Common use of By Employer for Cause Clause in Contracts

By Employer for Cause. Employer may terminate Executive's employment under this Agreement for "Cause" (and Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate ExecutiveExecutive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer's employment obligations under this Agreement shall cease. Termination shall be for "Cause" (and if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is continuously inattentive to perform his lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace) or engages in other conduct causing the Employer substantial public disgrace or omission disrepute or economic harm; (iii) breaches his duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (iv) is convicted of a felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (v) breaches any material term of this Agreement or any other agreement between Executive and Employer or any of its Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer or (vi) is terminated for substandard performance. For purposes of that notice by Executive. Any termination under any of clauses (ii)this Agreement, (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence "substandard performance" shall be effective on such current or prospective date determined by a majority of the Board as may be specified by Employer when giving provided herein. The Board shall give Executive written notice of the terminationBoard's concern over Executive's performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on his and Employer's performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer's future performance would be best served by a change in management, the Board may terminate Executive's employment for "substandard performance" following the expiration of such 30-day period.

By Employer for Cause. Employer At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), IH may terminate Executive's employment under this Agreement Executive for "Cause" (Cause and Executive's employment will the Period of Employment shall be deemed to have been terminated for "Cause") if, ended as of the date Executive ceases to be employed by IH. IH shall pay Executive all compensation then due and owing; thereafter, all of terminationIH’s obligations under this Agreement shall cease. IH shall have no further obligation to pay severance of any kind whether under this Agreement or otherwise nor to make any payment in lieu of notice. For purposes of this Agreement, “Cause” shall mean the occurrence or existence of any of the following circumstances have occurred: with respect to Executive, as determined by a majority of the disinterested directors of the Board: (i) Except unsatisfactory performance of Executive’s duties or responsibilities as otherwise permitted determined by Section 2(b) hereofthe Board, provided that IH has given Executive has refused to perform his duties as an employee of written notice specifying the Employer or failed to devote his entire business, time, energy, talent and best efforts to the unsatisfactory performance of his duties under this Agreement in any material respect; and responsibilities; (ii) a material breach by Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his material obligations hereunder in any material respect; (v) Executive has been grossly negligent in which remains uncured after the performance lapse of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt the date that IH has given Executive written notice thereof; (iii) a material breach by Executive of his duty not to engage in any transaction that notice by Executive. Any termination under represents, directly or indirectly, self-dealing with IH or any of clauses its Affiliates which has not been approved by a majority of the disinterested directors of the Board or of the terms of his employment; (ii)iv) any act of misappropriation, embezzlement, intentional fraud or similar conduct involving IH or any of its Affiliates; (iii), v) the conviction or the plea of nolo contendere or the equivalent in respect of a felony involving moral turpitude; (vi) intentional infliction of any damage of a material nature to any property of IH or any of its Affiliates; or (vii)) the repeated non-prescription abuse of any controlled substance or the repeated abuse of alcohol or any other non-controlled substance which, (viii)in any case described in this clause, (ix) and (x) the Board reasonably determines renders Executive unfit to serve in his capacity as an officer or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current employee of IH or prospective date as may be specified by Employer when giving written notice of the terminationits Affiliates.

