Common use of Term and Termination of this Agreement Clause in Contracts

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof and shall continue for a term of five (5) years from the date hereof (the "Term"). (a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof Closing Date and shall continue for a term of five (5) years from the date hereof (the "Term")Closing Date. (a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company Target (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company Target shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, whether pursuant to this Agreement or following the Company termination or expiration of the Term of this Agreement, Target shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the CompanyTarget) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company Target shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company Target in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company Target with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company Target without Cause pursuant to subsection 4(b), the Company Target shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company Target in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder.

Term and Termination of this Agreement. The term 12.1 This Agreement will be effective upon Bitmain’s issuance of employment of -------------------------------------- Executive (the "Term") pursuant shipping confirmation to the Purchaser, provided that if there is more than one shipping confirmation, this Agreement shall commence on will be effective to the date hereof and shall continue for a term Products contained in each shipping confirmation upon Bitmain’s issuance of five (5) years from the date hereof (respective shipping confirmation to the "Term")Purchaser. (a) Executive's employment hereunder 12.2 Bitmain shall be terminated during entitled to terminate this Agreement with immediate effect upon written notice to the Term upon the death or Disability of Executive.Purchaser if: (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at the Purchaser fails to comply in any timematerial respect of this Agreement, and (ii) without Cause upon where that failure is capable of being remedied, fails to remedy it within thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are being required by law or the policies of the Company) commencing with the first day of the calendar month next following.Bitmain to do so; (cii) Upon termination it is or becomes unlawful for the Purchaser to perform or comply with any of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due its material obligations under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) all or a pro rata portion (based on the number of days material part of the fiscal year obligations of the Company in which the Effective Date of Termination occurred during which Purchaser under this Agreement was in effect) of the bonusare not or cease to be valid, if any, payable under Section 3(b) with respect to such fiscal year, binding and enforceable; or (iii) an Insolvency Event occurs in respect of the severance pay described Purchaser. 12.3 The Purchaser shall be entitled to terminate this Agreement with immediate effect upon written notice to Bitmain if Bitmain fails to deliver the Product(s) to the carrier in subsection 4(b). Payment accordance with the delivery dates indicated in the shipping confirmation, and fails to remedy it within the time period pursuant to clause (ii) Section 4.3 of being required by the preceding sentence shall be made when such bonuses are paid Purchaser to other executive officers receiving bonus payments with respect to such fiscal yeardo so. (e) Notwithstanding anything to 12.4 This Agreement shall also be automatically terminated between the contrary expressed or implied herein, Parties if the covenants and agreements Order is cancelled because of Executive any reason stated in Sections 5 and 6 this Agreement. 12.5 Termination of this Agreement shall be without prejudice to the rights and liabilities of the Parties accrued prior to or as a result of such termination, including those related to antecedent breaches. Termination of this Agreement for any cause or otherwise shall not release a Party from any liability which at the time of termination has already accrued to the other Party or which thereafter may accrue in respect of any act or omission prior to such termination. The rights and obligations of the Parties under Clause 1 (Definitions and Interpretations), Clause 10 (Intellectual Property Rights), Clause 11 (Confidential Information and Disclosure), Clause 12 (Term and Termination of this Agreement), Clause 13 (Contact Information), Clause 14 (Compliance with Laws and Regulations) and Clause 21 (Governing Law and Dispute Resolution) shall survive the termination of Executive's employment hereunderthis Agreement.

