Exhibit
        10.94

    

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Employment Agreement (“Agreement”)
      is
      entered into as of October
      1, 2008
      (the “Effective
      Date”)
      between Pension Technical Services, Inc.,
      a
      Colorado corporation (the “Company”),
      and
      Eileen A. Baldwin-Shaw, an individual resident of the State of Colorado
      (“Executive”).
      Initially Capitalized terms used in this Agreement have the meanings given
      to
      such terms in Exhibit A
      attached
      hereto.

     

    BACKGROUND

     

    A. Immediately
      prior to the execution of this Agreement, National Investment Managers Inc.,
      a
      Florida corporation (the “Purchaser”),
      acquired the Company from Executive, as one of the two stockholders of the
      Company, pursuant to that certain Stock Purchase Agreement, dated as of
      September 25, 2008, by and among the Purchaser, the Company, Ralph W. Shaw,
      an
      individual resident of the State of Colorado, and Executive (the “Purchase
      Agreement”).

     

    B. Executive
      has substantial experience in the industry of the business of the Company,
      and
      the Company (as controlled by the Purchaser) believes that the future growth,
      profitability and success of the Company will be enhanced through the services
      of Executive.

     

    C. Pursuant
      to the Purchase Agreement, the Purchaser has, among other things, agreed to
      cause the Company to retain Executive as an employee of the
      Company.

     

    D. Executive
      desires to be employed by the Company upon the terms and conditions set forth
      in
      this Agreement.

     

    AGREEMENT

     

    In
      consideration of the mutual covenants contained herein and other good and
      valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto agree as follows:

     

    1. Employment.
      The
      Company shall employ Executive, and Executive accepts employment
      with the Company as of the Effective Date, upon the terms and conditions set
      forth in this Agreement for the period beginning on the Effective Date and
      ending as provided in Section 4
      (the
“Employment
      Period”).
      Notwithstanding anything in this Agreement to the contrary, and subject to
      the
      Company’s payment obligation upon a Termination Without Cause under Section 5,
      Executive will be an at-will employee of the Company and Executive or the
      Company (as controlled by the Purchaser) may terminate Executive’s employment
      with the Company for any reason or no reason at any time.

     

    2. Position
      and Duties.
      During
      the Employment Period:

     

    (a) Executive
      shall serve as the Vice President of the Company, reporting to the President
      and
      Chief Operating Officer of the Purchaser (together, the “Purchaser
      Officers”,
      and
      each, a “Purchaser
      Officer”),
      and
      shall have the normal duties, responsibilities and authority of an executive
      serving in such position, subject to the power of each Purchaser Officer to
      expand or limit such duties, responsibilities and authority, either generally
      or
      in specific instances.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    (b) Executive
      shall devote Executive’s best efforts and Executive’s primary business time and
      attention (except for permitted vacation periods and reasonable periods of
      illness or other incapacity) to the business and affairs of the Company, its
      Subsidiaries and Affiliates.

     

    3. Compensation
      and Benefits.

     

    (a) Salary.
      The
      Company agrees to pay to Executive a salary during the Employment Period in
      installments based on the Company’s practices as may be in effect from time to
      time. Executive’s salary shall be at the rate of $185,000 per year (the
“Base
      Salary”).

     

    (b) Standard
      Benefits Package.
      Executive shall be entitled during the Employment Period to participate, on
      the
      same basis as other similarly situated employees of the Company, in those
      benefit programs (including insurance, vacation and other benefits, but
      excluding, except as provided in Section 5(b),
      any
      severance pay program or policy of the Company), for which substantially all
      of
      the employees of the Company are from time to time generally eligible, as
      determined from time to time by the Purchaser Officers.

     

    (c) Expenses.
      The
      Company agrees to reimburse Executive for all reasonable expenses, as determined
      in either Purchaser Officer’s sole discretion, incurred by her in the course of
      performing her duties under this Agreement that are consistent with the
      Company’s policies in effect from time to time with respect to travel,
      entertainment, cell phone, portable data devices, and other business expenses,
      subject to the Company’s requirements with respect to reporting and
      documentation of such expenses. This reimbursement also applies to any
      reasonable membership costs and expenses related to the participation in any
      business-related professional organizations.