By Employer for Cause. Employer may terminate Executive's ’s employment under this Agreement for "“Cause" ” (and Executive's ’s employment will be deemed to have been terminated for "“Cause"”) if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "“Cause" ” thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "“Cause" (and Executive's employment will be deemed to have been terminated for ".” As used herein, “Cause") if, as of the date of termination, any of the following circumstances have occurred: ” shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofpersonal dishonesty, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform his duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; the Board, (v) use of alcohol by Executive has been grossly negligent in the performance of or his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs (including narcotics) which in either case is, or suffers from drug dependence could reasonably expected to become, materially injurious to the reputation or habitual insobriety; business of Employer or which impairs, or could reasonably be expected to impair, the performance of Executive’s duties hereunder, (vi) Executive’s conviction by a court of competent jurisdiction of, or pleading “guilty” or “no contest” to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on Employer’s reputation and standing in the community, or (vii) Employer materially breaches any financial covenant contained in Executive’s violation of any of its contractual obligations and such breach is not cured the provisions of Section 7 or waived prior 8 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.3(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Executive’s action or (vi) above inaction that is the cause for giving such notice. Executive will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may may, at any time during the Employment Period by notice to Executive in accordance with and only after full compliance with the procedure set forth herein terminate Executive's employment under this Agreement the Employment Period “for "Cause" (and Executive's employment will be deemed to have been terminated cause” effective immediately. For the purposes hereof, “for "Cause") if, as of the date of termination, any of the following circumstances have occurredcause” means: (i) Except as otherwise permitted by Section 2(b) hereof, the conviction of Executive has refused to perform his duties as an employee in a court of the competent jurisdiction of a crime constituting a felony in such jurisdiction involving money or other property of Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance any of his duties under this Agreement in its affiliates or any material respect;other felony or offense involving moral turpitude; or (ii) the willful (a) commission of an act not approved of or ratified by the Board involving a material conflict of interest or self-dealing relating to any material aspect of the Company’s business or affairs; or (b) commission of an act of fraud or misrepresentation (including the omission of material facts), provided that such acts relate to the business of the Company and would materially and negatively impact upon the Company; or (c) material failure of Executive has been convicted ofto obey directions of the Board that are consistent with Executive’s status as Chief Executive Officer; however, for the purposes of this subsection 5.2 (ii), the refusal of Executive to comply with an order or directive of anyone other than the majority of the Board, or entered a plea the refusal of nolo contendere toExecutive to perform an act which is contrary to his duties, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and responsibilities and/or authority as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by or is unlawful shall not constitute “for cause”. In the Board event of Directors. No termination of Executive pursuant to any of clauses an act or omission as provided for in this subsection 5.2 (iii), (iv), (v), or (vi) above will be effective unless and until Employer shall provide Executive has first been given with a written notice of intent to terminate the conduct Employment Period “for cause”, setting forth, with reasonable particularity, the reasons and acts or circumstance purported omissions constituting “cause” under this subsection, and shall provide Executive with at least thirty (30) calendar days after such notice to constitute "Cause" thereunder andcure or eliminate the problem or violation giving rise to such cause or any longer period as reasonably needed by Executive, unless such conduct or circumstance provided that it is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder elimination and cured by Executive previously, Executive has failed is proceeding diligently and in good faith to cure that conduct such violation. In the event and only after the Executive fails to cure the problem or omission violation within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions period provided for herein, Employer may exercise its rights to terminate the Employment Period in accordance with the immediately preceding sentence procedure set forth below. Termination “for cause” shall be effective on such current or prospective date as may be specified by effected only if (A) Employer when giving has delivered to Executive of a written notice of termination “for cause”, setting forth, with reasonable particularity, the reasons for such “for cause” termination, (B) Employer has provided Executive with, on at least ten (10) business days’ prior written notice, in the case of a termination pursuant to subsection 5.2(ii), the opportunity, together with Executive’s counsel, to be heard before Employer’s Board, said hearing to occur at such reasonable time and place that is mutually convenient to Executive, his counsel, and Employer, and (C) the Board (after such notice and opportunity to be heard has been provided to Executive in the case of a termination pursuant to subsection 5.2(ii)) adopts a resolution concurred in by not less than majority of all of the directors of Employer then in office, including at least two-thirds of all of the directors who are not officers of Employer, that Executive was guilty of conduct constituting “for cause” hereunder, which conduct has not been cured (if applicable), and specifying the particulars thereof in detail.

