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

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's employment hereunder may be termi­nated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of Employee; (ii) the disability of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion upon thirty (30) days' prior written notice to Employee. (b) For purposes hereof, the term "disability" shall mean the inability of Employee, 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 purposes hereof, "cause" shall mean and be limited to (i) Employee'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 which constitutes a felony in the jurisdiction involved; (ii) Employee's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired by this Agree­ment, provided that Employee shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's employment hereunder may be termi­nated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of Employee; (ii) the disability of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty (30) days' prior written notice to Employee. (b) For purposes hereof, the term "disability" shall mean the inability of Employee, 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) Termination of employment for any reason shall terminate all other positions held by Employee within the Corporation, including serving on committees, and boards of the Company or any of the Company’s subsidiaries (d) For purposes hereof, "cause" shall mean and be limited to (i) Employee'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 which constitutes a felony in the jurisdiction involved; (ii) Employee's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired by this Agree­ment, provided that Employee shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's employment hereunder may be termi­nated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of Employee; (ii) the disability of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion upon thirty ten (3010) days' prior written notice to Employee. (b) For purposes hereof, the term "disability" shall mean the inability of Employee, 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 purposes hereof, "cause" shall mean and be limited to (i) Employee'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 which constitutes a felony in the jurisdiction involved; (ii) Employee's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired by this Agree­ment, provided that Employee shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's ’s employment hereunder may be termi­nated at any time upon written notice by the Company, shall terminate upon the occurrence of any first to occur of the following eventsfollowing: (i) the death of Employee; (ii) the disability of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion upon thirty (30) 90 days' ’ prior written notice to Employee. (b) For purposes hereof, the term "disability" shall mean the inability of Employee, 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 purposes hereof, "cause" shall mean and be limited to (i) Employee'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 which constitutes a felony in the jurisdiction involved; (ii) Employee's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired by this Agree­ment, provided that Employee shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 upon determination by the Board of Directors of the Company Bank and/or of EBI that the Employee’s employment shall be terminated for any reason which would not constitute termination “for cause” (as herein defined); (ii) upon written notice to the Employee upon determination by the Board of Directors of the Bank and/or of EBI that the Employee’s employment shall be terminated “for cause”; (iii) automatically upon the death of the Employee; (iv) in its sole discretionaccordance with the terms of Section 9 upon the “disability” (as hereinafter defined) of the Employee; and (v) upon 90 days’ prior written notice by the Employee to EBI and the Bank of the Employee’s voluntary termination of his employment. (b) For the purposes of this Agreement “for cause” shall mean (i) dishonesty or fraud in the Employee’s dealings with the Bank or EBI or their respective customers, (ii) indictment for any crime which in the reasonable judgment of the Board of Directors of the Bank and/or EBI adversely affects the good name and reputation of the Bank or of EBI or (iii) material neglect or failure by the Employee to fulfill the Employee’s obligations as President or Chief Executive Officer of the Bank or of EBI as contemplated by this Agreement where such neglect or failure shall not have ceased or been remedied within 30 days following written warning from the Bank or EBI. The determination that “for cause” exists shall be made by a 2/3rds vote of the Board of Directors of the Bank and/or EBI (excluding the Employee for the purposes of determining such 2/3rds vote).

