5.             Termination.

(a)           The Company may terminate Executive’s employment at any time for Cause (as hereinafter defined), effective immediately upon written notice to Executive. Such notice shall specify that a termination is being made for Cause and shall state the basis therefor. Any termination under this subparagraph shall serve to relieve Executive of all his duties and authority on behalf of the Company as of the date such notice states the termination is to take effect.  All obligations of the Company to Executive hereunder shall terminate as of the effective date of any such termination, except for obligations accrued prior to such effective date.  For purposes of this Agreement, termination for “Cause” shall include any of the following that detrimentally affect the Company:

5.   Termination

a)   The Company may terminate the Executive’s employment at any time for Cause (as hereinafter defined), effective immediately upon written notice to Executive. Such notice shall specify that a termination is being made for Cause, shall state the basis therefor. For purposes of this Agreement, termination for “Cause” shall be defined as termination because of:

(i).                                       The continued failure by Executive to substantially perform, or the gross negligence in the performance of, his duties hereunder for a period of 15 days after the Chief Executive Officer of the Company has made a written demand for performance which specifically identities the manner in which he believes that Executive has not substantially performed his duties.

(ii).                                    The commission by Executive of a willful act of dishonesty or misconduct which is injurious to the Company.

(iii).                                 A conviction or a plea of guilty or nolo contendere in connection with fraud or any crime that constitutes a felony in the jurisdiction involved.

(iv).                                The misconduct by Executive with respect to the business and affairs of the Company, including material violations of any Company policy, including the Code of Conduct.

b)   After the expiration of the Initial Term, the Company may terminate the Executive’s employment for any reason other than Cause at any time upon one-year’s written notice to the Executive or the payment to the Executive of one year’s salary, including a bonus for such period, based on the average bonus paid to Executive for the two years preceding the termination; provided, that the Executive shall execute a release releasing the Company from all claims as a condition of receiving the one year’s salary and bonus.

2

5.  Termination

a)           The Company may terminate the Executive’s employment at any time for Cause (as hereinafter defined), effective immediately upon written notice to Executive. Such notice shall specify that a termination is being made for Cause, shall state the basis therefor. For purposes of this Agreement, termination for “Cause” shall be defined as termination because of:

(i).                                       The continued failure by Executive to substantially perform, or the gross negligence in the performance of, his duties hereunder for a period of 15 days after the Chief Executive Officer of the Company has made a written demand for performance which specifically identities the manner in which he believes that Executive has not substantially performed his duties.

(ii).                                    The commission by Executive of a willful act of dishonesty or misconduct which is injurious to the Company.

(iii).                                 A conviction or a plea of guilty or nolo contendere in connection with fraud or any crime that constitutes a felony in the jurisdiction involved.

(iv).                                The misconduct by Executive with respect to the business and affairs of the Company, including material violations of any Company policy, including the Code of Conduct.

b)          The Company may terminate the Executive’s employment for any reason other than Cause at any time upon one-year’s written notice to the Executive or the payment to the Executive of one year’s salary, including a bonus for such period, based on the average bonus paid to Executive for the two years preceding the termination; provided, that the Executive shall execute a release releasing the Company from all claims as a condition of receiving the one year’s salary and bonus.

c)           Upon the termination of the Executive’s employment hereunder, neither Executive nor Executive’s beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right to receive:

(i).                                       the unpaid portion of the Salary computed on a pro rata basis to the date of termination;

(ii).                                    any unpaid bonus owing under Section 4(b) or 5(b), and

2

5.  Termination

a)    The Company may terminate the Executive’s employment at any time for Cause (as hereinafter defined), effective immediately upon written notice to Executive. Such notice shall specify that a termination is being made for Cause, shall state the basis therefor. For purposes of this Agreement, termination for “Cause” shall be defined as termination because of:

(i).             The continued failure by Executive to substantially perform, or the gross negligence in the performance of, his duties hereunder for a period of 15 days after the Chief Executive Officer of the Company has made a written demand for performance which specifically identities the manner in which he believes that Executive has not substantially performed his duties.

(ii).            The commission by Executive of a willful act of dishonesty or misconduct which is injurious to the Company.

(iii).           A conviction or a plea of guilty or nolo contendere in connection with fraud or any crime that constitutes a felony in the jurisdiction involved.

(iv).           The misconduct by Executive with respect to the business and affairs of the Company, including material violations of any Company policy, including the Code of Conduct.

b)   The Company may terminate the Executive’s employment for any reason other than Cause at any time upon one-year’s written notice to the Executive or the payment to the Executive of one year’s salary, including a bonus for such period, based on the average bonus paid to Executive for the two years preceding the termination; provided, that the Executive shall execute a release releasing the Company from all claims as a condition of receiving the one year’s salary and bonus.

c)    Upon the termination of the Executive’s employment hereunder, neither Executive nor Executive’s beneficiary or estate shall have any further rights or claims against the Company under this Agreement except the right to receive:

(i).             the unpaid portion of the Salary computed on a pro rata basis to the date of termination;

(ii).            any unpaid bonus owing under Section 4(b) or 5(b), and

2