Common use of TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION Clause in Contracts

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. Executive’s employment with Employer shall be terminated (i) upon the death of Executive; (ii) for Cause, as defined in Section 3.3; or (iii) upon Executive’s permanent disability (permanent disability being defined as Executive’s physical or mental incapacity to perform his usual duties as an Executive with such condition likely to remain continuously for more than three months, provided, however, that in such event, Executive’s employment shall be continued hereunder for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s base salary during such period to be reduced by any Employer-financed disability benefits. 3.2. If Executive’s employment is terminated by reason of the death of Executive or permanent disability of Executive (as defined in Section 3.1), all future compensation to which Executive is otherwise entitled and all future benefits for which Executive is eligible shall become due and payable as of the date of termination, except as specifically provided in this Section 3.2. Executive, or his estate in the case of Executive’s death, shall be entitled to Executive’s pro rata salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive benefit plans or by virtue of Executive’s ownership of Employer’s stock which shall remain unaffected by the termination of Executive’s employment. 3.3. The Company shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall include termination for: (i) material breach of this Agreement by Executive; (ii) intentional nonperformance or mis-performance of such duties, or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence in the performance of his material duties under this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. ExecutiveEmployee’s employment with Employer shall be terminated (i) upon the death of Executive; Employee, or (ii) for Cause, as defined in Section 3.3; or (iii) upon ExecutiveEmployee’s permanent disability (permanent disability being defined as ExecutiveEmployee’s physical or mental incapacity to perform his usual duties as an Executive employee with such condition likely to remain continuously for more than three months, provided, however, that in such event, Executive’s employment shall be continued hereunder and permanently for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s base salary during such period to be reduced by any Employer-financed disability benefits90 days). 3.2. If ExecutiveEmployee’s employment is terminated by reason of a “Voluntary Termination” (as hereinafter defined), the death of Executive Employee, or permanent disability of Executive by the Employer for “Cause” (as defined in Section 3.1hereinafter defined), all future compensation to which Executive Employee is otherwise entitled and all future benefits for which Executive Employee is eligible shall become due cease and payable terminate as of the date of termination, except termination as specifically provided in this Section 3.2Section. ExecutiveEmployee, or his estate in the case of ExecutiveEmployee’s death, shall be entitled to Executive’s pro rata base salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive employee benefit plans or (as hereinafter defined). For purposes of this Section 3.2, a “Voluntary Termination” of the employment relationship by virtue Employee prior to expiration of Executive’s ownership of Employer’s stock which the Term shall remain unaffected by the be a termination of Executive’s employment. 3.3. The Company shall have employment in the right to terminate Executivesole discretion of and at the election of Employee, other than (i) a termination of Employee’s employment under because of a material breach by Employer of any material provision of this Agreement at any time which remains uncorrected for Causethirty (30) days following written notice of such breach by Employee to Employer or (ii) a termination of Employee’s employment within six (6) months of a material reduction in Employees’ rank or responsibility with Employer. For purposes of this Section 3.2, which termination shall be effective immediately. Termination for the term “Cause” shall include termination for: mean any of (i) material breach of this Agreement by Executive; (ii) intentional nonperformance Employee’s gross negligence or mis-performance of such duties, or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence willful misconduct in the performance of his material the duties under and services required of Employee pursuant to this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions Employee’s final conviction of a felony; or circumstances within 30 (iii) Employee’s material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days of receipt of following written notice from to Employee by Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreementof such breach.