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's ’s employment hereunder may be termi­nated at any time upon written notice by the Company, shall terminate upon the occurrence of any first to occur of the following eventsfollowing: (i) upon 90 days’ prior written notice to the death of Employee upon determination by the Bank Board that the Employee’s employment shall be terminated for any reason which would not constitute termination “for cause” (as herein defined); (ii) upon written notice to the disability of Employee (as defined in paragraph (b)); orupon determination by the Bank Board that the Employee’s employment shall be terminated “for cause”; (iii) automatically upon the determination that there is cause death of the Employee; (iv) in accordance with the terms of Section 7 upon the “disability” (as hereinafter defined) for such termina­tion of the Employee; and (v) upon thirty (30) 90 days' ’ prior written notice by the Employee to the Bank Board of the Employee’s voluntary termination of his employment. (b) For the purposes hereof, the term "disability" of this Agreement “for cause” shall mean the inability of Employee, 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 purposes hereof, "cause" shall mean and be limited to (i) Employee's conviction (which’s dishonesty, through lapse willful misconduct, gross negligence, or fraud in the Employee’s dealings with the Bank or any of time its affiliates or with any of the Bank’s or its affiliates’ customers or otherwise, is not subject to appeal) of any crime or offense involving money or other property of the Company or its subsidiaries or which constitutes a felony in the jurisdiction involved; (ii) Employee's performance conduct of any act or his failure to act, for Employee which if he were prosecuted and convicted, is unbecoming a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurredbanker, (iii) Employee's breach indictment of Employee for any crime which in the reasonable judgment of the Bank Board adversely affects the good name and reputation of the Bank or any of the representa­tions, warranties or covenants set forth in this Agreementits affiliates, or (iv) material neglect or failure by the Employee to fulfill the Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired ’s obligations as Chief Financial Officer and/or Senior Vice President of the Bank as contemplated by this Agree­ment, provided that Employee Agreement where such neglect or failure shall not have first received ceased or been remedied within two weeks following written notice warning from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 in its sole discretionBank Board.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's employment hereunder may be termi­nated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of Employee; (ii) the disability of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion upon thirty (30) days' prior written notice to Employee. (b) For purposes hereof, the term "disability" shall mean the inability of Employee, 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 purposes hereof, "cause" shall mean and be limited to (i) Employee'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 which constitutes a felony in the jurisdiction involved; (ii) Employee's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ing, repeated, willful failure or refusal to perform his duties re­quired by this Agree­ment, provided that Employee shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee 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 in its sole discretion.a Court with Jurisdiction

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time time, with or without “justifiable cause” (as herein defined), upon written notice by from the Company, upon the occurrence of any of the following events:Company to Executive. (b) Executive’s employment shall terminate upon: (i) the death of Employee; the Executive; or (ii) at the disability election of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause Company, the “disability” of Executive (as hereinafter defineddefined pursuant to subsection (c) for such termina­tion upon thirty (30) days' prior written notice to Employeeherein). (bc) For the purposes hereofof this Agreement, the term "“disability" ” shall mean the inability of EmployeeExecutive, due to illness, accident or any other physical or mental incapacity, to perform the essential functions of his duties in job, with or without a normal manner reasonable accommodation, for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecu­tiveconsecutive) in any twelve (12) month period during the term Term of this AgreementAgreement (any such period being referred to as a “Disability Period”). (cd) For the purposes hereof, "the term “justifiable cause" ” shall mean and be limited to (i) Employee's any material breach by Executive of the performance of any of his duties pursuant to this Agreement; (ii) 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 which constitutes a felony in the jurisdiction involved; (iiiii) Employee's Executive’s performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute constitutes a felony in the jurisdiction involved involved, would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or ; (iv) Employee's continu­ingany disclosure by Executive in violation of the Company’s Code of Business Conduct and Ethics to any person, repeatedfirm or corporation other than the Company, willful 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; (v) any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries; (vi) the engaging by Executive in any business other than the business of the Company and its subsidiaries which interferes with the performance of his duties hereunder; and (vii) the failure or refusal of the Executive substantially to perform his duties re­quired with the