By Employer for Cause. Employer may terminate Executive's employment under this Agreement for "Cause" (and Executive's employment ----- will be deemed to have been terminated for "Cause") if, as of the date of ----- termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, ------------ Executive has refused to perform his duties as an employee of the Employer or has failed to devote his entire business, business time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or has entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company Employer or any of its Affiliates; (iv) Executive breaches has breached any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer or Group materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer or Group shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer or Group to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer Employer, Group and its their subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directorsin accordance with relevant corporate policy. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and or (x) or any termination which is subject to the exceptions provided for in the immediately preceding sentence sentence, shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

By Employer for Cause. An Employee may be terminated "for cause" if --------------------- Employee after thirty (30) days written notice to Employee specifying the details of Employee's default of his obligations under this Paragraph and the actions necessary to cure such default, Employee fails to cure such "cause." "For cause" shall be if Employee (a) intentionally and willfully neglects the performance of his duties established by the Board of Directors which he is reasonably required to perform under the terms of this Agreement to the economic detriment of the Company; or (b) intentionally and willfully fails or refuses in the opinion of the Board of Directors to comply with the reasonable policies, standards and regulations of the Company which from time to time may be established; (c) is convicted of committing a felony against the Company; or (d) the material breach by Employee of any of the terms and conditions of this Agreement. Upon such determination, the Employer may, at its option, terminate this Agreement by giving thirty (30) days written notice of such termination to Employee, without prejudice to any other remedy to which the Employer may terminate Executive's employment be entitled either at law or in equity, or under this Agreement. In such event, any of the obligations of the employer under this Agreement shall be terminated as of the date given in the notice of termination referred to hereinabove, following payment by the Employer to Employee of that portion of the Base Salary then accrued, due and owing in accordance with Section 2.1 hereof and a pro rated Performance bonus based on a portion of the fiscal year prior to the time Employee was terminated hereunder. Notwithstanding the foregoing, in the event that Employee is terminated "for "Causecause" (based on actions of the Employee to the material economic detriment of the Company, or Employee enters into competition with Company in its line of business, then Employee shall only be entitled to his accrued Base Salary due at the time of notification of termination and Executive's employment will shall not be entitled to any Performance Bonus for the portion of the fiscal year currently employed. Employee shall remain entitled in such event to any Performance Bonus for such prior fiscal year for which he was employed that was earned pursuant to this Agreement but which has not been paid as of the date of termination pursuant to Section 3.3. Any future Performance Bonuses to be earned under this Agreement shall also be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent waived and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the terminationforfeited.

By Employer for Cause. Employer may terminate Executive's ’s employment under this Agreement for "“Cause" ” (and Executive's ’s employment will be deemed to have been terminated for "“Cause"”) if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or has failed to devote his entire business, business time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or has entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company Employer or any of its Affiliates; (iv) Executive breaches has breached any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer or Group materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer or Group shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer or Group to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer Employer, Group and its their subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directorsin accordance with relevant corporate policy. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "“Cause" ” thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and or (x) or any termination which is subject to the exceptions provided for in the immediately preceding sentence sentence, shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofpersonal dishonesty, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform his duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; the CEO or the Board, (v) use of alcohol by Executive has been grossly negligent in the performance of or his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs (including narcotics) which in either case is, or suffers from drug dependence could reasonably expected to become, materially injurious to the reputation or habitual insobriety; business of Employer or which impairs, or could reasonably be expected to impair, the performance of Executive's duties hereunder, (vi) Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the community, or (vii) Employer materially breaches any financial covenant contained in Executive's violation of any of its contractual obligations and such breach is not cured the provisions of Section 7 or waived prior 8 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.3(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Executive's action or (vi) above inaction that is the cause for giving such notice. Executive will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereoffraud, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businesspersonal dishonesty, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform his duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; Xxxx Xxxxxxx or the Board, (v) use of alcohol by Executive has been grossly negligent in the performance of or his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs (including narcotics) which in either case is, or suffers from drug dependence could reasonably expected to become, materially injurious to the reputation or habitual insobriety; business of Employer or which impairs, or could reasonably be expected to impair, the performance of Executive's duties hereunder, (vi) Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the community, or (vii) Employer materially breaches any financial covenant