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. Executive’s Employee's employment with Employer shall be terminated (i) upon the death of Executive; Employee, (ii) for Cause, as defined in Section 3.3; or (iii) upon Executive’s Employee's permanent disability (permanent disability being defined as Executive’s Employee's physical or mental incapacity to perform his usual duties as an Executive employee with such condition likely to remain continuously for more than three months, and permanently); provided, however, that in such event, Executive’s Employee's employment shall be continued hereunder for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s Employee's base salary during such period to be reduced by any Employer-financed disability benefits, or (iii) subject to the provisions of clause (ii), at any time during the Term by Employer upon notice to Employee or by Employee upon 60 days' notice to Employer for any or no reason. 3.2. If Executive’s Employee's employment is terminated by reason of a "Voluntary Termination" (as hereinafter defined), the death of Executive or Employee, permanent disability of Executive Employee (as defined in Section 3.1) or by the Employer for "Cause" (as hereinafter defined), all future compensation to which Executive Employee is otherwise entitled and all future benefits for which Executive Employee is eligible shall become due cease and payable terminate as of the date of termination, except as specifically provided in this Section 3.2. ExecutiveEmployee, or his estate in the case of Executive’s Employee's death, shall be entitled to Executive’s pro rata base salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s 's plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive 's employee benefit plans or by virtue of Executive’s ownership of Employer’s stock which shall remain unaffected by the termination of Executive’s employment. 3.3(as hereinafter defined). The Company shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall include termination for: (i) material breach For purposes of this Agreement by Executive; (ii) intentional nonperformance or mis-performance of such dutiesSection 3.2, or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence in the performance of his material duties under this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs a "Voluntary Termination" of the Employer, that in the reasonable judgment employment relationship by Employee prior to expiration of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.Term

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. Executive’s employment with Employer shall be terminated (i) upon the death of Executive; (ii) for Cause, as defined in Section 3.3; or (iii) upon Executive’s permanent disability (permanent disability being defined as Executive’s physical or mental incapacity to perform his usual duties as an Executive with such condition likely to remain continuously for more than three months, provided, however, that in such event, Executive’s employment shall be continued hereunder for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s base salary during such period to be reduced by any Employer-financed disability benefits. 3.2. If Executive’s employment is terminated by reason of the death of Executive or permanent disability of Executive (as defined in Section 3.1), all future compensation to which Executive is otherwise entitled and all future benefits for which Executive is eligible shall become due and payable as of the date of termination, except as specifically provided in this Section 3.2. Executive, or his estate in the case of Executive’s death, shall be entitled to Executive’s pro rata salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive benefit plans or by virtue of Executive’s ownership of Employer’s stock which shall remain unaffected by the termination of Executive’s employment. 3.3. The Company shall have the right to terminate Executive’s employment under this Agreement at any time for Cause, which termination shall be effective immediately. Termination for “Cause” shall include termination for: (i) material breach of this Agreement by Executive; (ii) intentional nonperformance or mis-performance of such duties, or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence in the performance of his material duties under this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions or circumstances within 30 days of receipt of written notice from Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreement.

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. Executive’s Employee's employment with Employer shall be terminated (i) upon the death of Executive; Employee, or (ii) for Cause, as defined in Section 3.3; or (iii) upon Executive’s Employee's permanent disability (permanent disability being defined as Executive’s Employee's physical or mental incapacity to perform his usual duties as an Executive employee with such condition likely to remain continuously and permanently for more than three months, a period of 90 days); provided, however, that in such event, Executive’s Employee's employment shall be continued hereunder for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s Employee's base salary during such period to be reduced by any Employer-financed disability benefits. 3.2. If Executive’s Employee's employment is terminated by reason of a "Voluntary Termination" (as hereinafter defined), the death of Executive Employee, or permanent disability of Executive by the Employer for "Cause" (as defined in Section 3.1hereinafter defined), all future compensation to which Executive Employee is otherwise entitled and all future benefits for which Executive Employee is eligible shall become due cease and payable terminate as of the date of termination, except termination as specifically provided in this Section 3.2Section. ExecutiveEmployee, or his estate in the case of Executive’s Employee's death, shall be entitled to Executive’s pro rata base salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s 's plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive 's employee benefit plans or (as hereinafter defined). For purposes of this Section 3.2, a "Voluntary Termination" of the employment relationship by virtue Employee prior to expiration of Executive’s ownership of Employer’s stock which the Term shall remain unaffected by the be a termination of Executive’s employment. 3.3. The Company shall have employment in the right to terminate Executive’s employment under this Agreement sole discretion of and at any time for Causethe election of Employee, which termination shall be effective immediately. Termination for “Cause” shall include termination for: other than (i) a termination of Employee's employment because of a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive; Employee to Employer or (ii) intentional nonperformance a termination of Employee's employment within six (6) months of a material reduction in Employees' rank or mis-performance responsibility with Employer. For purposes of such dutiesthis Section 3.2, the term "Cause" shall mean any of (i) Employee's gross negligence or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence willful misconduct in the performance of his material the duties under and services required of Employee pursuant to this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions Employee's final conviction of a felony; or circumstances within 30 (iii) Employee's material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days of receipt of following written notice from to Employee by Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreementof such breach.

