Common use of TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION Clause in Contracts

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the date on which the Company elects to terminate the Term of Employment by reason of the “total disability” of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the date on which the Company elects to terminate the Term of Employment by reason of the “total disability” of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his her duties in a satisfactory manner; Executive’s performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his her duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his her termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s 's employment hereunder may be terminated by shall terminate upon the Company at any timefirst to occur of the following: (i) upon thirty (30) days' prior written notice to Executive upon the determination by the Board of Directors that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute "justifiable cause cause" (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or); (ii) upon three (3) days' prior written notice to Executive upon the determination by the Board of Directors that there is justifiable cause (as hereinafter defined) for such termination.; (biii) Executive’s employment shall terminate upon: (i) automatically and without notice upon the death of Executive; (iiiv) in accordance with the “total terms of subsection (e) hereof upon the "disability” of Executive " (as hereinafter defined) of Executive; (v) upon written notice by the Executive to the Company of a termination for good reason (as defined in Subsection subsection (cf) hereinbelow) pursuant to Subsection within ninety (h90) hereofdays after the event that constitutes good reason; or (iiivi) upon 30 days' prior written notice by Executive to the Company of the Executive’s resignation 's voluntary termination of employmentemployment without good reason. (cb) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s job, even with reasonable accommodationdue to illness, accident or any other physical or mental incapacity, substantially to perform the material functions of his duties for a period of six (6) consecutive months or for a total of eight (8) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement, as reasonably determined by the CompanyBoard of Directors, which determination shall be final and bindingin good faith, after examination of Executive by an independent physician reasonably acceptable to Executive. (dc) For the purposes hereof, the term “"justifiable cause” " shall mean: any (i) Executive's repeated failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure attempt to perform his duties in a satisfactory mannerpursuant to, or Executive's breach of, this Agreement where such conduct or breach shall not have ceased or been remedied within 15 days following written warning from the Company; (ii) Executive’s 's performance of any act or his failure to act, as to for which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatesUS Shipping Group, or a crime or offense constituting which would constitute a felony in the jurisdiction involved, would have occurred; (iii) Executive's performance of any act or his failure to act which constitutes, in the reasonable good faith determination of the Board of Directors, dishonesty, fraud or a breach of a fiduciary trust, including without limitation misappropriation of funds; (iv) any intentional unauthorized disclosure by Executive to any person, firm or corporation other than the members of the US Shipping Group and their respective directors, managers, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatesUS Shipping Group; (v) any attempt by Executive to secure any personal profit (other than through his ownership of Units of Parent) in connection with the business of the Company US Shipping Group (for example, without limitation, using US Shipping Group assets to pursue other interests, diverting any business opportunity belonging to US Shipping Group to himself or to a third party, xxxxxxx xxxxxxx or taking bribes or kickbacks); (vi) Executive's engagement in a fraudulent act to the material damage of the US Shipping Group; (vii) Executive's engagement in conduct or activities materially damaging to the property, business or reputation of the US Shipping Group, as determined in reasonable good faith by the Board of Directors; (viii) Executive's illegal use of controlled substances; (ix) any of its subsidiaries and affiliates; act or the engaging omission by Executive involving malfeasance or gross negligence in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his Executive's duties hereunderto the material detriment of the US Shipping Group, as determined in reasonable good faith by the Board of Directors; or (x) the entry of any order of a court that remains in effect and is not discharged for a period of at least sixty (60) days, which enjoins or otherwise limits or restricts the performance by Executive under this Agreement, relating to any contract, agreement or commitment made by or applicable to Executive in favor of any former employer or any other person. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 4 hereof as have has been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section 5 paragraph 4 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his Executive’s duties in a satisfactory manner; Executive’s 's performance of any act or his Executive’s failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his Executive’s duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his Executive’s termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his her duties in a satisfactory manner; Executive’s performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his her duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his her termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Executive’s employment hereunder may be terminated at any time upon written notice by the Company at any time: (i) Company, upon the determination that Executive’s performance occurrence of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon of the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate uponfollowing events: (i) the death of Executive; (ii) the “total disability” disability of Executive (as hereinafter defined in Subsection paragraph (c) herein) pursuant to Subsection (h) hereofb)); or (iii) the determination that there is cause (as hereinafter defined) for such termination upon ten (10) days’ prior written notice to Executive’s resignation . (b) For purposes hereof, the term “disability” shall mean the inability of employmentExecutive, due to illness, accident or any other physical or mental incapacity, to perform the normal functions of his job for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement. (c) For the purposes of this Agreementhereof, the term “total disabilitycause” shall mean Executive is physically or mentally incapacitated so as and be limited to render Executive incapable of performing the essentials of (i) Executive’s jobconviction (which, even with reasonable accommodationthrough lapse of time or otherwise, as reasonably determined by the Company, which determination shall be final and binding. (dis not subject to appeal) For the purposes hereof, the term “justifiable cause” shall mean: of any failure crime or refusal to perform any offense involving money or other property of the duties pursuant to this Agreement Company or any breach of this Agreement by its subsidiaries or which constitutes a felony in the Executivejurisdiction involved; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; (ii) Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which would constitute a felony in the jurisdiction involved, involved would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation (iii) Executive’s material breach of any confidential information of the representations, warranties or trade secret covenants set forth in this Agreement, or (iv) Executive’s continuing, repeated, willful failure or refusal to perform, his duties required by this Agreement, provided that Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Executive an opportunity, as soon as practicable, to correct the