     

    (d) Vacation.
      During
      the Employment Period, Executive shall be entitled to four (4) weeks of
      vacation annually.

     

    4. Employment
      Period.

     

    (a) Subject
      to Section 4(b),
      the
      Employment Period shall continue until, and shall end upon, the second
      anniversary of the Effective Date. On the second anniversary of the Effective
      Date and on each anniversary thereafter, unless the Employment Period shall
      have
      ended pursuant to Section 4(b)
      or
      either Purchaser Officer shall have given Executive 30 days written notice
      that
      the Employment Period will not be extended, the Employment Period shall be
      extended for an additional year. During the Employment Period, Executive will
      be
      an at-will employee of the Company and Executive or the Company (as controlled
      by the Purchaser) may terminate Executive’s employment with the Company for any
      reason or no reason at any time.

     

    (b) Notwithstanding
      (a) above, the Employment Period shall end early upon the termination of
      Executive’s employment for any reason, including death.

     

    
      
         

      

      
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    5. Post-Employment
      Period Payments.

     

    (a) At
      the
      end of the Employment Period for any reason, Executive shall cease to have
      any
      rights to salary, expense reimbursements or other benefits.

     

    (b) Notwithstanding
      Section 5(a),
      if the
      Employment Period ends early pursuant to Section 4
      on
      account of a Termination Without Cause, the Company shall continue to pay to
      Executive her Base Salary at the time of such termination for a period of 6
      months following such termination in accordance with the Company’s normal
      payroll practices. It is expressly understood that the Company’s payment
      obligations under this Section 5(b)
      shall
      cease in the event Executive breaches any of the agreements in Section 6.

     

    (c) Notwithstanding
      anything herein to the contrary, the Company shall not be obligated to make
      any
      payment or provide any benefit under Section 5(b)
      unless
      Executive executes, and does not revoke, a release of all current or future
      claims, known or unknown, arising on or before the date of the release against
      the Company and its subsidiaries and the employees, directors, officers and
      affiliates of any of them, in a form approved by the Company.

     

    6. Competitive
      Activity; Confidentiality; Nonsolicitation.

     

    (a) Acknowledgements
      and Agreements.
      Executive hereby acknowledges and agrees that in the performance of Executive’s
      duties to the Company during the Employment Period Executive will be brought
      into frequent contact with existing and potential customers of the Company
      throughout the world. Executive also agrees that trade secrets and confidential
      information of the Company, more fully described in Section 6(e)(i),
      gained
      by Executive during Executive’s association with the Company (both before and
      during the Employment Period), have been developed by the Company through
      substantial expenditures of time, effort and money and constitute valuable
      and
      unique property of the Company. Executive further understands and agrees that
      the foregoing makes it necessary for the protection of the business of the
      Company that Executive not compete with the Company during her employment and
      not compete with the Company for a reasonable period thereafter, as further
      provided in the following Subsections.

     

    (b) Covenants.

     

    (i) Covenants
      During Employment.
      While
      employed by the Company, Executive will not compete with the Company anywhere
      in
      the world. In accordance with this restriction, but without limiting its terms,
      while employed by the Company, Executive will not:

     

    
      	 	
              (A)

            	
              enter
                into or engage in any business which competes with the business of
                the
                Company;

            


    

     

    
      	 	
              (B)

            	
              solicit
                customers, business, patronage or orders for, or sell, any products
                or
                services in competition with, or for any business that competes with,
                the
                business of the Company;

            


    

     

    
      
         

      

      
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              (C)

            	
              divert,
                entice or otherwise take away any students, customers, business,
                patronage
                or orders of the Company or attempt to do so;
                or

            


    

     

    
      	 	
              (D)

            	
              promote
                or assist, financially or otherwise, any person, firm, association,
                partnership, corporation or other entity engaged in any business
                which
                competes with the business of the
                Company.