Company, after written demand for substantial performance is delivered to the Executive by the Company, which demand specifically identifies the manner in which the Company believes Executive has not substantially performed his duties and Executive is given not less than thirty (30) days to correct the identified performance issue or otherwise demonstrate to the Company’s sole satisfaction that such performance issues are being corrected. (e) If Executive shall die during the Term of his employment hereunder, this Agree­mentAgreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive’s annual salary or other amounts in respect of expenses or vacation not taken as has been accrued but remains unpaid through the date of his death. The estate shall also be entitled to the rights related to any vested stock options as provided that Employee in the Company’s 2002 Equity Incentive Plan (or, if applicable, successor plan). (f) 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; provided, however, nothing herein shall preclude the Company from retaining the services of another person to perform all or a part of the services heretofore performed by the Executive during any Disability Period. Any termination pursuant to this subsection (f) shall be effective on the date 90 days after which Executive shall have first received written notice from of the Company’s rightful election to terminate. (g) Notwithstanding any provision to the contrary contained herein, and provided that Executive executes a general release in favor of the Company, in the event that the Executive’s employment is terminated by the Company stating at any time for any reason other than for justifiable cause, disability or death, or by the Executive for Good Reason (as defined below), the Company shall pay Executive’s compensation (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination through the remaining Term of this Agreement or twelve (12) months following termination, whichever is less, at the rate of Executive’s annual base salary in effect at the time of termination. (h) Executive may terminate his employment for Good Reason. For this purpose, the term “Good Reason” means any of the following: (a) a material diminution of the duties and responsibilities, taken as a whole, of Executive, it being understood and agreed that the Chief Executive Officer and/or the Board may modify the duties or responsibilities assigned to Executive in a manner that would not be inconsistent with specificity those assigned to an executive officer of the Company, all as reasonably determined by the Chief Executive Officer of the Company, and that such modification would not be deemed a material diminution of duties; (b) a breach by the Company of any of its material obligations under this Agreement; or (c) in connection with a change in control, the failure or refusal by the successor or acquiring company to expressly assume the obligations of Company under this Agreement. As a condition to terminating his employment for Good Reason, executive must specify in writing to the Company (or the successor or acquiring company) the nature of the act or omission that Executive deems to constitute Good Reason and provide the Company (or the successor or acquiring company) 30 days after receipt of such failure and refusal and affording Employee an opportunitynotice to review and, as soon as practicableif required, to correct the acts or omissions com­plained ofsituation (and thus prevent Executive’s termination for Good Reason). Whether or not "cause" shall exist in each case shall Notice of termination for Good Reason must be determined by provided, if at all, within 30 days after the Board of Directors occurrence of the Company in its sole discretionevent or condition giving rise to such termination.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The EmployeeExecutive's employment hereunder may be termi­nated terminated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of EmployeeExecutive; (ii) the disability of Employee Executive (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty ten (3010) days' prior written notice to EmployeeExecutive. (b) For purposes hereof, the term "disability" shall mean the inability of EmployeeExecutive, due to illness, accident or any other physical or mental incapacity, to perform the normal functions of his duties in a normal manner job for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecu­tiveconsecutive) in any twelve (12) month period during the term of this Agreement. (c) For purposes hereof, "cause" shall mean and be limited to (i) EmployeeExecutive'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 which constitutes a felony in the jurisdiction involved; (ii) EmployeeExecutive's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) EmployeeExecutive's breach of any of the representa­tionsrepresentations, warranties or covenants set forth in this Agreement, or (iv) EmployeeExecutive's continu­ingcontinuing, repeated, willful failure or refusal to perform his duties re­quired required by this Agree­mentAgreement, provided that Employee Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee Executive an opportunity, as soon as practicable, to correct the acts or omissions com­plained complained of. Whether or not "cause" shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of EmployeeExecutive; (ii) the disability of Employee Executive (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty ten (3010) days' ’ prior written notice to EmployeeExecutive. (b) For purposes hereof, the term "“disability" ” shall mean the inability of EmployeeExecutive, 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 consecu­tiveconsecutive) in any twelve (12) month period during the term of this Agreement. (c) For purposes hereof, "“cause" ” shall mean and be limited to (i) Employee's 