acts or omissions complained of. Whether or not “cause” shall exist in each case shall be determined by the Board of Directors of the Company or any of in its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employmentsole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his her duties in a satisfactory manner; Executive’s 's performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his her duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section 5 paragraph 4 hereof as have been accrued through the date of his her termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company Board of Directors at any time: (i) upon the determination by the Board of Directors that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination by the Board of Directors that there is justifiable cause (as hereinafter defined) for such termination. For any termination under this paragraph 7(a)(ii), Executive and Executive’s counsel will have a ten (10) day period (which shall be extended by the Company upon reasonable request) after receipt of notice of such termination to speak with at least one member of the Compensation Committee and an attorney of Company’s choosing to determine what Executive must do to cure (if curable). In order for a cure to be effective, a majority of the Board of Directors must vote to accept the cure, and such acceptance shall not be unreasonably denied. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the date on which the Board of Directors elects to terminate the Term of Employment by reason of the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (hg) hereof; or (iii) Executive’s resignation of employment. In the event that the Term of Employment terminates by reason of the Executive’s death in accordance with this paragraph 7(b)(i), the Executive’s disability pursuant to this paragraph 7(b)(ii), or Executive’s retirement on or after age 65, the Executive shall be entitled to the pro-rata bonus under the Company’s Annual Incentive Plan as set forth in paragraph 3(b) of this Agreement based on the number of days of active employment in the fiscal year, provided there is an earned payout for that Plan Year (as defined in the Plan) and all other eligibility requirements are met. Such payment shall be made when all other payments are made under the Plan. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s job, even with reasonable accommodationdue to illness, accident or any other physical or mental incapacity, substantially to perform his duties for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement, as reasonably determined by the Company, which determination shall be final and bindingBoard of Directors after examination of Executive by an independent physician reasonably acceptable to Executive. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any material breach of this Agreement by the Executivewhich is not curable or is not cured under Paragraph 7(a)(ii); Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm Executive’s embezzlement of funds or corporation of any confidential information or trade secret assets of the Company or any of its subsidiaries or affiliates; Executive’s conviction of, plea of guilty to, or plea of nolo contendere to any attempt by Executive felony; Executive’s unauthorized disclosure to secure any personal profit person, firm or corporation of any “confidential information” (as defined in connection with the business paragraph 12(a) hereof) of the Company or any of its subsidiaries and or affiliates; Executive’s usurpation of a corporate opportunity of the Company or the any of its subsidiaries or affiliates; Executive’s engaging by Executive in any business other than the business of the Company and or its subsidiaries and or affiliates which materially interferes with the performance of his duties hereunder; and Executive’s breach of any of the representations and warranties in paragraph 9 hereof. Upon termination of Executive’s employment the Term of Employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary Base Salary and reimbursement of expenses pursuant to Section 5 paragraph 4 hereof as have been accrued through the date of his the termination of employmentthe Term of Employment. (e) If the Board of Directors terminates the Term of Employment without “justifiable cause” as provided in Subsection 7(a)(i) hereof or the Executive resigns with Good Reason as defined herein, the Company shall pay Executive an amount equal to the sum of (1) the Executive’s monthly Base Salary then in effect (or, in the event of a resignation for Good Reason based on a material diminution in the Executive’s base compensation, the Executive’s monthly Base Salary that was in effect immediately before said material diminution) plus (2) a monthly amount calculated by dividing by twelve the average of the sum of (i) the Annual Incentive Bonuses (as set forth in paragraph 3(b) hereof) earned, and (ii) the cash amounts paid to Executive pursuant to an LTIP incentive (as set forth in paragraph 3(c) hereof) or the cash value of the options or stock issued to Executive as of the date actually issued, during each of the two most recent fiscal years of the Company, with the monthly sum of (1) plus (2) payable for 24 consecutive months commencing with the first payroll period that begins at least 30 days after the termination of the Executive’s Term of Employment conditioned upon the Executive having provided the Company with an executed general release in the form attached hereto as Exhibit A (subject to such modifications as the parties reasonably may agree upon) (the “General Release”) and the time for Executive’s revocation of the General Release having expired. Such payments shall be made in accordance with the Company’s customary payroll practices until paid in full. In addition, during the 24 month period described in this Paragraph, the Company shall continue to pay the portion, if any, of the premiums that were being paid by the Company immediately prior to the termination of the Term of Employment, for coverage under the Company’s health plan for the Executive and his dependents. Any payment pursuant to this paragraph 7(e) is contingent upon Executive’s execution of the General Release within 21 days after termination of the Term of Employment (and the Executive’s not revoking that release), and will be in lieu of payments to which Executive might have been entitled under any other severance plan of the Company. (f) If Executive shall die during the Term of Employment, the Term of Employment shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive’s Base Salary and reimbursement of expenses pursuant to paragraph 4 as have been accrued through the date of his death. (g) Upon Executive’s “disability”, the Board of Directors shall have the right to terminate the Term of Employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his Base Salary until he begins to receive long-term disability insurance benefits under the policy provided by the Company pursuant to paragraph 5 of this Agreement. Any termination pursuant to this Subsection (g) shall be effective on the earlier of (i) the date 30 days after which Executive shall have received written notice of the Board of Directors election to terminate or (ii) the date he begins to receive long-term disability insurance benefits under the policy provided by the Company pursuant to paragraph 5 hereof. (h) Upon the resignation of Executive in any capacity, that resignation will be deemed to be a resignation from all offices and positions that Executive holds with respect to the Company and any of its subsidiaries or affiliates. In the event of Executive’s resignation without Good Reason, he shall be entitled only to receive such portion of his annual Base Salary and reimbursement of expenses pursuant to paragraph 4 as have been accrued through the date of his resignation.