            


    

     

    (ii) Covenants
      Following Termination.
      For a
      period of 2 years following the termination of Executive’s employment, Executive
      will not:

     

    
      	 	
              (A)

            	
              enter
                into or engage in any business which competes with the business of
                the
                Company within the Restricted
                Territory;

            


    

     

    
      	 	
              (B)

            	
              solicit
                customers, business, patronage or orders for, or sell, any products
                and
                services in competition with, or for any business, wherever located,
                that
                competes with, the business of the Company within the Restricted
                Territory;

            


    

     

    
      	 	
              (C)

            	
              divert,
                entice or otherwise take away any students, customers, business,
                patronage
                or orders of the Company within the Restricted Territory, or attempt
                to do
                so; or

            


    

     

    
      	 	
              (D)

            	
              promote
                or assist, financially or otherwise, any person, firm, association,
                partnership, corporation or other entity engaged in any business
                which
                competes with the business of the Company within the Restricted
                Territory.

            


    

     

    (iii) Indirect
      Competition.
      For
      purposes of this Section 6(b),
      inclusive, but without limitation thereof, Executive will be in violation
      thereof if Executive engages in any or all of the activities set forth therein
      directly as an individual on Executive’s own account, or indirectly as a
      partner, joint venturer, employee, agent, salesperson, consultant, officer
      and/or director of any firm, association, partnership, corporation or other
      entity, or as a stockholder of any corporation in which Executive or Executive’s
      spouse, child or parent owns, directly or indirectly, individually or in the
      aggregate, more than 2% of the outstanding stock.

     

    (iv) If
      it
      shall be judicially determined that Executive has violated this Section 6(b),
      then
      the period applicable to each obligation that Executive shall have been
      determined to have violated shall automatically be extended by a period of
      time
      equal in length to the period during which such violation(s)
      occurred.

     

    (c) Company.
      For
      purposes of this Section 6,
      the
      Company shall include any and all Subsidiaries, Affiliates or related companies
      of the Company for which Executive worked or had responsibility at the time
      of
      termination of her employment and at any time during the 2 year period prior
      to
      such termination.

     

    (d) Non-Solicitation.
      Executive will not directly or indirectly at any time during the period of
      Executive’s employment or thereafter attempt to disrupt, damage, impair or
      interfere with the business of the Company by raiding any of the Company’s
      employees or soliciting any of them to resign from their employment by the
      Company, or by disrupting the relationship between the Company and any of its
      consultants, agents, representatives or vendors. Executive acknowledges that
      this covenant is necessary to enable the Company to maintain a stable workforce
      and remain in business.

     

    
      
         

      

      
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    (e) Further
      Covenants.

     

    (i) Executive
      will keep in strict confidence, and will not, directly or indirectly, at any
      time, during or after Executive’s employment with the Company, disclose,
      furnish, disseminate, make available or, except in the course of performing
      Executive’s duties of employment, use any trade secrets or confidential business
      and technical information of the Company or its customers or vendors, without
      limitation as to when or how Executive may have acquired such information.
      Such
      confidential information shall include, without limitation, the Company’s unique
      selling, manufacturing and servicing methods and business techniques, training,
      service and business manuals, promotional materials, training courses and other
      training and instructional materials, vendor and product information, customer
      and prospective customer lists, other customer and prospective customer
      information and other business information. Executive specifically acknowledges
      that all such confidential information, whether reduced to writing, maintained
      on any form of electronic media, or maintained in the mind or memory of
      Executive and whether compiled by the Company, and/or Executive, derives
      independent economic value from not being readily known to or ascertainable
      by
      proper means by others who can obtain economic value from its disclosure or
      use,
      that reasonable efforts have been made by the Company to maintain the secrecy
      of
      such information, that such information is the sole property of the Company
      and
      that any retention and use of such information by Executive during her
      employment with the Company (except in the course of performing her duties
      and
      obligations to the Company) or after the termination of her employment shall
      constitute a misappropriation of the Company’s trade secrets.

     

    (ii) Executive
      agrees that upon termination of Executive’s employment with the Company, for any
      reason, Executive shall return to the Company, in good condition, all property
      of the Company, including, without limitation, the originals and all copies
      of
      any materials which contain, reflect, summarize, describe, analyze or refer
      or
      relate to any items of information listed in Section 6(e)(i).
      If such
      items are not so returned, then the Company will have the right to charge
      Executive for all reasonable damages, costs, attorneys’ fees and other expenses
      incurred in searching for, taking, removing and/or recovering such
      property.

     

    (f) Discoveries
      and Inventions; Work Made for Hire.

