The Term and Executive’s employment hereunder may be terminated: (1) by the Company for “Cause” (as defined in Section 5(f) hereof), effective on the date on which a written notice to such effect (a “ Cause Termination Notice ”) is delivered to Executive; (2) by the Company at any time without Cause (which includes an election by the Company not to renew the Term pursuant to Section 2 hereof, the written notice of which shall be deemed a notice of termination without Cause of Executive’s employment hereunder), effective sixty (60) days following the date on which a written notice to such effect is delivered to Executive or, at the election of the Company in its sole discretion, such earlier date as is reasonably designated by the Company, provided that the Company shall continue to pay Executive’s Base Compensation for sixty (60) days following such notice of termination; (3) by Executive for “Good Reason” (as defined in Section 5(f) hereof), effective sixty (60) days following the date on which a written notice to such effect is delivered to the Company; or (4) by Executive at any time, effective sixty (60) days following the date on which a written notice to such effect is delivered to the Company. Upon any termination of Executive’s employment hereunder, Executive shall be entitled to receive the following: (i) any accrued but unpaid Base Compensation (to be paid as provided in Section 3(a) hereof); (ii) reimbursement for expenses incurred by Executive prior to the date of termination in accordance with Section 4(c) hereof; (iii) vested benefits, if any, to which Executive may be entitled under the Company’s employee benefit plans as of the date of termination; and (iv) any additional amounts or benefits due under any applicable plan, program, agreement or arrangement of the Company or its Affiliates (such plans, programs, agreements and arrangements, collectively, “ Company Arrangements ” and the amounts and benefits described in clauses (i) through (iv) above, collectively, the “ Accrued Benefits ”). Accrued Benefits under this Section 5 shall in all events be paid in accordance with the Company’s payroll procedures, expense reimbursement procedures or plan terms, as applicable.