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his her duties in a satisfactory manner; Executive’s 's performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his her duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his her termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Executive’s employment hereunder may be terminated at any time upon written notice by the Company at any time: (i) Company, upon the determination that Executive’s performance occurrence of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon of the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate uponfollowing events: (i) the death of Executive; (ii) the “total disability” disability of Executive (as hereinafter defined in Subsection paragraph (c) herein) pursuant to Subsection (h) hereofb)); or (iii) the determination that there is cause (as hereinafter defined) for such termination upon ten (10) days’ prior written notice to Executive’s resignation . (b) For purposes hereof, the term “disability” shall mean the inability of employmentExecutive, due to illness, accident or any other physical or mental incapacity, to perform his duties in a normal manner for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement. (c) For the purposes of this Agreementhereof, the term “total disabilitycause” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of and be limited to: (i) Executive’s jobconviction (which, even with reasonable accommodationthrough lapse of time or otherwise, as reasonably determined by the Company, which determination shall be final and binding. (dis not subject to appeal) For the purposes hereof, the term “justifiable cause” shall mean: of any failure crime or refusal to perform any offense involving money or other property of the duties pursuant to this Agreement Company or any breach of this Agreement by its subsidiaries or which constitutes a felony in the Executivejurisdiction involved; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; (ii) Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which would constitute a felony in the jurisdiction involved, involved would have occurred; (iii) Executive’s breach of any unauthorized disclosure of the representations, warranties or covenants set forth in this Agreement; (iv) any act of fraud, misappropriation, embezzlement or dishonesty by Executive regarding any aspect of the Company’s business; or (v) Executive’s continuing, repeated, willful failure or refusal to perform his duties required by this Agreement, provided that Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Executive an opportunity, as soon as practicable, to correct the acts or omissions complained of, provided further that if such breach is not curable, the Company need not provide Executive notice of such breach and wait any person, firm cure period before termination of Executive’s employment. Whether or corporation not (i) an uncurable breach has occurred or (ii) “cause” shall exist in each case shall be determined by the Board of any confidential information or trade secret Directors of the Company or any of in its subsidiaries or affiliates; any attempt sole discretion. (d) The Executive’s employment hereunder, may also be terminated by Executive to secure any personal profit in connection with the business of the Company or at any of its subsidiaries time upon thirty (30) days prior written notice, without cause. (e) In the event that the Executive’s employment is terminated for cause, Executive will be entitled to only his accrued salary through the termination date and affiliates; or nothing more. In the engaging event the Executive’s employment is terminated by Executive in the Company for any business reason other than cause, Executive shall receive severance equal to six (6) months’ salary and benefits. (f) Upon the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment with the Company for justifiable causeany reason whatsoever, this Agreement shall terminate immediately and Executive shall immediately return to the Company any and all originals and/or copies of the Company’s Confidential Information and/or any other information in his possession or control provided by or obtained from the Company, including information in the form of originals, paper copies, computer hard drives, computer disks, e-mails or any other similar or related electronic format. Executive acknowledges and agrees that such information will at all times remain the exclusive property of the Company and further acknowledges and agrees that he will be responsible for the safekeeping of any and all such information in his possession or control until it is returned to the Company. (g) For purposes hereof, “Good Reason” will mean any of the following to which the Employee will not be entitled to consent in writing: (a) a reduction in the Employee’s Base Salary; or (b) any amounts material reduction in the Employee’s title, authority or benefits hereunder other than such portion responsibilities as Director of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employmentFinance.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s 's employment hereunder may be terminated by at any time upon written notice from the Company at any time:to Executive, (i) upon the determination by the Board of Directors that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty five (305) days’ ' prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s 's employment shall terminate upon: (i) the death of the Executive;; or (ii) the “total "disability” " of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; orsubsection c herein). (iii) Executive’s resignation the determination by the Board of employmentDirectors that justifiable cause exists therefor. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s , due to illness, accident, or any other physical or mental incapacity, to perform the essential functions of his job, even with or without a reasonable accommodation, as reasonably determined by for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12)-month period during the Company, which determination shall be final and bindingterm of this Agreement. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: mean and be limited to any failure or refusal to perform willful breach by Executive of the performance of any of the his duties pursuant to this Agreement or any breach of this Agreement by the ExecutiveAgreement; Executive’s breach 's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or which have been adopted by constitutes a felony in the Companyjurisdiction involved; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which constitutes a felony in on the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm firm, or corporation other than the Company, its subsidiaries and its and their directors, officers, and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatessubsidiaries; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliatessubsidiaries; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination . (e) If Executive shall die during the term of Executive’s his employment for justifiable causehereunder, this Agreement shall terminate immediately and immediately. In such event, the estate of Executive shall not thereupon be entitled to any amounts or benefits hereunder other than receive such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued through the date of his death. (f) Upon Executive's "disability," the Company shall have the right to terminate Executive's employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of his employment for disability. Any termination pursuant to this subsection shall be effective on the date 30 days after which Executive shall have received written notice of the Company's election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive's employment is terminated by the Company, at any time for any reason other than justifiable cause, disability, or death, the Company shall pay Executive's salary (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination for a period ending six (6) months after the date of termination which amount shall be in lieu of any and all other payments due and owing to executive under the terms of this Agreement; provided, however, that if such termination without justifiable cause occurs after a "Change in Control" (as defined in subsection (h) below), the Company shall (I) continue existing health insurance, dental coverage, AD&O, and long-term disability coverage in effect for Executive at the time of termination for a period of the lesser of six months or until covered by another plan; and (II) continue Executive's salary for a period of six (6) months after the date of termination, provided,however, that to the extent the Company's benefit programs do not provide for the continuation of benefits after termination of employment, the Company will pay to Executive the funds necessary to obtain reasonably equivalent coverage; and (III) pay the Executive a pro-rated bonus (based on the target bonus amount for the fiscal year in which the change of control occurs providing Executive is still employed 90 days after the change of control).