     

    (i) Executive
      agrees that upon conception and/or development of any idea, discovery,
      invention, improvement, software, writing or other material or design that
      (whether before or during the Employment Period): (A) relates to the
      business of the Company, (B) relates to the Company’s actual or
      demonstrably anticipated research or development, or (C) results from any
      work performed by Executive for the Company, Executive will assign to the
      Company the entire right, title and interest in and to any such idea, discovery,
      invention, improvement, software, writing or other material or design. Executive
      has no obligation to assign any idea, discovery, invention, improvement,
      software, writing or other material or design that Executive conceives and/or
      develops entirely on Executive’s own time without using the Company’s equipment,
      supplies, facilities, or trade secret information unless the idea, discovery,
      invention, improvement, software, writing or other material or design either:
      (x) relates to the business of the Company, (y) relates to the
      Company’s actual or demonstrably anticipated research or development, or
      (z) results from any work performed by Executive for the Company. Executive
      agrees that any idea, discovery, invention, improvement, software, writing
      or
      other material or design that relates to the business of the Company or relates
      to the Company’s actual or demonstrably anticipated research or development
      which is conceived or suggested by Executive, either solely or jointly with
      others, within 1 year following termination of Executive’s employment under this
      Agreement or any successor agreements shall be presumed to have been so made,
      conceived or suggested in the course of such employment with the use of the
      Company’s equipment, supplies, facilities, and/or trade secrets.

     

    
      
         

      

      
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    (ii) In
      order
      to determine the rights of Executive and the Company in any idea, discovery,
      invention, improvement, software, writing or other material, and to insure
      the
      protection of the same, Executive agrees that during Executive’s employment, and
      for 1 year after termination of Executive’s employment under this Agreement or
      any successor agreements, Executive will disclose immediately and fully to
      the
      Company any idea, discovery, invention, improvement, software, writing or other
      material or design conceived, made or developed by Executive solely or jointly
      with others, which relates to the business of the Company.

     

    (iii) Executive
      acknowledges that, to the extent permitted by law, all work papers, reports,
      documentation, drawings, photographs, negatives, tapes and masters therefor,
      prototypes and other materials (hereinafter, “items”),
      including, without limitation, any and all such items generated and maintained
      on any form of electronic media, generated by Executive during Executive’s
      association with the Company (whether before or during the Employment Period)
      shall be considered a “work
      made for hire”
and
      that ownership of any and all copyrights in any and all such items shall belong
      to the Company. The item will recognize the Company as the copyright owner,
      will
      contain all proper copyright notices, e.g., “(creation date) Pension
      Technical Services, Inc.,
      All
      Rights Reserved,” and will be in condition to be registered or otherwise placed
      in compliance with registration or other statutory requirements throughout
      the
      world.

     

    (g) Communication
      of Contents of this Agreement.
      While
      employed by the Company and for 2 years thereafter, Executive will communicate
      the contents of this Section 6
      of this
      Agreement to any person, firm, association, partnership, corporation or other
      entity that Executive intends to be employed by, associated with, or
      represent.

     

    (h) Confidentiality
      Agreements.
      Executive agrees that Executive shall not disclose to the Company or induce
      the
      Company to use any secret or confidential information belonging to Executive’s
      former employers. Except as indicated, Executive warrants that Executive is
      not
      bound by the terms of a confidentiality agreement or other agreement with a
      third party that would preclude or limit Executive’s right to work for the
      Company and/or to disclose to the Company any ideas, inventions, discoveries,
      improvements or designs or other information that may be conceived during
      employment with the Company. Executive agrees to provide the Company with a
      copy
      of any and all agreements with a third party that preclude or limit Executive’s
      right to make disclosures or to engage in any other activities contemplated
      by
      Executive’s employment with the Company.

     

    
      
         

      

      
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    (i) Relief.
      Executive acknowledges and agrees that the remedy at law available to the
      Company for breach of any of Executive’s obligations under this Agreement would
      be inadequate. Executive therefore agrees that, in addition to any other rights
      or remedies that the Company may have at law or in equity, temporary and
      permanent injunctive relief may be granted in any proceeding which may be
      brought to enforce any provision contained in Sections 6(b),
      (d),
      (e),
      (f),
      (g)
      and
(h)
      inclusive, of this Agreement, without the necessity of proof of actual
      damage.

