Subject to the terms and conditions of this Agreement, the initial term of this Agreement shall begin on the Effective Date and shall continue through December 31, 2018; provided, however, that beginning on January 1, 2020, and on the first day of each year thereafter, the term of this Agreement shall automatically be extended by one year, unless either the Company, based on action taken by its Chief Executive Officer, or the Executive shall have provided notice to the other at least one hundred eighty (180) days before such date that the term shall not be extended (the “ Term ”). If a Change in Control (as defined below) does not occur during the Term of this Agreement, no payments or other benefits will be paid or payable to the Executive under this Agreement.