Term and Termination of this Agreement. The 4.1 Subject to the provisions for termination provided hereafter, the term of employment this Agreement will be for a period of -------------------------------------- Executive two (2) years (the "Term") pursuant to this Agreement shall commence commencing on the date hereof and shall continue of this Agreement. The Term will automatically renew for a term consecutive periods of five (5) years from one year unless the date hereof (Corporation or the "Employee give the other 30 days written notice of non-renewal prior to expiry of the Term"). (a) Executive4.2 The Corporation may terminate the Employee's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with and this Agreement for Just Cause at any time, without notice and without any payment to the Employee whatsoever, save and except only for the payment of any accrued and unpaid Salary and vacation pay, and out-of-pocket expenses incurred in accordance with Section 3.3 up to the date of termination of employment. 4.3 The Employee may terminate this Agreement and the Employee's employment with the Corporation at any time, for any reason, by providing at least three (ii3) without Cause upon thirty (30) days month's advance written notice to Executivethe Corporation, provided which may be waived in whole or in part by the Corporation. If the Corporation waives the notice period in whole or in part, the Corporation shall pay the Employee's Salary for the portion of the notice period that Executive has been waived. The Employee shall immediately cease be entitled to payment of any accrued and unpaid Salary, vacation pay, and out-of-pocket expenses in accordance with Section 3.3. 4.4 The employment of the performance Employee and the Corporation's obligation to compensate the Employee with respect to employment will terminate upon the death of his duties hereunder if the Company shall so request following Employee save and except only for the payment of any accrued and unpaid Salary, out-of-pocket expenses in accordance with Section 3.3, and vacation pay accrued up to the date of termination of employment. 4.5 At any time, the Corporation may terminate this Agreement and the Employee's employment without Just Cause, in which case the Corporation will provide the Employee the following within 21 days of the date of termination: (a) All accrued and unpaid Salary and vacation pay to the date of termination of employment; (b) All out-of-pocket expenses incurred in accordance with Section 3.3 up to the date of termination of employment; and (c) A lump sum payment of that number of full months' Salary in lieu of notice which are then remaining in the Term of the Agreement provided that such number shall be no less than twenty-four (24) months' Salary in lieu of notice. In . 4.6 Subject to Section 4.7 below, if the event ExecutiveEmployee's employment is terminated without Causeby the Corporation, within one year following a Change of Control, the Company Employee shall be entitled to receive the following within 21 days of the date of termination: (a) All accrued and unpaid Salary and vacation pay to Executive, as severance pay hereunder, an amount equal the date of termination of employment: (b) All out-of-pocket expenses incurred in accordance with Section 3.5 up to the annual Base Salary paid to Executive at the Effective Date date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies termination of the Company) commencing with the first day of the calendar month next following.employment; (c) Upon A lump sum payment of hat number of full months' Salary in lieu of notice which are then remaining in the Term of the Agreement provided that such number shall be no less than twenty-four (24) months' Salary in lieu of notice. 4.7 Section 4.6 does not become effective until the first day following the Effective Date. 4.8 In the event the Employee leaves employment for Good Reason, the Corporation will provide to the Employee the payments and compensation set out in Section 4.5. 4.9 Prior to receiving the payments in Sections 4.5, 4.6 and 4.8, the Employee or the Employee's estate agrees to execute and deliver to the Corporation a full and final release of all claims relating to the Employee's employment, and the termination thereof, in favor of the Corporation, predominantly in the form attached as Schedule A to this Agreement. 4.10 All payments made under this Section will be subject to applicable deductions and withholdings, and the Employee agrees that the Corporation may deduct or offset any overpayments, advances, loans, debts or any other amounts the Employee owes to the Corporation from the Employee's pay, severance or any other amounts owed to the Employee by the Corporation. 4.11 The Employee will not be required to repay to the Corporation any mitigation income earned after termination of Executiveemployment. 4.12 Notwithstanding the termination of the Employee's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b)employment, or upon voluntary termination by Executive the manner of Executive's employment hereundertermination, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreementprovisions of Article 5, except for Base Salary earned but unpaid at the Effective Date of Termination and6, in the case of termination of employment under subsection 4(a)7, a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus8, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination9, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 11 of this Agreement shall survive the termination of Executive's employment hereundersuch termination.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof and shall continue for a term of five three (53) years from the date hereof (the "Term"). (a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any timetime without notice to Executive, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company Executive shall pay to Executivereceive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at commencing on the Effective Date of TerminationTermination without Cause, which an aggregate amount shall be paid equal to his Base Salary as severance pay through the Term, payable in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of accordance with the Company) commencing with the first day of the calendar month next following's standard payroll practices. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, bonus payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, bonus payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") Employee pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five three (53) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) ExecutiveEmployee's employment hereunder shall may be terminated during terminated: (i) By the Term Company, upon the death or Disability of ExecutiveEmployee; (ii) By the Company, immediately for Cause; (iii) By Employee upon ninety (90) days prior written notice to the Company; (iv) By mutual agreement between Employee and the Company; and (v) By the Company, without Cause. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's the Company terminates the employment is terminated of the Employee without Cause, then, during the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or month period immediately following the policies effective date of the termination of his employment, the Employee shall continue to receive his base salary under this Agreement as in effect on the date that his employment terminates subject to employee signing a Settlement and Release Agreement agreeable to the Company. The payments described in this Section 4(b) commencing with are hereinafter referred to as "Severance Pay," and shall be made to the first day Employee without any obligation on his part to render services hereunder after the effective date of the calendar month next followingtermination of Employee's employment, in full settlement of all of the obligations of the Company hereunder. No Severance Pay shall be paid to the estate or personal representative of the Employee in the event of his death during the term of this Agreement. (c) Upon Except as set forth above, upon termination of ExecutiveEmployee's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive Employee or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination; provided however, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If ExecutiveEmployee's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of ExecutiveEmployee's employment hereunder. If Employee fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Base Salary remaining unpaid to Employee and the Company shall have no obligation to pay any portion of the Severance Pay. It is understood that Employee's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans shall cease as of the date of termination.

Term and Termination of this Agreement. The term of 7.1 Provided that any necessary visa and work permit is obtained, the employment of -------------------------------------- Executive (the "Term") pursuant Employee hereunder will commence on January 2, 2006 and will continue thereafter until terminated in accordance with the provisions below. 7.2 Subject to applicable law, either party may terminate this Agreement shall commence on by giving the date hereof and shall continue for a term of five (5) years from the date hereof (the "Term")other three calendar months' advance notice in writing. (a) Executive's employment hereunder shall be terminated during 7.3 The Company may by notice in writing immediately terminate this Agreement if the Term upon Employee is in breach of any of the death or Disability terms of Executivethis Agreement which in the case of a breach capable of remedy is not remedied by the Employee within 30 days of receipt by the Employee of a notice from Company specifying the breach and requiring its remedy. (b) Executive's employment hereunder may be terminated during the Term by 7.4 Subject to applicable law, the Company may immediately terminate this Agreement in the event of: (i) with Cause at any time, and the death of the Employee; (ii) without Cause upon thirty the unwillingness or inability of the Employee to perform his duties; (30iii) days written notice to Executiveany criminal conviction of the Employee; or (iv) acts of dishonesty, provided that Executive shall immediately cease fraud or gross negligence by the Employee in connection with the performance of his duties hereunder to the Company after those acts have been disclosed to the Employee and the Employee accorded an opportunity to respond in writing or in person at the Employee's option to the Company, provided that the Employee shall receive no further compensation beyond the termination date other than benefits accrued or required by law. 7.5 In the event that the Company terminates this Agreement other than pursuant to Clause 7.3 or 7.4, the Employee shall be entitled to a severance payment equivalent to an amount up to one year of his Base Salary (payable semi-monthly) and also an allowance for repatriation and relocation of up to a maximum of US$10,000.00. 7.6 In the event of the termination of this Agreement by the Employee, the Employee shall reimburse any training costs, expenses and charges reasonably incurred by the Company for the Employee. 7.7 Should the Company waive breach of any provision of this Agreement by the Employee, that waiver will not operate or to be construed as a waiver of any further breach by the Employee. 7.8 Forthwith upon the termination of the employment of the Employee hereunder, and/or at any other time if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Causerequest, the Company Employee shall pay to Executive, as severance pay hereunder, an amount equal deliver to the annual Base Salary paid Company all documents (including correspondence, lists of customers, notes, memoranda, plans, drawings and other documents of whatsoever nature), models or samples made or compiled by or delivered to Executive at the Effective Date of TerminationEmployee during his employment hereunder and concerning the business, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law finances or the policies affairs of the Company) commencing with . For the first day avoidance of doubt it is hereby declared that the calendar month next followingproperty in all such documents as aforesaid shall at all times be vested in the Company. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunder, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid 7.9 The Employee agrees that he will not at the Effective Date of Termination and, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such any time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive after the termination of Executive's the employment hereunderrepresent himself as still having any connection with the Company, save as a former employee for the purpose of communicating with prospective employers or complying with any applicable statutory requirements.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") Employee pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five (5) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) ExecutiveEmployee's employment hereunder shall may be terminated during terminated: (i) By the Term Company, upon the death or Disability of ExecutiveEmployee; (ii) By the Company, immediately for Cause; (iii) By Employee upon ninety (90) days prior written notice to the Company; (iv) By mutual agreement between Employee and the Company; and (v) By the Company, without Cause. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's the Company terminates the employment is terminated of the Employee without Cause, then, during the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or month period immediately following the policies effective date of the termination of his employment, the Employee shall continue to receive his base salary under this Agreement as in effect on the date that his employment terminates subject to employee signing a Settlement and Release Agreement agreeable to the Company. The payments described in this Section 4(b) commencing with are hereinafter referred to as "Severance Pay," and shall be made to the first day Employee without any obligation on his part to render services hereunder after the effective date of the calendar month next followingtermination of Employee's employment, in full settlement of all of the obligations of the Company hereunder. No Severance Pay shall be paid to the estate or personal representative of the Employee in the event of his death during the term of this Agreement. (c) Upon Except as set forth above, upon termination of ExecutiveEmployee's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive Employee or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination; provided however, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If ExecutiveEmployee's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of ExecutiveEmployee's employment hereunder. If Employee fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Base Salary remaining unpaid to Employee and the Company shall have no obligation to pay any portion of the Severance Pay. It is understood that Employee's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans shall cease as of the date of termination.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five (5) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) Executive's employment hereunder shall may be terminated during the Term upon terminated: (i) Upon the death or Disability of Executive; (ii) By the Company, immediately for Cause; (iii) By Executive upon ninety (90) days prior written notice to the Company; (iv) By Company immediately upon written notice to Executive; or (v) By mutual agreement between Executive and the Company. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any timeExcept as set forth below, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination, in the case of termination of employment under subsection 4(a)provided however, a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder. Upon termination of Executive's employment hereunder pursuant to Section 4(a)(iv) above, Executive shall be entitled to receive severance pay (the "Severance Amount") consisting of an amount equal to Executive's then current annualized Base Salary paid over a twelve (12) month period in accordance with the Company's standard payroll practices in effect at the time of termination. Executive may also elect Company paid executive outplacement services provided by Drake, Beam, Morix (Xxllas, Texas) for such period of severance. If Executive elects to continue coverage on the Company's health plan upon termination of employment pursuant to Section 4(a)(iv) above, the Company will pay the monthly premiums for the first twelve months of the eligible continuation period or until Executive obtains employment and has satisfied any necessary waiting periods under the new employer's health plan, whichever is sooner. It is understood that Executive's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans cease as of the date of termination. If Executive fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Severance Amount remaining unpaid to Executive.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five four (54) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) Executive's employment hereunder shall may be terminated during the Term upon terminated: (i) Upon the death or Disability of Executive; (ii) By the Company, immediately for Cause; (iii) By Executive upon ninety (90) days prior written notice to the Company; (iv) By Company immediately upon written notice to Executive; or (v) By mutual agreement between Executive and the Company. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any timeExcept as set forth below, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination, in the case of termination of employment under subsection 4(a)provided however, a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder. Upon termination of Executive's employment hereunder pursuant to Section 4(a)(iv) above, Executive shall be entitled to receive severance pay (the "Severance Amount") consisting of an amount equal to (i) the then current annualized Base Salary plus (ii) the average of the annual bonus actually paid to or accrued for Executive hereunder for the two (2) most recent fiscal years of the Company ending prior to the date of termination, paid together over a period of twelve (12) months in accordance with the Company's standard payroll practices in effect at the time of termination. If Executive elects to continue coverage on the Company's health plan upon termination of employment pursuant to Section 4(a)(iv) above, the Company will pay the monthly premiums for the first twelve months of the eligible continuation period or until Executive obtains employment and has satisfied any necessary waiting periods under the new employer's health plan, whichever is sooner. It is understood that Executive's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans cease as of the date of termination. If Executive fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Severance Amount remaining unpaid to Executive.