     

    (j) Reasonableness.
      Executive acknowledges that Executive’s obligations under this Section 6
      are
      reasonable in the context of the nature of the business of the Company and
      the
      competitive injuries likely to be sustained by the Company if Executive were
      to
      violate such obligations. Executive further acknowledges that this Agreement
      is
      made in consideration of, and is adequately supported by the agreement of the
      Company to perform its obligations under this Agreement and by other
      consideration, which Executive acknowledges constitutes good, valuable and
      sufficient consideration.

     

    7. Survival.
      Subject
      to any limits on applicability contained therein, Section 6
      hereof
      shall survive and continue in full force in accordance with its terms
      notwithstanding any termination of the Employment Period.

     

    8. Withholding
      of Taxes.
      The
      Company may withhold from any amounts payable under this Agreement all federal,
      state, city or other taxes as the Company is required to withhold pursuant
      to
      any applicable law, regulation or ruling.

     

    9. Notices.
      Any
      notice provided to the Company or the Purchaser Officers under this Agreement
      shall be in writing to the Company, c/o National Investment Managers Inc.,
      485
      Metro Place South, Suite 275, Dublin, Ohio 43017, Attention: John M. Davis,
      Facsimile No.: (614) 923-5242, and any notice to Executive shall be addressed
      to
      Executive at her address on file with the Company. Except as otherwise provided
      herein, all notices and other communications required or permitted under this
      Agreement must be in writing and will be deemed to have been duly given
      (a) when delivered in person, (b) when dispatched by electronic
      facsimile transfer (if confirmed in writing by mail simultaneously dispatched),
      (c) 1 business day after having been dispatched by a nationally recognized
      overnight courier service or (d) 5 business days after being sent by
      registered or certified mail, return receipt requested, postage prepaid, to
      the
      appropriate party at the address or facsimile number indicated in this
Section 9.

     

    10. Severability.
      If one
      or more of the provisions of this Agreement is invalidated for any reason by
      a
      court of competent jurisdiction, any provision so invalidated shall be deemed
      to
      be separable from the other provisions hereof, and the remaining provisions
      hereof shall continue to be valid and fully enforceable.

     

    11. Prevailing
      Party’s Litigation Expenses.
      In the
      event of litigation between the Purchaser (on behalf of the Company) or the
      Company, on the one hand, and Executive, on the other hand, related to this
      Agreement, the non-prevailing party shall reimburse the prevailing party for
      any
      costs and expenses (including, without limitation, attorneys’ fees) reasonably
      incurred by the prevailing party in connection therewith.

     

    
      
         

      

      
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    12. Complete
      Agreement.
      This
      Agreement (together with the Purchase Agreement) embodies the complete agreement
      and understanding between the parties with respect to the subject matter hereof
      and effective as of its date supersedes and preempts any prior understandings,
      agreements or representations by or between the parties, written or oral, which
      may have related to the subject matter hereof in any way.

     

    13. Successors
      and Assigns.
      This
      Agreement shall bind and inure to the benefit of and be enforceable by
      Executive, the Company and their respective heirs, executors, personal
      representatives, successors and assigns, except that neither party may assign
      any rights or delegate any obligations hereunder without the prior written
      consent of the other party. Executive hereby consents to the assignment by
      the
      Company of all of its rights and obligations hereunder to any successor to
      the
      Company by merger or consolidation or purchase of all or substantially all
      of
      the Company’s assets, provided such transferee or successor assumes the
      liabilities of the Company hereunder.

     

    14. Choice
      of Law.
      This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of Colorado applicable to agreements made and to be performed
      entirely within such State without regard to principles of conflicts of
      law.

     

    15. Amendment
      and Waiver.
      The
      provisions of this Agreement may be amended or waived only with the prior
      written consent of the Company (as approved in writing by the Purchaser) and
      Executive.

     

    16. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which will be
      deemed an original, but all of which together will constitute one and the same
      instrument. Delivery of an executed signature page to this Agreement by
      facsimile or electronic transmission will be effective as delivery of a manually
      executed counterpart to this Agreement.

