This Agreement may not be terminated by the Company for any reason for as long as the Officer continues to serve as the Chief Executive Officer of the Company. This Agreement shall be enforceable in accordance with its terms for any period following the Officer’s Separation from Service to the Company until all payments and benefits provided hereunder, if any, have been paid or delivered in full, and all other obligations of the parties to this Agreement have been fully discharged (the “ Term ”).  If a Change in Control occurs during the Term, the Term shall automatically extend until the second anniversary of the Change in Control (the “ Protection Period ”). At the end of the Term, this Agreement shall terminate without further action by either the Company or the Officer. If no Change in Control occurs prior to expiration of the Term or if the Officer Separates from Service (as defined in Paragraph 5(a) below) before a Change in Control this Agreement shall automatically terminate without any further action; provided, however, that Paragraph 13 (regarding arbitration) shall continue to apply to the extent the Officer disputes the termination of this Agreement. For the avoidance of doubt, no Severance Benefits (as defined below) shall be paid or provided by the Company to the Officer under this Agreement if the Officer Separates from Service due to termination of employment (i) by the Company and its subsidiaries for Cause or (ii) by the Officer, including by the Officer’s notification of the Company of the Officer’s intention not to renew the term of the Employment Agreement, absent the occurrence of Constructive Termination.