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five four (54) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) Executive's employment hereunder shall may be terminated during the Term upon terminated: (i) Upon the death or Disability of Executive; (ii) By the Company, immediately for Cause; (iii) By Executive upon ninety (90) days prior written notice to the Company; (iv) By Company immediately upon written notice to Executive; or (v) By mutual agreement between Executive and the Company. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any timeExcept as set forth below, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination, in the case of termination of employment under subsection 4(a)provided however, a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder. Upon termination of Executive's employment hereunder pursuant to Section 4(a)(iv) above, Executive shall be entitled to receive severance pay (the "Severance Amount") consisting of an amount equal to (i) the then current annualized Base Salary plus (ii) the average of the annual bonus actually paid to or accrued for Executive hereunder for the two (2) most recent fiscal years of the Company ending prior to the date of termination, paid together over a twelve (12) month period in accordance with the Company's standard payroll practices in effect at the time of termination. If Executive elects to continue coverage on the Company's health plan upon termination of employment pursuant to Section 4(a)(iv) above, the Company will pay the monthly premiums for the first twelve months of the eligible continuation period or until Executive obtains employment and has satisfied any necessary waiting periods under the new employer's health plan, whichever is sooner. It is understood that Executive's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans cease as of the date of termination. If Executive fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Severance Amount remaining unpaid to Executive.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this 1. This Agreement shall commence on be effective as of the date hereof set forth above and shall continue for a term of five (5) years from in force until terminated, with or without cause, by either party giving to the date hereof (the "Term"). (a) Executive's employment hereunder shall be terminated during the Term upon the death or Disability of Executive. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon other party not less than thirty (30) days prior written notice of such termination. 2. Notwithstanding any other provision of this Agreement, in the event of any material breach of any provision of this Agreement, the party not in breach may give written notice to Executivethe breaching party of the event causing the breach and, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following breach is not corrected within five (5) business days after receipt of this notice, this Agreement may be terminated immediately at the date sole discretion of the non-breaching party, in addition to availing itself of any other remedies provided by law. Administrator may, at its discretion, by giving written notice to Dealer, immediately suspend or terminate Dealer’s rights under this Agreement in the event: a. Dealer fails to pay when due (i) any amount payable under this Agreement or (ii) any amount payable by Dealer to Administrator or any related or affiliated company under any other agreement or arrangement; b. Dealer commits any fraudulent act;‌ c. Dealer fails to remedy any other material breach of this Agreement by Dealer within thirty (30) days after notice of such notice. In breach is given to Dealer by Administrator; (i) Dealer files a voluntary petition in bankruptcy, or (ii) there is filed against Dealer an involuntary petition in bankruptcy; e. Dealer fails to pay its debts when due, or makes an assignment of its assets for the event Executive's employment is terminated without Causebenefit of creditors, the Company shall pay or suffers an impairment of its reputation or financial standing at any time subsequent to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Terminationthis Agreement; or f. Dealer sells, which amount assigns, leases, or otherwise disposes of (whether in one transaction or in a series of transactions) all or substantially all of its assets, and/or there is a change in control in the ownership of Dealer.‌ g. Dealer fails to produce and submit business to the Administrator OMP Waivers sold within ninety (90) days from the effective date of this Agreement. Any suspension shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or continue until the policies earlier of the Companyday (i) commencing with Administrator lifts it by written notice to the first day of the calendar month next followingDealer or (ii) this Agreement is terminated. (c) Upon 3. In the case of any termination of Executive's employment hereunder pursuant this Agreement under Article B. 2(f) due to subsection 4(a) or for Cause pursuant to subsection 4(b)a sale, assignment, lease, or upon voluntary termination by Executive other disposal of Executive's employment hereunderall or substantially all of Dealer’s assets and/or a change of control, Dealer agrees to pay any remaining amounts due and owing from Dealer to Administrator under this Agreement from the Company shall have no further obligation proceeds of such transaction. In furtherance of such Agreement, Dealer hereby transfers, assigns, and conveys to Executive or his personal representative with respect Administrator that amount of transaction proceeds necessary to remuneration due satisfy Dealer’s obligations to Administrator under this Agreement, except for Base Salary earned but unpaid at the Effective Date of Termination and, in the case of . 