contained in Executive's violation of any of its contractual obligations and the provisions of Section 7 herein. Any notice given by Employer pursuant to Section 5(b), above, shall specify in writing in reasonable detail the nature of Executive's action or inaction that is the cause for giving such breach is not cured or waived prior notice. Executive will have 30 days to cure, to the expiration reasonable satisfaction of Employer, any applicable grace action or cure periods; (viii) inaction charged by Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. An Employee may be terminated "for cause" if --------------------- Employee, after thirty (30) days written notice to Employee specifying the details of Employee's default of his obligations under this Paragraph and the actions necessary to cure such default, Employee fails to cure such "cause." "For cause" shall be if Employee (a) intentionally and willfully neglects the performance of his duties established by the Board of Directors which he is reasonably required to perform under the terms of this Agreement to the economic detriment of the Company; or (b) intentionally and willfully fails or refuses in the opinion of the Board of Directors to comply with the reasonable policies, standards and regulations of the Company which from time to time may be established; (c) is convicted of committing a felony against the Company; or (d) commits a material breach of any of the terms and conditions of this Agreement. Upon such determination, the Employer may, at its option, terminate this Agreement by giving thirty (30) days written notice of such termination to Employee, without prejudice to any other remedy to which the Employer may terminate Executive's employment be entitled either at law or in equity, or under this Agreement. In such event, any of the obligations of the Employer under this Agreement shall be terminated as of the date given in the notice of termination referred to hereinabove, following payment by the Employer to Employee of that portion of the Base Salary then accrued, due and owing in accordance with Section 2.1 hereof and a pro rated Performance bonus based on a portion of the fiscal year prior to the time Employee was terminated hereunder. Notwithstanding the foregoing, in the event that Employee is terminated "for "Causecause" (based on actions of the Employee to the material economic detriment of the Company, or Employee enters into competition with Company in its line of business, then Employee shall only be entitled to his accrued Base Salary due at the time of notification of termination and Executive's employment will shall not be entitled to any Performance Bonus for the portion of the fiscal year currently employed. Employee shall remain entitled in such event to any Performance Bonus for such prior fiscal year for which he was employed that was earned pursuant to this Agreement but which has not been paid as of the date of termination pursuant to Section 3.3. Any future Performance Bonuses to be earned under this Agreement shall also be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent waived and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the terminationforfeited.

By Employer for Cause. Employer may terminate Executive's employment under If the Term of this Agreement is terminated by Employer for "Cause" : (a) Employee shall be entitled to receive Employee’s Salary and Executive's employment will Incentive Compensation only through the date of termination; and (b) Employee’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 12.8, Employer shall have been terminated for "Cause"the option to pay Employee the lump sum of six (6) if, as months base of Employee’s Salary at the time of termination (the “Severance Payment”) rather than Employee’s Salary and Incentive Compensation through the date of termination, any and Employee’s Option Shares shall continue to be deemed vested through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee’s Salary and Incentive Compensation shall be made in the reasonable judgment of the following circumstances have occurred: Board of Directors. If Employer elects to make a payment to Employee of the Severance Payment, the Parties hereto agree that such payment and the payment provided by Section 6.6 shall be Employee’s complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” shall mean: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused any act of dishonesty or fraud with respect to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved reasonably determined by the Board of Directors. No termination ; (ii) the conviction of Executive pursuant Employee of a felony, a crime involving moral turpitude or (iii) any other criminal act, reasonably determined by the Board of Directors, to any of clauses (i), be causing material harm to Employer’s standing and reputation; (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported Employee’s continued material failure to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed perform Employee’s duties to cure that conduct or omission within Employer after thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving days’ written notice thereof (spelling out in sufficient detail such failures); to Employee, without correction of such failure or (v) the terminationactual conduct of, and not merely the allegation of, gross negligence or willful misconduct by Employee with respect to Employer, as reasonably determined by the Board of Directors.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Employee, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, timepersonal dishonesty, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent gross negligence or dishonest conduct or acts gross misconduct on the part of Employee in the course of his employment with Employer in connection with her employment, (ii) an intentional breach of this Agreement by Employee that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Employee to perform her duties hereunder, (iv) Executive breaches any willful failure by Employee to follow the lawful directions of his obligations hereunder in any material respect; Gary Granoff or the Board, (v) Executive has been grossly negligent use of alcohol by Employee or her xxxxxxx xxx xf drugs (including narcotics) which in either case is, or could reasonably expected to become, materially injurious to the reputation or business of Employer or which impairs, or could reasonably be expected to impair, the performance of his Employee's duties under this Agreement; hereunder, (vi) Executive Employee's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has engaged or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the illegal use of drugs community, or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in Employee's violation of any of its contractual obligations and such breach is not cured or waived prior the provisions of Section 7 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.2(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Employee's action or (vi) above inaction that