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s 's employment hereunder may be terminated by at any time upon written notice from the Company at any timeto Executive: (i) upon the determination by the Board of Directors, after Executive has received notice that Executive’s his performance of his duties has is not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defineddefined in 7(d)) or for other business reasons necessitating termination and which do notice specifies with reasonable particularity how such performance is not constitute justifiable causesatisfactory, in either case upon that Executive has failed to remedy such performance to the reasonable satisfaction of the Board of Directors within thirty (30) days’ prior written notice to Executivedays of such notice; or (ii) upon the determination by the Board of Directors that there is justifiable cause (as hereinafter defineddefined in 7(d)) for such terminationtermination and upon ten (10) days' prior written notice of same to Executive. (b) Executive’s 's employment shall terminate upon: (i) the death of Executive;; or (ii) the “total "disability” " of Executive (as hereinafter defined in Subsection (c) herein7(c)) pursuant to Subsection (h7(f) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s job, even with reasonable accommodationdue to illness, accident or any other physical or mental incapacity, substantially to perform his duties for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement, as reasonably determined by the Company, which determination shall be final and bindingBoard of Directors of the Company in its sole discretion after examination of Executive by an independent physician reasonably acceptable to Executive. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure mean and be limited to: (i) Executive's conviction (which, through lapse of time or refusal otherwise, is not subject to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach appeal) of any material written policies, rules crime or regulations which have been adopted by offense involving the Company; 's or its subsidiaries' money or other property or which constitutes a felony in the jurisdiction involved; (ii) Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as for which it is determined by independent counsel retained by the Board of Directors (which counsel shall not be an individual or firm which at any time within the prior three (3) years has represented the Company, any executive employed by the Company, the Board of Directors or any individual Director), after due inquiry in which Executive is given the opportunity to which be heard and represented by counsel, that if Executive were prosecuted and convictedprosecuted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which would constitute a felony in the jurisdiction involved, would have occurredoccurred and Executive would, in all reasonable probability, be convicted; provided, however, that if such independent counsel does not make such determination, then the Company shall pay Executive's reasonable counsel fees and expenses incurred in defending Executive during such inquiry; (iii) any unauthorized disclosure which has not been authorized or subsequently ratified by the Company or which is not required to be made pursuant to any judicial proceeding or by statute or regulation, by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; subsidiaries; (iv) any attempt by Executive to secure any improper personal profit in connection with the business of the Company or any of its subsidiaries subsidiaries; or (v) Executive's repeated and affiliates; willful failure to comply with his duties under 6(a) or the engaging 6(b) (other than failure to comply with instructions or policies which are illegal or improper) where such conduct shall not have ceased or been cured within thirty (30) days following receipt by Executive in any business other than of written warning from the business Board of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunderDirectors. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued through the date of his termination of employment and reimbursement of expenses pursuant to Section 4 hereof. (e) If Executive shall die during the term of his employment hereunder, this Agreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive's annual salary as has been accrued through the date of his death and such bonus, if any, as the Board of Directors in its sole discretion may determine to award taking into account Executive's contributions to the Company prior to his death. If Executive's death shall occur while he is on Company business, the estate of Executive shall be entitled to receive, in addition to the other amounts set forth in this subsection (e), an amount equal to one-half of his then annual salary. (f) Upon Executive's "disability", the Company shall have the right to terminate Executive's employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation (including bonus, if any) as provided herein until he begins to receive long-term disability insurance benefits under the policy provided by the Company pursuant to Section 5 hereof (the period during which Executive continues to receive his compensation hereunder being the "Transition Period"). During the Transition Period, the Company shall (i) allow Executive to participate in the Company's 401k plan to the extent permitted by such plan and (ii) at Company's expense and to the same extent that Executive had participated, prior to termination of his employment, in the Company's health insurance, dental insurance, life insurance and disability insurance programs, continue Executive's participation in such programs. Any termination pursuant to this subsection (f) shall be effective on the date thirty (30) days after which Executive shall have received written notice of the Company's election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive's employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, or in the event the Company shall fail to renew this Agreement: (i) each month during the Severance Period, the Company shall pay to Executive, in full satisfaction and in lieu of any and all other payments due and owing to Executive under the terms of this Agreement (other than any payments constituting reimbursement of expenses pursuant to Section 4 hereof), an amount equal to one-twelfth of the sum of his then annual salary plus the amount of the last bonus awarded to Executive (less all amounts, if any, required to be withheld), payable bi-weekly; (A) The "Severance Period" shall commence on the date of termination and shall comprise one month for each month that Executive was employed by Company, provided however, that in no event shall such period be less than six (6) months nor more than twelve (12) months. (ii) Executive shall have a right to exercise any options which are exercisable as of the date of termination at any time during a period of six (6) months following the effective date of termination; (iii) the Company shall continue to allow Executive to participate in the Company's 401k plan to the extent permitted by such plan for twelve (12) months following the effective date of termination; and (iv) the Company shall continue to allow Executive to participate, at the Company's expense and to the same extent that Executive had participated prior to termination of his employment, in the Company's health insurance, dental insurance, life insurance and disability insurance programs, to the extent permitted under such programs, until the earlier of the expiration of the Severance Period or until such time as Executive becomes eligible to participate in another employer's group health, dental and disability insurance plans; provided, however, that Executive shall notify the Company of his acceptance of a position with a new employer, together with the specific date on which Executive shall become eligible for coverage in such new employer's health, dental, life and disability insurance programs, such notice to be given within fifteen (15) days following commencement of such employment. (h) Executive may terminate his employment at any time upon thirty (30) days' prior written notice to the Company. Upon Executive's termination of his employment hereunder, this Agreement (other than Sections 4, 7, 10, 11, 12 and 13, which shall survive) shall terminate immediately. In such event, Executive shall be entitled to receive such portion of Executive's annual salary as has been accrued to date. Executive shall be entitled to reimbursement of expenses pursuant to Section 4 hereof and to participate in the Company's benefit plans to the extent participation by former employees is required by law or permitted by such plans, with the expense of such participation to be specified in such plans for former employees.