In the event the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason during the period beginning six (6) months prior to a Change in Control and ending upon the third anniversary of such Change in Control, then the Executive shall receive Change in Control related pay and benefits no less favorable than those set forth in the Company's Change in Control Severance Plan in effect as of the Effective Date (current plan is attached as Appendix B); provided, however, that Executive acknowledges that the tax gross-up provisions in the Plan no longer apply and are not included in his benefits. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the Company's Change in Control Severance Plan. Notwithstanding the foregoing provisions of this Section 13, if payment becomes required under this Section 13 with respect to a termination of the Executive's employment that occurs prior to the occurrence of a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of its assets (in each case within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)), then so much of the payment due under this Section 13 as equals twenty-four (24) months of Executive’s Base Salary shall be paid in regular payroll installments over the twenty-four (24) month period commencing on the date of Executive’s termination.