is the cause for giving such notice. Employee will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Employee has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may terminate Executive's employment under If the Term of this Agreement is terminated by Employer for "Cause" : (a) Employee shall be entitled to receive Employee’s Salary and Executive's employment will Incentive Compensation only through the date of termination; and (b) Employee’s Option Shares shall be deemed vested only through the date of such termination for Cause. However, if a dispute arises between Employer and Employee that is not resolved within sixty (60) days and neither party initiates arbitration proceedings pursuant to Section 11.8, Employer shall have been terminated for "Cause"the option to pay Employee the lump sum of one (1) if, as month base of Employee’s Salary at the time of termination (the “Severance Payment”) rather than Employee’s Salary and Incentive Compensation through the date of termination, any and Employee’s Option Shares shall be deemed as null and void from inception through the date of such termination for Cause. Such determination to pay the Severance Payment in lieu of Employee’s Salary and Incentive Compensation shall be made in the reasonable judgment of the following circumstances have occurred: Board of Directors. If Employer elects to make a payment to Employee of the Severance Payment, the Parties hereto agree that such payment and the payment provided by Section 6.6 shall be Employee’s complete and exclusive remedy for such a termination for Cause. For purposes of this Agreement, “Cause” shall mean: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused any act of dishonesty or fraud with respect to perform his duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved reasonably determined by the Board of Directors. No termination ; (ii) the conviction of Executive pursuant Employee of a felony, or any crime involving moral turpitude or (iii) any other criminal act, reasonably determined by the Board of Directors, to any of clauses (i), be causing harm to Employer’s standing and reputation; (iv) Employee’s continued failure to perform Employee’s duties to Employer after ten (10) days’ written notice thereof (spelling out in sufficient detail such failures); to Employee, without correction of such failure or (v)) the actual conduct of, and not merely the allegation of, negligence or (vi) above will be effective unless and until Executive has first been given written notice misconduct by Employee with respect to Employer, as reasonably determined by the Board of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the terminationDirectors.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Employee, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, timepersonal dishonesty, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent gross negligence or dishonest conduct or acts gross misconduct on the part of Employee in the course of his employment with Employer in connection with her employment, (ii) an intentional breach of this Agreement by Employee that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Employee to perform her duties hereunder, (iv) Executive breaches any willful failure by Employee to follow the lawful directions of his obligations hereunder in any material respect; Gary Granoff or the Board, (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the xxx xx xxxxhol by Employee or her illegal use of drugs (including narcotics) which in either case is, or suffers from drug dependence could reasonably expected to become, materially injurious to the reputation or habitual insobriety; business of Employer or which impairs, or could reasonably be expected to impair, the performance of Employee's duties hereunder, (vi) Employee's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the community, or (vii) Employer materially breaches any financial covenant contained in Employee's violation of any of its contractual obligations and such breach is not cured or waived prior the provisions of Section 7 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.2(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Employee's action or (vi) above inaction that is the cause for giving such notice. Employee will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Employee has satisfactorily cured such actions or inactions.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate ExecutiveExecutive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer's employment obligations under this Agreement shall cease. Termination shall be for "Cause" (and if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is continuously inattentive to perform his her lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace) or engages in other conduct causing the Employer substantial public disgrace or omission disrepute or economic harm; (iii) breaches her duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (iv) is convicted of a felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (v) breaches any material term of this Agreement or any other agreement between Executive and Employer or any of its Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer or (vi) is terminated for substandard performance. For purposes of that notice by Executive. Any termination under any of clauses (ii)this Agreement, (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence "substandard performance" shall be effective on such current or prospective date determined by a majority of the Board as may be specified by Employer when giving provided herein. The Board shall give Executive written notice of the terminationBoard's concern over Executive's performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on her and Employer's performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer's future performance would be best served by a change in management, the Board may terminate Executive's employment for "substandard performance" following the expiration of such 30-day period.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate Executive's employment Executive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer’s obligations under this Agreement shall cease. Termination shall be for "“Cause" (and ” if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is continuously inattentive to perform his lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace) or engages in other conduct causing the Employer substantial public disgrace or omission disrepute or economic harm; (iii) breaches his duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (iv) is convicted of felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (v) breaches any material term of this Agreement, any Ancillary Agreement or any other agreement between Executive and Employer or any of its Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer or (vi) is terminated for substandard performance. For purposes of that notice by Executive. Any termination under any of clauses (ii)this Agreement, (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence “substandard performance” shall be effective on such current defined as willful refusal to perform or prospective date as may be specified substantial disregard of duties properly assigned by Employer when giving or its Affiliates. The Board shall give Executive written notice of the terminationBoard’s concern over Executive’s performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on his and Employer’s performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer’s future performance would be best served by a change in management, the Board may terminate Executive’s employment for “substandard performance” following the expiration of such 30-day period.