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 which constitutes a felony in the jurisdiction involved; (ii) Employee's Executive’s performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's Executive’s breach of any of the representa­tionsrepresentations, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ingExecutive’s continuing, repeated, willful failure or refusal to perform his duties re­quired required by this Agree­mentAgreement, provided that Employee Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee Executive an opportunity, as soon as practicable, to correct the acts or omissions com­plained complained of. Whether or not "“cause" ” shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of EmployeeExecutive; (ii) the disability of Employee Executive (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty ten (3010) days' prior written notice to EmployeeExecutive. (b) For purposes hereof, the term "“disability" ” shall mean the inability of EmployeeExecutive, 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 consecu­tiveconsecutive) in any twelve (12) month period during the term of this Agreement. (c) For purposes hereof, "“cause" ” shall mean and be limited to (i) EmployeeExecutive'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 which constitutes a felony in the jurisdiction involved; (ii) EmployeeExecutive's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute a felony in the jurisdiction involved would have occurred, ; or (iii) EmployeeExecutive's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ingcontinuing, repeated, willful failure or refusal to perform his duties re­quired required by this Agree­mentAgreement, provided that Employee Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee Executive an opportunity, as soon as practicable, to correct the acts or omissions com­plained complained of. Whether or not "“cause" ” shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of EmployeeExecutive; (ii) the disability of Employee Executive (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty ten (3010) days' prior written notice to EmployeeExecutive. (b) For purposes hereof, the term "“disability" ” shall mean the inability of EmployeeExecutive, 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 consecu­tiveconsecutive) in any twelve (12) month period during the term of this Agreement. (c) For purposes hereof, "“cause" ” shall mean and be limited to (i) EmployeeExecutive'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 which constitutes a felony in the jurisdiction involved; (ii) EmployeeExecutive's performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute a felony in the jurisdiction involved would have occurred, ; or (iii) EmployeeExecutive's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ingcontinuing, repeated, willful failure or refusal to perform his duties re­quired required by this Agree­mentAgreement, provided that Employee Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee Executive an opportunity, as soon as practicable, to correct the acts or omissions com­plained complained of. Whether or not "cause" shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.“

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time time, with or without “justifiable cause” (as herein defined), upon written notice by from the Company, upon the occurrence of any of the following eventsCompany to Executive. (b) Executive’s employment shall terminate upon: (i) the death of Employee;the Executive; or (ii) at the disability election of Employee (as defined in paragraph (b)); or (iii) the determination that there is cause Company, the “disability” of Executive (as hereinafter defineddefined pursuant to subsection (c) for such termina­tion upon thirty (30) days' prior written notice to Employeeherein). (bc) For the purposes hereofof this Agreement, the term "“disability" ” shall mean the inability of EmployeeExecutive, due to illness, accident or any other physical or mental incapacity, to perform the essential functions of his duties in job, with or without a normal manner reasonable accommodation, for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecu­tiveconsecutive) in any twelve (12) month period during the term Term of this AgreementAgreement (any such period being referred to as a “Disability Period”). (cd) For the purposes hereof, "the term “justifiable cause" ” shall mean and be limited to (i) Employee's any material breach by Executive of the performance of any of his duties pursuant to this Agreement; (ii) 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 which constitutes a felony in the jurisdiction involved; (iiiii) Employee's Executive’s performance of any act or his failure to act, for which if he were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute constitutes a felony in the jurisdiction involved involved, would have occurred, (iii) Employee's breach of any of the representa­tions, warranties or covenants set forth in this Agreement, or ; (iv) Employee's continu­ingany disclosure by Executive in violation of the Company’s Code of Business Conduct and Ethics to any person, repeatedfirm or corporation other than the Company, willful 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; (v) any attempt by Executive to secure any personal profit in connection with the business of the Company or any of its subsidiaries; (vi) the engaging by Executive in any business other than the business of the Company and its subsidiaries which interferes with the performance of his duties hereunder; and (vii) the failure or refusal of the Executive substantially to perform his duties re­quired with the Company, after written demand for substantial performance is delivered to the Executive by the Company, which demand specifically identifies the manner in which the Company believes Executive has not substantially performed