Termination for Cause, Disability or Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee's employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability" shall mean a physical or mental sickness or any injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this

Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.

Termination for Cause, DisabilityUpon Death or Death. DuringDisability. Subject to [Section 3.2], Employee’s employment and the termCompany’s obligations under this Agreement shall terminate: # automatically, effective immediately and without any notice being necessary, upon Employee’s death; and # in the event of this Agreement,the disability of Employee, by the Company shall be entitledgiving notice of termination to terminate the Employee's employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability" shall mean“disability” means the inability of Employee, due to a physical or mental sicknessimpairment, for ninety (90) days (whether or not consecutive) during any injury which renders the Employee incapableperiod of performingthree hundred sixty (360) days, to perform, with reasonable accommodation, the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribedwork contemplated by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of aany dispute regardingas to whether or when a Disability occurred,Employee is disabled, the matter shall be referred todetermined by the Company’s Board of Directors in consultation with a medical doctorphysician selected by the Company and the Employee. In the event of their failureCompany’s health or disability insurer or another physician mutually satisfactory to agree upon such a medical doctor, the Company and theEmployee. Employee shall each select a medical doctor who together shall select a third medical doctor who shallcooperate with the efforts to make the determination. Suchsuch determination or be subject to immediate discharge. Any such determination shall be conclusive and binding uponon the parties hereto.parties. Any determination of disability under this [Section 3.1] is not intended to alter any benefits any party may be entitled to receive under any long-term disability insurance policy carried by either the Company or Employee with respect to Employee, which benefits shall be governed solely by the terms of any such insurance policy. Nothing in this subsection shall be construed as limiting or altering any of Employee’s rights under State workers compensation laws or State or federal Family and Medical Leave laws.

Death or Death. During the term of this Agreement,Disability. The Employee’s employment with the Company shall be entitled towill terminate the Employee's employment at any timeimmediately upon the "Disability"death or Disability of the Employee (“Death or for "Cause" upon notice to the Employee.Disability Termination”). The Employee's employment hereunder shall automatically terminate upon the death of the Employee. Forterm “Disability” for purposes of this Agreement, "Disability"Agreement # shall have the same meaning as is given to such term (or correlative term) in the Employee’s Company disability insurance policy or # if there shall be no such disability insurance policy in place, the term “Disability” for purposes of this Agreement shall mean a physical or mental sickness or any injury which rendersthe inability of the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the Employee’s essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability,duties and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above,responsibilities under this Agreement for a period of three continuous months,ninety (90) consecutive days during any subsequenttwelve (12) month period by reason of Disabilitythe Employee’s mental or physical disability, which disability shall be regarded ascertified in writing by a new period of Disability for purposes of this Agreement. The Company anddoctor approved by the Company. In such event, the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referredprovided six (6) months’ severance pay following termination in continuance according to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.standard payroll practices.

Termination for Cause,Upon Death or Disability. Upon the death or Disability or Death. Duringof the term of this Agreement, the Company shall be entitled to terminateEmployee, the Employee's employment at any time uponwith Company shall terminate with no further obligation under this Agreement other than the "Disability"payment or provision of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee.Accrued Obligations. For purposes of this Agreement, "Disability" shall mean a physical or mental sicknessillness, injury, or any injury which renderscondition that prevents the Employee incapablefrom performing substantially all of performing the essential functions of Employee'Employee’s job (withduties associated with the Employee’s position or without reasonable accommodations) and which does or may be expected to continuetitle with the Company for more than 4 months during any 12‑at least 90 days in a 12-month period. InThe determination of whether the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) followinghas incurred a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selectedmade in good faith by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.Board.