TERMINATION PRIOR TO EXPIRATION OF TERM AND EFFECTS OF SUCH TERMINATION. 3.1. Executive’s Employee's employment with Employer shall be terminated (i) upon the death of Executive; Employee, or (ii) for Cause, as defined in Section 3.3; or (iii) upon Executive’s Employee's permanent disability (permanent disability being defined as Executive’s Employee's physical or mental incapacity to perform his usual duties as an Executive employee with such condition likely to remain continuously for more than three months, provided, however, that in such event, Executive’s employment shall be continued hereunder and permanently for a period of not less than one year from the date of such disability, but not beyond the end of the Term, with Executive’s base salary during such period to be reduced by any Employer-financed disability benefits90 days). 3.2. If Executive’s Employee's employment is terminated by reason of a "Voluntary Termination" (as hereinafter defined), the death of Executive Employee, or permanent disability of Executive by the Employer for "Cause" (as defined in Section 3.1hereinafter defined), all future compensation to which Executive Employee is otherwise entitled and all future benefits for which Executive Employee is eligible shall become due cease and payable terminate as of the date of termination, except termination as specifically provided in this Section 3.2Section. ExecutiveEmployee, or his estate in the case of Executive’s Employee's death, shall be entitled to Executive’s pro rata base salary through the date of such termination and shall be entitled to any individual bonuses or individual incentive compensation not yet paid but due under Employer’s 's plans but shall not be entitled to any other payments by or on behalf of Employer except for those which may be payable pursuant to the terms of Employer’s Executive 's employee benefit plans or (as hereinafter defined). For purposes of this Section 3.2, a "Voluntary Termination" of the employment relationship by virtue Employee prior to expiration of Executive’s ownership of Employer’s stock which the Term shall remain unaffected by the be a termination of Executive’s employment. 3.3. The Company shall have employment in the right to terminate Executive’s employment under this Agreement sole discretion of and at any time for Causethe election of Employee, which termination shall be effective immediately. Termination for “Cause” shall include termination for: other than (i) a termination of Employee's employment because of a material breach by Employer of any material provision of this Agreement which remains uncorrected for thirty (30) days following written notice of such breach by Executive; Employee to Employer or (ii) intentional nonperformance a termination of Employee's employment within six (6) months of a material reduction in Employees' rank or mis-performance responsibility with Employer. For purposes of such dutiesthis Section 3.2, the term "Cause" shall mean any of (i) Employee's gross negligence or refusal to abide by or comply with the reasonable directives of his superior officers, or the Employer’s policies and procedures; (iii) Executive’s negligence willful misconduct in the performance of his material the duties under and services required of Employee pursuant to this Agreement; (iv) Executive’s willful dishonesty, fraud or misconduct with respect to the business or affairs of the Employer, that in the reasonable judgment of the Board materially and adversely affects Employer; (v) Executive’s conviction of, or a plea of nolo contendere to, a felony or other crime involving moral turpitude; or (vi) the commission of any act in direct or indirect competition with or materially detrimental to the best interests of Employer that is in breach of Executive’s fiduciary duties of care, loyalty and good faith to Employer. “Cause” will not, however, include any actions or circumstances constituting Cause under clause (i) or (ii) above if Executive cures such actions Employee's final conviction of a felony; or circumstances within 30 (iii) Employee's material breach of any material provision of this Agreement which remains uncorrected for thirty (30) days of receipt of following written notice from to Employee by Employer setting forth the actions or circumstances constituting Cause. In the event Executive’s employment under this Agreement is terminated for Cause, Executive shall thereafter have no right to receive compensation or other benefits under this Agreementof such breach.