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by the Company at any time: (i) upon the determination by the President or the Board of Directors that Executive’s performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination by the President or the Board of Directors that there is justifiable cause (as hereinafter defined) for such terminationtermination upon ten (10) days’ prior written notice to Executive. (b) Executive’s employment shall terminate upon: (i) the death of Executive;; or (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s job, even with reasonable accommodation, as reasonably determined by the Board of Directors of the Company, (after examination of Executive by an independent physician reasonably acceptable to Executive), which determination shall be final and binding. (d) For the purposes hereof, the term “justifiable cause” shall mean: any repeated willful failure or refusal to perform any of the duties pursuant to this Agreement or where such conduct shall not have ceased within 5 days following written warning from the Company; any breach of this Agreement by the Executive; , Executive’s breach conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or affiliates or which have been adopted by constitutes a felony in the Company; Executive’s repeated failure to perform his duties in a satisfactory mannerjurisdiction involved; Executive’s performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which unreasonably interferes with the performance of his her duties hereunder. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his her termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by at any time upon written notice from the Company at any time:to Executive, (i) upon the determination by the Board of Directors that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty five (305) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of the Executive;; or (ii) the “total disability” of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; orsubsection c herein). (iii) Executive’s resignation the determination by the Board of employmentDirectors that justifiable cause exists therefor. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s , due to illness, accident, or any other physical or mental incapacity, to perform the essential functions of his job, even with or without a reasonable accommodation, as reasonably determined by for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12)-month period during the Company, which determination shall be final and bindingterm of this Agreement. (d) For the purposes hereof, the term “justifiable cause” shall mean: mean and be limited to any failure or refusal to perform willful breach by Executive of the performance of any of the his duties pursuant to this Agreement or any breach of this Agreement by the ExecutiveAgreement; Executive’s breach conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or which have been adopted by constitutes a felony in the Company; Executive’s repeated failure to perform his duties in a satisfactory mannerjurisdiction involved; Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which constitutes a felony in on the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm firm, or corporation other than the Company, its subsidiaries and its and their directors, officers, and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatessubsidiaries; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliatessubsidiaries; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination . (e) If Executive shall die during the term of Executive’s his employment for justifiable causehereunder, this Agreement shall terminate immediately and immediately. In such event, the estate of Executive shall not thereupon be entitled to any amounts or benefits hereunder other than receive such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued through the date of his death. (f) Upon Executive’s “disability,” the Company shall have the right to terminate Executive’s employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of his employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date 30 days after which Executive shall have received written notice of the Company’s election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive’s employment is terminated by the Company, at any time for any reason other than justifiable cause, disability, or death, the Company shall pay Executive’s salary (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination for a period ending six (6) months after the date of termination which amount shall be in lieu of any and all other payments due and owing to executive under the terms of this Agreement; provided, however, that if such termination without justifiable cause occurs after a “Change in Control” (as defined in subsection (h) below), the Company shall (I) continue existing health insurance, dental coverage, AD&O, and long-term disability coverage in effect for Executive at the time of termination for a period of the lesser of six months or until covered by another plan; and (II) continue Executive’s salary for a period of six (6) months after the date of termination, provided, however, that to the extent the Company’s benefit programs do not provide for the continuation of benefits after termination of employment, the Company will pay to Executive the funds necessary to obtain reasonably equivalent coverage; and (III) pay the Executive a pro-rated bonus (based on the target bonus amount for the fiscal year in which the change of control occurs providing Executive is still employed 90 days after the change of control).

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by at any time upon written notice from the Company at any timeto Executive: (i) upon the determination that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or (ii) upon the determination by the Board of Directors that there is justifiable cause (as hereinafter defined) for such terminationtermination upon five (5) days’ prior written notice to Executive. (b) Executive’s employment shall terminate upon: (i) the death of Executive;; or (ii) the “total disability” of Executive (as hereinafter defined in Subsection pursuant to subsection (c) hereinhereof) pursuant to Subsection subsection (hf) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s job, even with reasonable accommodationdue to illness, accident or any other physical or mental incapacity, substantially to perform his duties for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement, as reasonably determined by the Company, which determination shall be final and bindingBoard of Directors of the Company after examination of Executive by an independent physician reasonably acceptable to Executive. (d) For the purposes hereofof this Agreement, the term “justifiable cause” shall meanmean and be limited to: (i) any repeated failure or refusal to perform any of the Executive’s material duties pursuant to this Agreement Agreement, including any of the exhibits hereto, where such conduct shall not have ceased within 10 days following written warning from the Board of Directors of the Company and an opportunity of Executive to meet with the Board of Directors to discuss such matters; (ii) a