall be entitled to severance pay equal to thirty (30) months of Employee's Base Salary (as defined in the Employment Agreement) as of the Termination Date, less applicable taxes (the “ Severance Benefit ”).  Payment of the Severance Benefit is subject to the terms of this Agreement, including but not limited to, Sections 4 and 16 .