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereoffraud, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businesspersonal dishonesty, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with her employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform her duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; Xxxx Xxxxxxx or the Board, (v) use of alcohol by Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the or her illegal use of drugs (including narcotics) which in either case is, or suffers from drug dependence could reasonably expected to become, materially injurious to the reputation or habitual insobriety; business of Employer or which impairs, or could reasonably be expected to impair, the performance of Executive's duties hereunder, (vi) Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the community, or (vii) Employer materially breaches any financial covenant contained in Executive's violation of any of its contractual obligations and the provisions of Section 7 herein. Any notice given by Employer pursuant to Section 5(b) above, shall specify in writing in reasonable detail the nature of Executive's action or inaction that is the cause for giving such breach is not cured or waived prior notice. Executive will have 30 days to cure, to the expiration reasonable satisfaction of Employer, any applicable grace action or cure periods; (viii) inaction charged by Employer shall fail to pay for Cause under 5(b), above. In the principal of, or interest on, or to make any required payment (regardless event of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses the Employment Period for Cause under (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, timepersonal dishonesty, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform his duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; Gary Granoff or the Board, (v) use of alcohol by Executive has been grossly negligent or his ilxxxxx xxx xx drugs (including narcotics) which in either case is, or could reasonably expected to become, materially injurious to the reputation or business of Employer or which impairs, or could reasonably be expected to impair, the performance of his Executive's duties under this Agreement; hereunder, (vi) Executive Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has engaged or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the illegal use of drugs community, or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in Executive's violation of any of its contractual obligations and such breach is not cured or waived prior the provisions of Section 7 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.2(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Executive's action or (vi) above inaction that is the cause for giving such notice. Executive will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may may, at any time during the Employment Period, by notice to Executive, terminate Executive's employment under this Agreement the Employment Period for "Cause." (and Executive's employment will be deemed to have been terminated for As used herein, "Cause") if, as of the date of termination, any of the following circumstances have occurred: " shall mean (i) Except as otherwise permitted by Section 2(b) hereofincompetence, Executive has refused to perform his duties as an employee of the Employer or failed to devote his entire businessfraud, timepersonal dishonesty, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive has been convicted ofdefalcation, or entered a plea acts of nolo contendere to, a felony; (iii) gross negligence or gross misconduct on the part of Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with her employment, (ii) an intentional breach of this Agreement by Executive that is injurious to Employer, the Company or any of its Affiliates; (iii) substantial and continued failure by Executive to perform her duties hereunder, (iv) willful failure by Executive breaches any to follow the lawful directions of his obligations hereunder in any material respect; Gary Granoff or the Board, (v) use of alcohol by Executive has been grossly negligent or her xxxxxxx xxx xf drugs (including narcotics) which in either case is, or could reasonably expected to become, materially injurious to the reputation or business of Employer or which impairs, or could reasonably be expected to impair, the performance of his Executive's duties under this Agreement; hereunder, (vi) Executive Executive's conviction by a court of competent jurisdiction of, or pleading "guilty" or "no contest" to, (x) a felony, or (y) any other criminal charge (other than minor traffic violations) which has engaged or could reasonably be expected to have a material adverse impact on Employer's reputation and standing in the illegal use of drugs community, or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in Executive's violation of any of its contractual obligations and such breach is not cured or waived prior the provisions of Section 7 herein. Any notice given by Employer pursuant to the expiration of any applicable grace or cure periods; Section 5.2(ii), (viii) Employer shall fail to pay the principal ofiii), or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v)above, shall specify in writing in reasonable detail the nature of Executive's action or (vi) above inaction that is the cause for giving such notice. Executive will be effective unless and until Executive has first been given written notice have 30 days to cure, to the reasonable satisfaction of the conduct Employer, any action or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured inaction charged by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination Employer for Cause under any of clauses (ii), (iii), or (iv), above. In the event of a termination of the Employment Period for Cause under (i), (v), (vi), or (vii), (viii)above, (ix) and (x) or subject to the exceptions provided for in the Employment Period shall terminate immediately preceding sentence shall be effective on such current or prospective date as may be specified upon notice by Employer when giving written of termination for Cause. In all other cases of a termination of the Employment Period for Cause, the Employment Period shall terminate 30 days after such notice of the terminationtermination for Cause, unless Executive has satisfactorily cured such actions or inactions.