good faith determination by the Board of Directors of the Company based on a preponderance of the evidence, that Executive has committed of a crime (other than routine traffic violations) or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or other offense involving money or other property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in affiliates if Executive has received written notice from the jurisdiction involved, would have occurred; Board of Directors of the Company with respect thereto and an opportunity to meet with the Board of Directors to discuss such matters (iii) any unauthorized disclosure by Executive to any person, firm or corporation entity other than the Company, its subsidiaries or affiliates and their respective directors, officers and employees (or other persons fulfilling similar functions), of any material confidential information or trade secret of the Company or any of its subsidiaries or affiliatesaffiliates other than any disclosure made in good faith in the belief that such disclosure was in the best interests of the Company; (iv) any attempt material failure by Executive to secure any personal profit in connection comply fully with the business requirements of the Xxxxxxxx-Xxxxx Act of 2002 and related regulations or with the Guidelines of Company Practices, as set forth in Exhibit D hereto and as revised from time to time, which conduct shall not have ceased within 10 days following written notice from the Board of Directors of the Company or any and an opportunity of its subsidiaries and affiliatesExecutive to meet with the Board of Directors to discuss such matters; or the (v) engaging by Executive in any business for profit other than the business of the Company and its subsidiaries and affiliates which interferes with during the performance term of his duties hereunderthis Agreement. Upon termination of Executive’s employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 4 hereof as have has been accrued through the date of his termination of employment and indemnification as provided in Section 6 hereof. (e) If Executive shall die during the term of his employment hereunder, this Agreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive’s annual salary, bonus, if any, and reimbursement of expenses pursuant to Section 4 as has been accrued through the date of his death. (f) Upon Executive’s “disability,” the Company shall have the right to terminate Executive’s employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation (including bonus, if any) and reimbursement of expenses pursuant to Section 4 as provided herein until he begins to receive long-term disability insurance benefits under the policy provided by the Company pursuant to Section 5 hereof. Any termination pursuant to this subsection (f) shall be effective on the later of (i) the date 30 days after which Executive shall have received written notice of the Company’s election to terminate or (ii) the date he begins to receive long-term disability insurance benefits under the policy provided by the Company pursuant to Section 5 hereof. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive’s employment is terminated by the Company at any time (other than following a Change in Control, as defined in Exhibit B hereto) for any reason other than justifiable cause, disability or death, the Company shall upon such termination, immediately pay Executive a lump sum payment equal to such portion of Executive’s salary, bonus, if any, and reimbursement of expenses pursuant to Section 4 as has been accrued through the date of termination of Executive’s employment. (h) Executive may terminate his employment at any time upon 30 days’ prior written notice to the Company. Upon Executive’s termination of his employment hereunder, this Agreement (other than Sections 4, 6, 8, 9 and 11 and Exhibits A, B, C and D, which shall survive in accordance with their respective terms) shall terminate. In such event, Executive shall be entitled to receive such portion of Executive’s annual salary and bonus, if any, as has been accrued to date. Executive shall be entitled to reimbursement of expenses pursuant to Section 4 hereof and to participate in the Company’s benefit plans to the extent participation by former employees is required by law or permitted by such plans, with the expense of such participation to be as specified in such plans for former employees. (i) Upon the resignation of Executive in any capacity, that resignation will be deemed to be a resignation from all offices and positions that that person holds with respect to the Company and any of its subsidiaries and affiliates.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection paragraph (c) herein) pursuant to Subsection paragraph (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by at any time upon written notice from the Company at any time:to Executive, (i) upon the determination by the Board of Directors that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute ‘justifiable cause cause” (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty five (305) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of the Executive; ; (ii) the “total disability” of Executive (as hereinafter defined in Subsection pursuant to subsection (c) herein) pursuant to Subsection (h) hereof); or (iii) Executive’s resignation and the determination by the Board of employmentDirectors that ‘justifiable cause” exists therefor. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s , due to illness, accident or any other physical or mental incapacity, to perform the essential functions of his job, even with or without a reasonable accommodation, as reasonably determined by for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the Company, which determination shall be final and bindingterm of this Agreement. (d) For the purposes hereof, the term “justifiable cause” shall meanmean and be limited to: any failure or refusal to perform willful breach by Executive of the performance of any of the his duties pursuant to this Agreement or any breach of this Agreement by the ExecutiveAgreement; Executive’s breach conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or which have been adopted by constitutes a felony in the Company; Executive’s repeated failure to perform his duties in a satisfactory mannerjurisdiction involved; Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which constitutes a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatessubsidiaries; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries subsidiaries; and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination (e) If Executive shall die during the term of Executive’s his employment for justifiable causehereunder, this Agreement shall terminate immediately and immediately. In such event, the estate of Executive shall not thereupon be entitled to any amounts or benefits hereunder other than receive such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued but remains unpaid through the date of his death. (f) Upon Executive’s “disability”, the Company shall have the right to terminate Executive’s employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of employmenthis employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date 30 days after which Executive shall have received written notice of the Company’s rightful election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive’s employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, the Company shall (i) pay Executive’s salary (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination through a period ending one (1) year after the date of termination, which amount shall be in lieu of any and all other payments due and owing to Executive under the terms this Agreement (other than any payments contemplated by Sections 8(b) and 11(e), as applicable). (h) Upon the termination of Executive’s employment hereunder for “justifiable cause,” this Agreement shall terminate immediately.