Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause:

Termination by Employer Without Cause. Executive’s employment under this Agreement may be terminated by Employer without Cause upon written notice to Executive, whereupon Executive shall become entitled to the severance compensation and benefits set forth in Section 7(b) of this Agreement. Notwithstanding anything to the contrary that may be contained in this Agreement, it is acknowledged and agreed that a termination pursuant to any of Sections 6(d) (entitled “Termination due to Death”), 6(e) (entitled “Disability”) or 6(f) (entitled “Expiration of Term”) below, shall not be deemed to be or constitute a termination without Cause for purposes of this Agreement.” (c) Termination by Executive for Good Reason. Subject to the terms and conditions set forth hereinafter in this [Section 6(c)], Executive shall be entitled to terminate this Agreement and his/her employment with Employer hereunder for “Good Reason” and to receive the severance compensation set forth in Section 7(b) below, if Employer takes any of the actions set forth in [clauses (i) through (iv)] below (each a “Good Reason Action”):

Termination by Employer for Cause. Executive’s employment under this Agreement may be terminated for Cause, without further liability on the part of Employer, effective immediately upon a vote of the Board and written notice to the Executive. Each of the following shall constitute “Cause” that shall entitle Employer to terminate Executive’s employment for Cause:

Termination by Employer Without Cause. Executive’s employment under this Agreement may be terminated by Employer without Cause upon written notice to Executive, whereupon Executive shall become entitled to the severance compensation and benefits set forth in Section 7(b) of this Agreement. Notwithstanding anything to the contrary that may be contained in this Agreement, it is acknowledged and agreed that a termination pursuant to any of Sections 6(d) (entitled “Termination due to Death”), 6(e) (entitled “Disability”) or 6(f) (entitled “Expiration of Term”) below, shall not be deemed to be or constitute a termination without Cause for purposes of this Agreement.” (c) Termination by Executive for Good Reason. Subject to the terms and conditions set forth hereinafter in this [Section 6(c)], Executive shall be entitled to terminate this Agreement and his/her employment with Employer hereunder for “Good Reason” and to receive the severance compensation set forth in Section 7(b) below, if Employer takes any of the actions set forth in [clauses (i) through (iv)] below (each a “Good Reason Action”):

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 Without Cause. Executive’s employment with Employer may be terminated without Cause by a majority of the Board of Directors of Employer, effective immediately upon delivery of written notice of such termination to Executive.

Payments by Employer. The Employer may make payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plan. The Employer shall notify the Trustee of its decision to make payment of benefits directly prior to the time amounts are payable to participants or their beneficiaries. In addition, if the principal of the Trust, and any earnings thereon, are not sufficient to make payments of benefits in accordance with the terms of the Plan, the Employer shall make the balance of each such payment as it falls due. The Trustee shall notify the Employer where principal and earnings are not sufficient.

For Cause, following approval of such action by the Board of Directors and upon written notice to the Executive subject to compliance with Section 1.7 hereof, if applicable, in which event the Employer shall have no further obligation to the Executive except for the payment of any amounts earned and unpaid and any vested benefits as of the effective date of termination; or

Amendment by Employer. The Employer reserves the sole right to amend the Plan pursuant to a resolution of the Board. An amendment must be in writing and executed by a representative of the Employer authorized to take such action. The Employer hereby reserves the right to amend the Plan without the consent of the Participants in the future, as required to comply with any present or future law, regulation or rule applicable to the Plan, including, but not limited to Code [Section 409A] and all applicable guidance promulgated thereunder, and to prevent any Participant from becoming subject to any additional tax or penalty under Code [Section 409A]. No amendment can directly or indirectly deprive any current or former Participant or Beneficiary of all or any portion of his vested Account which had accrued prior to the amendment, except to the extent required by the Code or other applicable law.

. Benefits payable to, or on behalf of, a Participant will be paid by the Employer who last employed the Participant.