By Employer for Cause. Employer may terminate Executive's employment under this Agreement for "Cause" (and Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused to perform his Executive's duties as an employee of the Employer or has failed to devote his Executive's entire business, time, energy, talent and best efforts to the performance of his Executive's duties under this Agreement in any material respect; (ii) Executive has been convicted of, or has entered a plea of nolo contendere to, a felony; (iii) Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his Executive's employment with Employer in connection with Employer, the Company or any of its their Affiliates; (iv) Executive breaches any of his Executive's obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his Executive's duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or shall fail to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or to require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or to require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, subsidiaries taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer chief executive officer of Employer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that conduct or omission within thirty (30) days following receipt of that notice by Executive. Any termination under any of clauses (ii), (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence shall be effective on such current or prospective date as may be specified by Employer when giving written notice of the termination.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate Executive's employment Executive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer’s obligations under this Agreement shall cease. Termination shall be for "“Cause" (and ” if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is inattentive to perform his lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace); (iii) engages in conduct causing the Employer public disgrace or omission disrepute or economic harm; (iv) breaches his duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (v) is convicted of a felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (vi) breaches any material term of this Agreement, any ancillary agreement or any other agreement between Executive and Employer or any of their Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer, except that Executive acknowledges that a breach of that notice by Executive. Any termination his obligations under any Section 2(b) of clauses (ii), (iii), this Agreement cannot be cured; (vii), ) is insubordinate; (viii), ) engages in improper conduct towards any employee or agent of Employer or Employer's Affiliates; or (ix) and (x) or subject to the exceptions provided is terminated for in the immediately preceding sentence substandard performance. For purposes of this Agreement, “substandard performance” shall be effective on such current defined as willful refusal to perform or prospective date as may be specified substantial disregard of duties properly assigned by Employer when giving or their Affiliates. The Board shall give Executive written notice of the terminationBoard’s concern over Executive’s performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on his and Employer’s performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer’s future performance would be best served by a change in management, the Board may terminate Executive’s employment for “substandard performance” following the expiration of such 30-day period.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate Executive's employment Executive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer’s obligations under this Agreement shall cease. Termination shall be for "“Cause" (and ” if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is inattentive to perform his lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace); (iii) engages in conduct causing the Employer public disgrace or omission disrepute or economic harm; (iv) breaches his duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (v) is convicted of a felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (vi) breaches any material term of this Agreement, any ancillary agreement or any other agreement between Executive and Employer or any of Employer's Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer, except that Executive acknowledges that a breach of that notice by Executive. Any termination his obligations under any Section 2(b) of clauses (ii), (iii), this Agreement cannot be cured; (vii), ) is insubordinate; (viii), ) engages in improper conduct towards any employee or agent of Employer or Employer's Affiliates; or (ix) and (x) or subject to the exceptions provided is terminated for in the immediately preceding sentence substandard performance. For purposes of this Agreement, “substandard performance” shall be effective on such current defined as willful refusal to perform or prospective date as may be specified substantial disregard of duties properly assigned by Employer when giving or their Affiliates. The Board shall give Executive written notice of the terminationBoard’s concern over Executive’s performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on his and Employer’s performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer’s future performance would be best served by a change in management, the Board may terminate Executive’s employment for “substandard performance” following the expiration of such 30-day period.