4. During any suspension and upon termination of employment under subsection 4(a)this Agreement, a pro rata portion (based on Dealer shall cease the number sale of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if anyOMP Registrations, shall be made at such time as similar bonuses are paid promptly remit all Dealer Costs and other sums due hereunder to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of TerminationAdministrator, and (ii) shall return to Administrator, or store in a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonussafe place for pick-up by Administrator, if anyall forms, payable under Section 3(b) with respect to such fiscal yearbrochures, supplies, marketing materials, and (iii) the severance pay described in subsection 4(b). Payment pursuant other property furnished by Administrator to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything Dealer and relating to the contrary expressed Program. Suspension or implied herein, the covenants and agreements of Executive in Sections 5 and 6 termination of this Agreement shall survive not affect the responsibilities of Dealer or Administrator under any OMP Registration sold by Dealer and in force or applied for prior to the termination of Executive's employment hereunderdate.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") Employee pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five three (53) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) ExecutiveEmployee's employment hereunder shall may be terminated during the Term upon terminated: (i) Upon the death or Disability of ExecutiveEmployee; (ii) By the Company, immediately for Cause; (iii) By Employee upon ninety (90) days prior written notice to the Company; (iv) By Company immediately upon written notice to Employee; or (v) By mutual agreement between Employee and the Company. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any timeExcept as set forth below, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's employment is terminated without Cause, the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or the policies of the Company) commencing with the first day of the calendar month next following. (c) Upon termination of ExecutiveEmployee's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive Employee or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination, in the case of termination of employment under subsection 4(a)provided however, a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If ExecutiveEmployee's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of ExecutiveEmployee's employment hereunder. Upon termination of Employee's employment hereunder pursuant to Section 4(a)(iv) above, Employee shall be entitled to receive severance pay (the "Severance Amount") consisting of an amount equal to Employee's then current annualized Base Salary paid over a twelve (12) month period in accordance with the Company's standard payroll practices in effect at the time of termination. If Employee elects to continue coverage on the Company's health plan upon termination of employment pursuant to Section 4(a)(iv) above, the Company will pay the monthly premiums for the first twelve months of the eligible continuation period or until Employee obtains employment and has satisfied any necessary waiting periods under the new employer's health plan, whichever is sooner. It is understood that Employee's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans cease as of the date of termination. If Employee fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Severance Amount remaining unpaid to Employee.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five (5) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) Executive's employment hereunder shall may be terminated during terminated: (i) By the Term Company, upon the death or Disability of Executive; (ii) By the Company, immediately for Cause; (iii) By Executive upon ninety (90) days prior written notice to the Company; (iv) By mutual agreement between Executive and the Company; and (v) By the Company, without Cause. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's the Company terminates the employment is terminated of Executive without Cause, then, during the nine (9) month period immediately following the effective date of the termination of his employment, Executive shall continue to receive his base salary under this Agreement as in effect on the date that his employment terminates subject to Executive signing a Settlement and Release Agreement agreeable to the Company. The payments described in this Section 4(b) are hereinafter referred to as "Severance Pay," and shall be made to the Executive without any obligation on his part to render services hereunder after the effective date of the termination of Executive's employment, in full settlement of all of the obligations of the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount . No Severance Pay shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law to the estate or the policies personal representative of the Company) commencing with Executive in the first day event of his death during the calendar month next followingterm of this Agreement. (c) Upon Except as set forth above, upon termination of Executive's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination; provided however, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If Executive's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of Executive's employment hereunder. If Executive fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Base Salary remaining unpaid to Executive and the Company shall have no obligation to pay any portion of the Severance Pay. It is understood that Executive's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans shall cease as of the date of termination.