     

    [Remainder
      of Page Intentionally Blank - Signature Page Follows]

     

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first written above.

     

    


    
      	 	
              PENSION
                TECHNICAL SERVICES, INC.

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	  

	 	
              Name:

            	  

	 	
              Title:

            	  
              


    

    
 

    


    
      	 	
                 
 

            
	 	
              Eileen
                A. Baldwin-Shaw

            
	 	 


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    EXHIBIT A

     

    Defined
      Terms

     

    “Affiliate”
means
      with respect to any Person, a Person that directly or indirectly controls,
      is
      controlled by, or is under common control with, any such Person. The term
“control” (including the terms “controlled by” or “under common control with”)
      means, the possession, directly or indirectly, of the power to direct or cause
      the direction of the management or policies of such Person, whether through
      ownership of voting securities, membership interests, by contract or otherwise.
      The term “Affiliate”
also
      includes any child, stepchild, grandchild, parent, stepparent, grandparent,
      spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law or sister-in-law, including adoptive relationships, of such
      Person.

     

    “Agreement”
has
      the
      meaning set forth in the Preamble.

     

    “Base
      Salary”
has
      the
      meaning set forth in Section 3(a).

     

    “Company”
has
      the
      meaning set forth in the Preamble.

     

    “Effective
      Date”
has
      the
      meaning set forth in the Preamble.

     

    “Employment
      Period”
has
      the
      meaning set forth in Section 1.

     

    “Executive”
has
      the
      meaning set forth in the Preamble.

     

    “Person”
means
      any individual, sole proprietorship, partnership, corporation, limited liability
      company, unincorporated society or association, trust or other entity, or any
      division of such Person.

     

    “Purchase
      Agreement”
has
      the
      meaning set forth in Background Paragraph A.

     

    “Purchaser”
has
      the
      meaning set forth in Background Paragraph A.

     

    “Purchaser
      Officers”
and
      “Purchaser
      Officer”
has
      the
      meaning set forth in Section 2(a).

     

    “Restricted
      Territory”
means
      (a) the State of Colorado, each State contiguous thereto, and each State or
      Commonwealth in which the Company’s customers are located at the time of
      termination of Executive’s employment, and (b) all of the specific customer
      accounts, whether within or outside of the geographic area described in (a)
      above, with which Executive had any contact or for which Executive had any
      responsibility (either direct or supervisory) at the time of termination of
      Executive’s employment with the Company and at any time during the 2-year period
      prior to such termination.

     

    “Subsidiary”
means
      any Person of which at least 20% of the outstanding shares or other equity
      interests having ordinary voting power for the election of directors or
      comparable managers of such Person are at the time owned by the Company, by
      one
      or more directly or indirectly wholly or partially owned subsidiaries of the
      Company or by the Company and one or more such subsidiaries, whether or not
      at
      the time the shares of any other class or classes or other equity interests
      of
      such Person shall have or might have voting power by reason of the happening
      of
      any contingency.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    “Termination
      For Cause”
means
      the termination by the Company or any of its Subsidiaries or Affiliates of
      Executive’s employment with the Company or any of its Subsidiaries or Affiliates
      as a result of (a) the commission by Executive of any criminal activity,
      (b) any act of misconduct or disloyalty by Executive with respect to the
      Company or any of its Subsidiaries or Affiliates, (iii) Executive’s failure
      to follow any material direction of a Purchaser Officer, (iv) Executive’s
      violation of Section 6,
      (v) Executive’s insubordination or breach of a material employment policy
      of the Company or any of its Subsidiaries or Affiliates, or (vi) any other
      breach by Executive of this Agreement or any other agreement with the Company
      or
      any of its subsidiaries or Affiliates which is material.

     

    “Termination
      Without Cause”
means
      the termination by the Company or any of its Subsidiaries or Affiliates of
      Executive’s employment with the Company or any of its Subsidiaries or Affiliates
      for any reason other than a termination by the Company or any of its
      Subsidiaries or Affiliates as a result of Executive being permanently disabled
      (as determined by the Purchaser Officers) or a Termination For Cause and shall
      not include the Company’s giving notice pursuant to Section 4(a)
      of this
      Agreement that the Employment Period will not be extended.