his duties and Executive is given not less than thirty (30) days to correct the identified performance issue or otherwise demonstrate to the Company’s sole satisfaction that such performance issues are being corrected. (e) If Executive shall die during the Term of his employment hereunder, this Agree­mentAgreement shall terminate immediately. In such event, the estate of Executive shall thereupon be entitled to receive such portion of Executive’s annual salary or other amounts in respect of expenses or vacation not taken as has been accrued but remains unpaid through the date of his death. The estate shall also be entitled to the rights related to any vested stock options as provided that Employee in the Company’s 2012 Equity Incentive Plan (or, if applicable, successor plan). (f) 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; provided, however, nothing herein shall preclude the Company from retaining the services of another person to perform all or a part of the services heretofore performed by the Executive during any Disability Period. Any termination pursuant to this subsection (f) shall be effective on the date 90 days after which Executive shall have first received written notice from of the Company’s rightful election to terminate. (g) Notwithstanding any provision to the contrary contained herein, and provided that Executive executes a general release in favor of the Company, in the event that the Executive’s employment is terminated by the Company stating at any time for any reason other than for justifiable cause, disability or death, or by the Executive for Good Reason (as defined below), the Company shall pay Executive’s compensation (payable in such amount and in such manner as set forth in Section 3 herein) from and after the date of such termination through the remaining Term of this Agreement or twelve (12) months following termination, whichever is less, at the rate of Executive’s annual base salary in effect at the time of termination. (h) Executive may terminate his employment for Good Reason. For this purpose, the term “Good Reason” means any of the following: (a) a material diminution of the duties and responsibilities, taken as a whole, of Executive, it being understood and agreed that the Chief Executive Officer and/or the Board may modify the duties or responsibilities assigned to Executive in a manner that would not be inconsistent with specificity those assigned to an executive officer of the Company, all as reasonably determined by the Chief Executive Officer of the Company, and that such modification would not be deemed a material diminution of duties; (b) a breach by the Company of any of its material obligations under this Agreement; or (c) in connection with a change in control, the failure or refusal by the successor or acquiring company to expressly assume the obligations of Company under this Agreement. As a condition to terminating his employment for Good Reason, executive must specify in writing to the Company (or the successor or acquiring company) the nature of the act or omission that Executive deems to constitute Good Reason and provide the Company (or the successor or acquiring company) 30 days after receipt of such failure and refusal and affording Employee an opportunitynotice to review and, as soon as practicableif required, to correct the acts or omissions com­plained ofsituation (and thus prevent Executive’s termination for Good Reason). Whether or not "cause" shall exist in each case shall Notice of termination for Good Reason must be determined by provided, if at all, within 30 days after the Board of Directors occurrence of the Company in its sole discretionevent or condition giving rise to such termination.

TERMINATION OF EMPLOYMENT; EFFECT OF TERMINATION. (a) The Employee's Executive’s employment hereunder may be termi­nated terminated at any time upon written notice by the Company, upon the occurrence of any of the following events: (i) the death of EmployeeExecutive; (ii) the disability of Employee Executive (as defined in paragraph (b)); or (iii) the determination that there is cause (as hereinafter defined) for such termina­tion termination upon thirty ten (3010) days' ’ prior written notice to EmployeeExecutive. (b) For purposes hereof, the term "“disability" ” shall mean the inability of EmployeeExecutive, due to illness, accident or any other physical or mental incapacity, to perform his duties in a the normal manner functions of her job for a period of three (3) consecutive months or for a total of six (6) months (whether or not consecu­tiveconsecutive) in any twelve (12) month period during the term of this Agreement. (c) For purposes hereof, "“cause" ” shall mean and be limited to (i) Employee's 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 which constitutes a felony in the jurisdiction involved; (ii) Employee's Executive’s performance of any act or his her failure to act, for which if he she were prosecuted and convicted, a crime or offense involving money or property of the Company or its subsid­iariessubsidiaries, or which would constitute a felony in the jurisdiction involved would have occurred, (iii) Employee's Executive’s breach of any of the representa­tionsrepresentations, warranties or covenants set forth in this Agreement, or (iv) Employee's continu­ingExecutive’s continuing, repeated, willful failure or refusal to perform his her duties re­quired required by this Agree­mentAgreement, provided that Employee Executive shall have first received written notice from the Company stating with specificity the nature of such failure and refusal and affording Employee Executive an opportunity, as soon as practicable, to correct the acts or omissions com­plained complained of. Whether or not "“cause" ” shall exist in each case shall be determined by the Board of Directors of the Company in its sole discretion.