Term and Termination of this Agreement. The term of employment of -------------------------------------- Executive (the "Term") Employee pursuant to this Agreement shall commence on the date hereof Effective Date and shall continue for a term of five three (53) years from the date hereof (the "Term")years, or until sooner terminated as provided herein. (a) ExecutiveEmployee's employment hereunder shall may be terminated during terminated: (i) By the Term Company, upon the death or Disability of ExecutiveEmployee; (ii) By the Company, immediately for Cause; (iii) By Employee upon ninety (90) days prior written notice to the Company; (iv) By mutual agreement between Employee and the Company; and (v) By the Company, without Cause. (b) Executive's employment hereunder may be terminated during the Term by the Company (i) with Cause at any time, and (ii) without Cause upon thirty (30) days written notice to Executive, provided that Executive shall immediately cease the performance of his duties hereunder if the Company shall so request following the date of such notice. In the event Executive's the Company terminates the employment is terminated of the Employee without Cause, then, during the Company shall pay to Executive, as severance pay hereunder, an amount equal to the annual Base Salary paid to Executive at the Effective Date of Termination, which amount shall be paid in twelve (12) substantially equal monthly installments (less such deductions and withholdings as are required by law or month period immediately following the policies effective date of the Companytermination of his employment, the Employee shall continue to receive his base salary under this Agreement as in effect on the date that his employment terminates. The payments described in this Section 4(b) commencing with are hereinafter referred to as "Severance Pay," and shall be made to the first day Employee without any obligation on his part to render services hereunder after the effective date of the calendar month next followingtermination of Employee's employment, in full settlement of all of the obligations of the Company hereunder. No Severance Pay shall be paid to the estate or personal representative of the Employee in the event of his death during the term of this Agreement. (c) Upon Except as set forth above, upon termination of ExecutiveEmployee's employment hereunder pursuant to subsection 4(a) or for Cause pursuant to subsection 4(b), or upon voluntary termination by Executive of Executive's employment hereunderthis Section 4, the Company shall have no further obligation to Executive Employee or his personal representative with respect to remuneration due under this Agreement, except for Base Salary earned but unpaid at the Effective Date date of Termination andtermination; provided however, in the case of termination of employment under subsection 4(a), a pro rata portion (based on the number of days of the fiscal year of the Company in which such termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year. Payment of such bonus, if any, shall be made at such time as similar bonuses are paid to other executives of the Company with respect to such fiscal year. (d) If ExecutiveEmployee's employment hereunder is terminated during the Term by the Company without Cause pursuant to subsection 4(b), the Company shall have no obligation to Employee with respect to renumeration due under this Agreement or such termination other than (i) Base Salary earned but unpaid at the Effective Date of Termination, and (ii) a pro rata portion (based on the number of days of the fiscal year of the Company in which the Effective Date of Termination occurred during which this Agreement was in effect) of the bonus, if any, payable under Section 3(b) with respect to such fiscal year, and (iii) the severance pay described in subsection 4(b). Payment pursuant to clause (ii) of the preceding sentence shall be made when such bonuses are paid to other executive officers receiving bonus payments with respect to such fiscal year. (e) Notwithstanding anything to the contrary expressed or implied herein, the covenants and agreements of Executive in Sections 5 and 6 of this Agreement shall survive the termination of ExecutiveEmployee's employment hereunder. If Employee fails to observe the requirements of Sections 5 or 6 hereof, then the Company shall have no obligation to pay any portion of the Base Salary remaining unpaid to Employee and the Company shall have no obligation to pay any portion of the Severance Pay. It is understood that Employee's coverage under the Company's disability, accidental death or dismemberment and group life insurance plans shall cease as of the date of termination.