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s 's employment hereunder may be terminated by the Company at any time: (i) upon the determination by the Chief Marketing Officer that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination by the Chief Marketing Officer that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s 's employment shall terminate upon: (i) the death of Executive;; or (ii) the “"total disability” " of Executive (as hereinafter defined in Subsection (c) herein) pursuant to Subsection (h) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “"total disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Chief Marketing Officer of the Company, (after examination of Executive by an independent physician reasonably acceptable to Executive), which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive, Executive's conviction (which, through lapse of time or otherwise, is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or affiliates or which constitutes a felony in the jurisdiction involved; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which unreasonably interferes with the performance of his duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s 's employment hereunder may be terminated by shall terminate upon the Company at any timefirst to occur of the following: (i) upon thirty (30) days' prior written notice to Executive upon the determination by the Board of Directors that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute "justifiable cause cause" (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ prior written notice to Executive; or); (ii) upon three (3) days' prior written notice to Executive upon the determination by the Board of Directors that there is justifiable cause (as hereinafter defined) for such termination.; (biii) Executive’s employment shall terminate upon: (i) automatically and without notice upon the death of Executive; (iiiv) in accordance with the “total terms of subsection (e) hereof upon the "disability” of Executive " (as hereinafter defined) of Executive; (v) upon written notice by the Executive to the Company of a termination for good reason (as defined in Subsection subsection (cf) hereinbelow) pursuant to Subsection within ninety (h90) hereofdays after the event that constitutes good reason; or (iiivi) upon 30 days' prior written notice by Executive to the Company of the Executive’s resignation 's voluntary termination of employmentemployment without good reason. (cb) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s job, even with reasonable accommodationdue to illness, accident or any other physical or mental incapacity, substantially to perform the material functions of his duties for a period of six (6) consecutive months or for a total of eight (8) months (whether or not consecutive) in any twelve (12) month period during the term of this Agreement, as reasonably determined by the CompanyBoard of Directors, which determination shall be final and bindingin good faith, after examination of Executive by an independent physician reasonably acceptable to Executive. (dc) For the purposes hereof, the term “"justifiable cause” " shall mean: any (i) Executive's repeated failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure attempt to perform his duties in a satisfactory mannerpursuant to, or Executive's breach of, this Agreement where such conduct or breach shall not have ceased or been remedied within 15 days following written warning from the Company; (ii) Executive’s 's performance of any act or his failure to act, as to for which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatesUS Shipping Group, or a crime or offense constituting which would constitute a felony in the jurisdiction involved, would have occurred; (iii) Executive's performance of any act or his failure to act which constitutes, in the reasonable good faith determination of the Board of Directors, dishonesty, fraud or a breach of a fiduciary trust, including without limitation misappropriation of funds; (iv) any intentional unauthorized disclosure by Executive to any person, firm or corporation other than the members of the US Shipping Group and their respective directors, managers, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatesUS Shipping Group; (v) any attempt by Executive to secure any personal profit (other than through his ownership of Units of Parent) in connection with the business of the Company US Shipping Group (for example, without limitation, using US Shipping Group assets to pursue other interests, diverting any business opportunity belonging to US Shipping Group to himself or to a third party, xxxxxxx xxxxxxx or taking bribes or kickbacks); (vi) Executive's engagement in a fraudulent act to the material damage of the US Shipping Group; (vii) Executive's illegal use of controlled substances; (viii) any of its subsidiaries and affiliates; act or the engaging omission by Executive involving malfeasance or gross negligence in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his Executive's duties hereunderto the material detriment of the US Shipping Group, as determined in reasonable good faith by the Board of Directors; or (ix) the entry of any order of a court that remains in effect and is not discharged for a period of at least sixty (60) days, which enjoins or otherwise limits or restricts the performance by Executive under this Agreement, relating to any contract, agreement or commitment made by or applicable to Executive in favor of any former employer or any other person. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s 's annual base salary and reimbursement of expenses pursuant to Section 5 4 hereof as have has been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by at any time upon written notice from the Company at any time:to Executive, (i) upon the determination by the Board of Directors that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute ‘justifiable cause cause” (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty five (305) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of the Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection pursuant to subsection (c) herein) pursuant to Subsection (h) hereof); orand (iii) Executive’s resignation the determination by the Board of employmentDirectors that “justifiable cause” exists therefor. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s , due to illness, accident or any other physical or mental incapacity, to perform the essential functions of his job, even with or without a reasonable accommodation, as reasonably determined by for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the Company, which determination shall be final and bindingterm of this Agreement. (d) For the purposes hereof, the term “justifiable cause” shall meanmean and be limited to: any failure or refusal to perform willful breach by Executive of the performance of any of the his duties pursuant to this Agreement or any breach of this Agreement by the ExecutiveAgreement; Executive’s breach conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or which have been adopted by constitutes a felony in the Company; Executive’s repeated failure to perform his duties in a satisfactory mannerjurisdiction involved; Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which constitutes a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatessubsidiaries; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries subsidiaries; and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination . (e) If Executive shall die during the term of Executive’s his employment for justifiable causehereunder, this Agreement shall terminate immediately and immediately. In such event, the estate of Executive shall not thereupon be entitled to any amounts or benefits hereunder other than receive such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued but remains unpaid through the date of his death. (f) Upon Executive’s “disability”, the Company shall have the right to terminate Executive’s employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of employmenthis employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date 30 days after which Executive shall have received written notice of the Company’s rightful election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive’s employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, the Company shall (i) pay Executive’s salary (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination through a period ending six (6) months after the date of termination, which amount shall be in lieu of any and all other payments due and owing to Executive under the terms this Agreement (other than any payments contemplated by Sections 8(b) and 11(e), as applicable). (h) Upon the termination of Executive’s employment hereunder for “justifiable cause,” this Agreement shall terminate immediately.