Employer may terminate the employment of Employee hereunder for “good cause” (as defined below) immediately upon written notice.

For Good Cause. The Company may terminate the Employee’s employment with the Company at any time for Good Cause (“Good Cause Termination”). The term “Good Cause,” which shall be determined in the sole discretion of the Company, for purposes of this Agreement means: # the Employee being arraigned or indicted for the commission of a felony or convicted of a felony; # the Employee engaging or directing in fraud, theft, dishonesty, misconduct or falsification of any employment or the Company’s records or knowledge of others engaging or directing such conduct without Employee taking appropriate action; # the Employee misappropriating or embezzling the Company’s assets; # the Employee engaging in conduct or activities that have or could have a material detrimental effect on the reputation or business of the Company; # the Employee willfully or negligently violating any governmental rule or regulation to which the Company or any of its assets or business is subject; # the Employee’s inability or unwillingness to perform his job duties (other than as a result of a Disability as defined in Section 4.2 (c)) or negligence in performing his job duties; # the Employee breaching the terms of this Agreement (including but not limited to the Employee’s violation of any of the provisions contained in Sections 6 or 7); # the Employee violating the Company’s code of conduct or similar policy, policies against discrimination and harassment, financial policies, or policies against abuse of drugs and alcohol; # the Employee violating any policy of the Company (except for policies specified elsewhere in this Section 4.2(a)), and, following receipt of notice of such violation from the Company, provided that the Company determines in its sole discretion that such violation may be subject to cure, the Employee’s failure to cure such violation within five (5) business days of the date of such notice; or # the Employee engaging in other conduct, even if not in conjunction with the Employee’s duties hereunder, which could reasonably be expected to, or which does, cause the Company material economic or reputational harm or other material adverse consequence.

For Good Cause. The Company may terminate the Employee’s employment with the Company

Termination by Employer for Cause. Executive’s employment hereunder may be terminated without further liability on the part of Employer effective immediately by a majority vote of the Board of Directors for cause by written notice to Executive setting forth in reasonable detail the nature of such Cause. Only the following shall constitute “Cause” for such termination:

Termination by Employer For Cause. If Executive is terminated for Cause: # Employer shall pay to Executive the Accrued Obligations, # Executive's participation in the Benefit Plans shall terminate as of the Termination Date, and # Employer shall have no further obligations to Executive under this Agreement, other than those provided in this Section 5.02. For purposes of this Agreement, "Cause" means: # Executive's failure to substantially perform Executive's duties with the Company (if Executive has not cured such failure to substantially perform, if curable, within thirty (30) days after Executive's receipt of written notice thereof from the Board that specifies the conduct constituting Cause under this clause (a)); # Executive's willful misconduct, or gross negligence in the performance of Executive's duties hereunder; # the conviction of Executive, or the entering by Executive of a guilty plea or plea of no contest with respect to, any crime that constitutes a felony or involves fraud, dishonesty or moral turpitude; # Executive's commission of an act of fraud, embezzlement or misappropriation against the Company; # Executive's material breach of the fiduciary duty owed by Executive to Company; # Executive's engaging in any improper conduct that has or is likely to have an adverse economic or reputational impact on the Company; or # Executive's material breach of this Agreement.

By Company For Good Cause. Upon written notice to the Executive, the Company may immediately terminate this Agreement at any time during the Employment Period for “Good Cause” (as hereafter defined).

Termination Without Cause or for Good Reason. If, during the Employment Period, the Employer shall Terminate Employee’s employment Without Cause or Employee shall Terminate Employee’s employment for Good Reason, then in consideration of Employee’s services rendered prior to such Termination;

If the Executive's service is separated by the Employer for Cause or by the Executive for Good Reason, the date on which the Executive separates from service with the Employer; and

Termination of the employment of Employee by Employer (other than by reason of any non-renewal of employment in accordance with Section 2 or by reason of Employee’s death or permanent disability in accordance with Section 7) shall, unless such termination is for a reason expressly specified in this Agreement as good cause, be deemed to be a termination of employment by Employer “without good cause.”

Employer Contributions. Each Employer, in its sole discretion, may make either or both of the following types of contributions to the Plan on behalf of Participants employed by that Employer.