Death or Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee'Disability. Employee’s employment at any timeshall terminate automatically upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee'Employee’s employment hereunder shall automatically terminate upon the death of the Employee.death. For purposes of this Agreement, "Disability" shall mean a physical or mental sickness or any injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be abledeemed to be disabled if Employee suffers an illness or disability resulting in Employee’s inability to perform the essential functions of Employee'Employee’s job (withduties hereunder, with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above,accommodation, for a period of three continuous months, any subsequentninety (90) consecutive days. If Employee is unable to perform, due to illness or disability, the essential functions of Employee’s position, with or without reasonable accommodation, for a period of Disabilityninety (90) consecutive days, then the Company shall be regarded as a new periodgive to Employee written notice of Disability for purposesits intention to terminate Employee’s employment. In such event, Employee’s employment with the Company shall terminate effective on the thirtieth (30th) day after receipt of this Agreement. The Company andsuch notice by Employee provided that, within the thirty (30) days after such receipt, Employee shall determine the existencenot have returned to full time performance of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.Employee’s duties.

Death or Disability. Employee’s employment with the Employer shall terminate automatically upon Employee’s death during the Employment Period. If the Employer determines in good faith that the Disability or Death. Duringof Employee has occurred during the termEmployment Period (pursuant to the definition of Disability set forth below), it may give to Employee written notice in accordance with [[Sections 6(e) and 15]5]] # of this Agreement, the Company shall be entitledAgreement of its intention to terminate the Employee'Terminate Employee’s employment. In such event, Employee’s employment at any with the Employer shall Terminate effective on the 60th day after receipt of such written notice by Employee (the “Disability Effective Date”), provided that, within the 30 days after such receipt, Employee shall not have returned to full-time upon the "Disability"performance of the Employee or for "Cause" upon notice to the Employee. The Employee'Employee’s employment hereunder shall automatically terminate upon the death of the Employee.duties. For purposes of this Agreement, "Disability"“Disability” shall mean that the Employee suffers from a physical or mental sicknessdisability or infirmity that qualifies him for disability benefits under any injury which rendersaccident, health or disability plan maintained by the Employee incapable of performingEmployer that provides income replacement benefits due to disability or, if the essential functions of Employee'Employer does not maintain such a plan, the Employee’s job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be ableinability to perform the essential functions of Employee'the Employee’s job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regardedninety (90) or more days as a new periodresult of Disability for purposes of this Agreement. The Companyphysical or mental disability or infirmity which is determined to be total and permanent, as reasonably determined by the Employee shall determineEmployer based upon the existenceopinion of a Disabilityphysician, subject to # the Employer’s obligations, and Employee’s rights, under # the date upon which it occurred. InAmericans With Disabilities Act, 42 U.S. C. §§ 1210 et seq., and # the event of a dispute regarding whether or when a Disability occurred,Family and Medical Leave Act, 29 U. S.C. §§ 2601 et seq. (and the matter shall be referred to a medical doctor selected byregulations promulgated under the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.foregoing Acts).

Disability. This Agreement may be terminated at the option of the Company if, as a result of any physical or mental disability, Employee is unable to perform substantially all of Employee’s major duties hereunder for Cause, Disabilitya continuous period of four months or Death. Duringat least 90 days in any consecutive period of 180 days. Employee shall continue to receive Employee’s full salary plus bonus payments payable to Employee under [Section 3] hereof regardless of any illness or incapacity, unless and until this Agreement is terminated. If Employee’s employment is terminated pursuant to this [Section 5], Employee (or Employee’s personal representative, in the termcase of this Agreement, the CompanyEmployee’s death) shall be entitled to terminatereceive Employee’s full salary through the Employee's employment at any time upon the "Disability"effective date of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability" shall mean a physical or mental sickness or any injury which renders the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.termination.

This Employment Agreement may be terminated by the term of this Agreement, the Company shall be entitled to terminate the Employee's employmentCorporation at any time uponby reason of the "Disability"death or disability of the Employee or for "Cause" upon noticecause, or for any reason other than discrimination or retaliation. A termination “for cause” shall mean a termination of this Employment Agreement by reason of a good faith determination by a majority of the Board of Directors of the Corporation or the President of the Corporation that Employee, by engaging in fraud or willful misconduct, a) failed to substantially perform his duties with the Corporation (if not due to death or disability), or b) has engaged in conduct, the consequences of which are materially adverse to the Employee. The Employee's employment hereunder shall automatically terminate upon the death of the Employee. For purposes of this Agreement, "Disability"Corporation, monetarily or otherwise. “Disability” shall mean a physical or mental sickness or any injury which rendersillness which, in the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEOjudgment of the Company or such other person whom Employee reportsCorporation after consultation with the licensed physician attending the Employee, impairs the Employee’s ability to substantially perform his duties under this Employment Agreement as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regardedan employee, and as a new periodresult of Disabilitywhich he shall have been absent from his duties with the Corporation on a full time basis for purposes ofsix (6) consecutive months. The termination provisions shall not, in any way, affect the disability benefits provided for in this Employment Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selected by the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.

