5.l. Termination for Cause. Except in the case of any benefit payable hereunder following a Change in Control, no benefits shall be payable under this Plan either before or after a Participants death if the Bank terminates the Participants duties as a director of the Board due to the Participants personal dishonesty, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule, regulation (other than traffic violations or infractions), or final cease-and-desist order, or gross negligence in matters of material importance to the Bank.
Amendments and Termination
6.1. The Bank, acting by the Board, may amend or modify this Plan at any time; provided, however, that no such amendment or modification shall reduce the benefit earned by a Participant under the terms of this Plan as of the date such amendment or modification is adopted, without written consent from the Participant or, in the event of a Participants death, the Participants beneficiary. Notwithstanding the foregoing, any amendment to or modification of the definition of Change in Control in subsection 1.1.2 of Section 1.1 hereof or the terms of Section 2.3 or 2.4 hereof shall become effective only upon the written consent of each Participant or, in the event of a Participants death, the Participants beneficiary.
6.2. The Bank, acting by the Board, reserves the right to terminate this Plan at any time. However, except as approved in writing by each Participant, or in the event of a Participants death, the Participants beneficiary upon termination of this Plan any vested benefits then accrued shall remain payable under the terms of this Plan to the extent then accrued.
6.3. In the event the consent of a Participants beneficiary is required pursuant to Section 6.1 or 6.2 hereof and there is more than one such beneficiary such consent shall be deemed to have been given if a majority in interest of all such beneficiaries have given such consent.
7.1. Tax Withholding. If required by law, the Bank shall withhold taxes that must be withheld from the benefits provided under this Plan.
7.2. Applicable Law. The Agreement and all rights hereunder shall be governed by the laws of State of New Jersey, except to the extent preempted by the laws of the United States of America.
7.3. Unfunded Arrangement. All Participants and beneficiaries are general unsecured creditors of the Bank for the payment of benefits under this Plan. The benefits represent the mere promise by the Bank to pay such benefits, and the obligation to pay benefits shall be treated as an item of indebtedness by the Bank to each Participant or the Participants beneficiary. All benefits provided for hereunder shall be paid from the general assets of the Bank. Participants and beneficiaries shall have no equitable or security rights under this Plan in any specific assets of the Bank. Any insurance on a Participants life is a general asset of the Bank to which Participants and beneficiaries have no preferred or secured claim. The rights to benefits hereunder are not subject in any manner to anticipation, alienation, sale, transfer assignment, pledge, encumbrance, attachment or garnishment by creditors.