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) upon the determination by the Company that Executive’s 's performance of his duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) the death of Executive; (ii) the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) Executive’s resignation of employment. (c) For the purposes of this Amended Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Amended Agreement or any breach of this Amended Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his duties in a satisfactory manner; Executive’s 's performance of any act or his failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section 5 paragraph 4 hereof as have been accrued through the date of his termination of employment.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder may be terminated by at any time upon written notice from the Company at any time:to Executive, (i) upon the determination by the Board of Directors that Executive’s performance of his duties has not been fully satisfactory for any reason which would not constitute ‘justifiable cause cause” (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty five (305) days’ prior written notice to Executive; or (ii) upon the determination that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment shall terminate upon: (i) the death of the Executive; (ii) the “total disability” of Executive (as hereinafter defined in Subsection pursuant to subsection (c) herein) pursuant to Subsection (h) hereof); orand (iii) Executive’s resignation the determination by the Board of employmentDirectors that ‘justifiable cause” exists therefor. (c) For the purposes of this Agreement, the term “total disability” shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials inability of Executive’s , due to illness, accident or any other physical or mental incapacity, to perform the essential functions of his job, even with or without a reasonable accommodation, as reasonably determined by for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecutive) in any twelve (12) month period during the Company, which determination shall be final and bindingterm of this Agreement. (d) For the purposes hereof, the term “justifiable cause” shall meanmean and be limited to: any failure or refusal to perform willful breach by Executive of the performance of any of the his duties pursuant to this Agreement or any breach of this Agreement by the ExecutiveAgreement; Executive’s breach conviction (which, through lapse of time or otherwise, is not subject to appeal) of any material written policies, rules crime or regulations offense involving money or other property of the Company or its subsidiaries or which have been adopted by constitutes a felony in the Company; Executive’s repeated failure to perform his duties in a satisfactory mannerjurisdiction involved; Executive’s performance of any act or his failure to act, as to for which if Executive he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliatessubsidiaries, or a crime or offense constituting which constitutes a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers and employees, of any confidential information or trade secret of the Company or any of its subsidiaries or affiliatessubsidiaries; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries subsidiaries; and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his duties hereunder. Upon termination (e) If Executive shall die during the term of Executive’s his employment for justifiable causehereunder, this Agreement shall terminate immediately and immediately. In such event, the estate of Executive shall not thereupon be entitled to any amounts or benefits hereunder other than receive such portion of Executive’s annual base salary and reimbursement of expenses pursuant to Section 5 hereof as have has been accrued but remains unpaid through the date of his death. (f) Upon Executive’s “disability”, the Company shall have the right to terminate Executive’s employment. Notwithstanding any inability to perform his duties, Executive shall be entitled to receive his compensation as provided herein until the termination of employmenthis employment for disability. Any termination pursuant to this subsection (f) shall be effective on the date 30 days after which Executive shall have received written notice of the Company’s rightful election to terminate. (g) Notwithstanding any provision to the contrary contained herein, in the event that Executive’s employment is terminated by the Company at any time for any reason other than justifiable cause, disability or death, the Company shall (i) pay Executive’s salary (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination through a period ending one (1) year after the date of termination, which amount shall be in lieu of any and all other payments due and owing to Executive under the terms this Agreement (other than any payments contemplated by Sections 8(b) and 11(e), as applicable). (h) Upon the termination of Executive’s employment hereunder for “justifiable cause,” this Agreement shall terminate immediately.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) Executive’s employment hereunder The Term of Employment may be terminated by the Company at any time: (i) i. upon the determination by the Company that Executive’s 's performance of his her duties has not been fully satisfactory for any reason which would not constitute justifiable cause (as hereinafter defined) or for other business reasons necessitating termination which do not constitute justifiable cause, in either case upon thirty (30) days’ ' prior written notice to Executive; or (ii) . upon the determination of the Company that there is justifiable cause (as hereinafter defined) for such termination. (b) Executive’s employment The Term of Employment shall terminate upon: (i) i. the death of Executive; (ii) . the “total date on which the Company elects to terminate the Term of Employment by reason of the "disability” " of Executive (as hereinafter defined in Subsection subsection (c) herein) pursuant to Subsection subsection (hg) hereof; or (iii) . Executive’s resignation of employment. (c) For the purposes of this Agreement, the term “total "disability” " shall mean Executive is physically or mentally incapacitated so as to render Executive incapable of performing the essentials of Executive’s 's job, even with reasonable accommodation, as reasonably determined by the Company, which determination shall be final and binding. (d) For the purposes hereof, the term “"justifiable cause” " shall mean: any failure or refusal to perform any of the duties pursuant to this Agreement or any breach of this Agreement by the Executive; Executive’s breach of any material written policies, rules or regulations which have been adopted by the Company; Executive’s repeated failure to perform his her duties in a satisfactory manner; Executive’s 's performance of any act or his her failure to act, as to which if Executive were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsidiaries or affiliates, or a crime or offense constituting a felony in the jurisdiction involved, would have occurred; any unauthorized disclosure by Executive to any person, firm or corporation of any confidential information or trade secret of the Company or any of its subsidiaries or affiliates; any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries and affiliates; or the engaging by Executive in any business other than the business of the Company and its subsidiaries and affiliates which interferes with the performance of his her duties hereunder. Upon termination of Executive’s 's employment for justifiable cause, this Agreement shall terminate immediately and Executive shall not be entitled to any amounts or benefits hereunder other than such portion of Executive’s annual base salary 's Base Salary and reimbursement of expenses pursuant to Section paragraph 5 hereof as have been accrued through the date of his her termination of employment.