Death or Death. During the term of this Agreement, the Company shall be entitled to terminate the Employee'Disability. Executive’s employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee's employment hereunder(and this Agreement) shall terminate automatically terminate upon the death of Executive, and may be terminated by the Employee. For purposesCompany upon written notice to Executive of termination of his employment due to Disability (which shall also constitute a termination of this Agreement, "Disability"Agreement). As used herein, “Disability” shall mean the inability of Executive to perform his material duties hereunder due to a physical or mental sickness orincapacity for 180 days (including weekends and holidays) in any injury which renders365-day period, with reasonable accommodations if required by applicable state and federal disability laws. To the Employee incapable of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months during any 12‑month period. In the event Employee shall be able to perform the essential functions of Employee's job (with or without reasonable accommodations) following a period of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this Agreement. The Company and the Employee shall determineextent necessary, the existence of a Disability shall be determined by an independent physician selected by the Executive and the date upon which it occurred.reasonably acceptable to Company. In the event of a dispute regarding whethertermination of Executive’s employment due to death or when a Disability occurred,Disability, the matterCompany shall be referredpay to a medical doctor selectedExecutive (or to his qualified personal representative in the event of his death during the Term) all compensation, benefits and reimbursable expenses accrued through the effective date of termination or as required by law, and shall comply with the terms of any applicable benefits plans and agreements between the Company and the Employee. In the event of their failure to agree upon such a medical doctor, the Company and the Employee shall each select a medical doctor who together shall select a third medical doctor who shall make the determination. Such determination shall be conclusive and binding upon the parties hereto.Executive.

Disability. The Company shall be entitled tomay terminate the Employee's employment at any time upon the "Disability" of the Employee or for "Cause" upon notice to the Employee. The Employee'Employee’s employment hereunder shall automatically terminate upon the deathif: # as a result of the Employee. For purposes of this Agreement, "Disability" shall mean aEmployee’s incapacity due to physical or mental sicknessillness, Employee shall have been absent from his duties hereunder for a period of 120 consecutive days or any injury which renders the Employee incapablea total of performing the essential functions of Employee's job (with or without reasonable accommodations) and which does or may be expected to continue for more than 4 months180 days during any 12‑month period. In the event Employee shall be able365-day period and is unable to perform the essential functionsduties of Employee'sthe job (withwith or without a reasonable accommodations) following a periodaccommodation; and # if within ten (10) days after written notice of Disability, and does so perform such duties, or such other duties as are prescribed by the President and CEO of the Company or such other person whom Employee reports to as provided in [section 3] above, for a period of three continuous months, any subsequent period of Disability shall be regarded as a new period of Disability for purposes of this Agreement. The Company and the Employee shall determine the existence of a Disability and the date upon which it occurred. In the event of a dispute regarding whether or when a Disability occurred, the matter shall be referred to a medical doctor selectedtermination is given by the Company andto Employee (which may occur at or after the Employee. In the eventend of their failure to agree upon such a medical doctor, the Company and theperiod), Employee shall each selectnot have returned to the performance of his duties hereunder on a medical doctor who togetherfull-time basis. During any period that Employee fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (the “Disability Period”), Employee shall select a third medical doctor who shall makecontinue to receive his Base Salary as set forth in [Section 3(a)] of this Agreement until his employment is terminated pursuant to this [Section 4(e)], provided that payments so made to Employee during the determination. Such determinationDisability Period shall be conclusive and binding uponreduced by the parties hereto.sum of the amounts, if any, payable to Employee under disability benefit plans of the Company.