By Employer for Cause. At any time, and without prior notice (except as otherwise provided in the definition of Cause set forth below), Employer may terminate Executive's employment Executive for Cause. Employer shall pay Executive all compensation then due and owing; thereafter, all of Employer’s obligations under this Agreement shall cease. Termination shall be for "“Cause" (and ” if Executive's employment will be deemed to have been terminated for "Cause") if, as of the date of termination, any of the following circumstances have occurred: : (i) Except as otherwise permitted by Section 2(b) hereof, Executive has refused is continuously inattentive to perform his lawful duties as an employee of the Employer or failed to devote his entire business, time, energy, talent and best efforts to the performance of his duties under this Agreement in any material respect; (ii) Executive after at least one written notice has been convicted of, or entered a plea of nolo contendere to, a felony; (iii) provided to Executive has engaged in any fraudulent or dishonest conduct or acts in the course of his employment with Employer in connection with Employer, the Company or any of its Affiliates; (iv) Executive breaches any of his obligations hereunder in any material respect; (v) Executive has been grossly negligent in the performance of his duties under this Agreement; (vi) Executive has engaged in the illegal use of drugs or suffers from drug dependence or habitual insobriety; (vii) Employer materially breaches any financial covenant contained in any of its contractual obligations and such breach is not cured or waived prior to the expiration of any applicable grace or cure periods; (viii) Employer shall fail to pay the principal of, or interest on, or to make any required payment (regardless of amount) in connection with any of its indebtedness when and as the same may become due and payable and such failure is not cured or waived prior to the expiration of any applicable grace or cure periods; (ix) Any event or circumstance shall have occurred the effect of which would permit the holder or holders (or a trustee on its or their behalf) of any indebtedness of Employer to cause or require such indebtedness to become due or to be redeemed or repurchased prior to its stated maturity (or to cause or require an offer to be made to effect such redemption or repurchase) and such event or circumstance is not cured or waived prior to the expiration of any applicable grace or cure periods; or (x) Employer and its subsidiaries, if any, taken together, shall have failed to meet at least ninety percent (90%) of their budget in any given fiscal year, as such budget was recommended by the Chief Executive Officer and approved by the Board of Directors. No termination of Executive pursuant to any of clauses (i), (iv), (v), or (vi) above will be effective unless and until Executive has first been given written notice of the conduct or circumstance purported to constitute "Cause" thereunder and, unless such conduct or circumstance is not reasonably susceptible of cure or such conduct or circumstance has already been the subject of notice hereunder and cured by Executive previously, Executive has failed to cure that the same within a 30-day period thereafter; (ii) reports to work under the influence of alcohol or illegal drugs, or uses illegal drugs (whether or not at the workplace) or engages in other conduct causing the Employer substantial public disgrace or omission disrepute or economic harm; (iii) breaches his duty of loyalty to Employer or engages in any acts of dishonesty or fraud with respect to Employer or any of its business relations; (iv) is convicted of felony or any crime involving dishonesty, breach of trust, or physical or emotional harm to any person (or enters a plea of guilty or nolo contendere with respect thereto); (v) breaches any material term of this Agreement, any Ancillary Agreement or any other agreement between Executive and Employer or any of its Affiliates and such breach (if capable of cure) is not cured within thirty (30) days following receipt written notice thereof from Employer or (vi) is terminated for substandard performance. For purposes of that notice by Executive. Any termination under any of clauses (ii)this Agreement, (iii), (vii), (viii), (ix) and (x) or subject to the exceptions provided for in the immediately preceding sentence “substandard performance” shall be effective on such current or prospective date determined by a majority of the Board as may be specified by Employer when giving provided herein. The Board shall give Executive written notice of the terminationBoard’s concern over Executive’s performance, and Executive shall have thirty (30) days to prepare for a meeting with the Board, at which time Executive may present any information on market competitive conditions and any other factors bearing on his and Employer’s performance. After consideration of these and such other factors as the Board may deem relevant, if a majority of the Board determines in good faith that Employer’s future performance would be best served by a change in management, the Board may terminate Executive’s employment for “substandard performance” following the expiration of such 30-day period.