Common use of By the Company For Cause or By Executive Without Good Reason Clause in Contracts

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Company may terminate Executive’s employment hereunder (A) may be terminated by the Company for Cause “Cause” (as defined below) with immediate effect at any time upon 30 days’ written notice to Executive and Executive may terminate her employment hereunder without “Good Reason” (Bas defined below) at any time upon 30 days’ written notice to the Company. In the event the Company terminates Executive’s employment hereunder for Cause or Executive terminates her employment hereunder without Good Reason, Executive shall terminate automatically upon be entitled to her Accrued Rights and the effective date (Company shall have no further obligations to Executive under this Agreement. The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within 30 days following the Notice Period) date of termination of Executive’s resignation for any reason other than Good Reasonemployment. (ii) For purposes of this Agreement, “Cause” shall mean means: (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; willful failure to substantially perform Executive’s duties hereunder (other than due to physical or mental illness) after written notice of such failure to Executive, (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere toto a felony (or the equivalent of a felony in a jurisdiction other than the United States) other than, in any case, vicarious liability or traffic violations, (1C) a felony Executive’s willful material breach of Sections 6, 7, or (2) a crime involving fraud or moral turpitude (or any other crime relating 9 hereof that, to the Company Group which would reasonably be expected to be materially injurious to extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crimebreach, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theftmaterial violation of the Company’s written policies of a material nature that has a detrimental impact on the Company and that, dishonesty or other misconduct that would reasonably be expected to be injurious to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Groupof such breach; (E) Executive’s willful and unauthorized use, misappropriation, destruction fraud or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious embezzlement with respect to the Company GroupCompany; (F) any violation by Executive Executive’s misappropriation or misuse of any law regarding employment discrimination funds or sexual harassment that would reasonably be expected to be materially injurious property belonging to the Company Groupthat is done in bad faith and is more than de minimis in nature; provided (F) Executive’s use of illegal drugs that a termination interferes with the performance of Executive’s employment for Cause duties hereunder; or (G) Executive’s gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that is susceptible to cure shall not be effective unless it was in the Company first gives Executive written notice best interests of the Company, that materially adversely affects the business or reputation of the Company, its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;subsidiaries or Affiliates.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term This Agreement and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect ), and Executive may resign employment without Good Reason (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reasonas defined in Section 7(c)). (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material Executive’s duties reasonably required hereunder (other than as a result of Executive as an employee total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company Group; to Executive of such failure (Cprovided, however, that it is expressly understood that the Executive’s failure to meet performance targets or objectives for the Annual Bonus or otherwise shall not constitute grounds for a “Cause” termination), (B) Executive’s commission or of a material act in the performance of Executive’s duties that Executive knows to be dishonest, (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of guilty or nolo contendere to, a crime constituting (1x) a felony under the laws of the United States or any state thereof or (2y) a crime misdemeanor involving fraud or moral turpitude (or any other than, in each case, a crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Grouparising from motor vehicle operation); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theftmalfeasance or willful misconduct in connection with Executive’s duties hereunder, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction act or diversion omission in derogation of any material Executive’s duties hereunder which is demonstrably injurious to the financial condition or intangible asset business reputation of the Company Group or any of its subsidiaries (includingcollectively, without limitationthe “Company Group”), (F) Executive’s willful and unauthorized use or disclosure material breach of any written agreement with any member of the Company Group’s confidential or proprietary information) , which is not cured within 30 days after receipt of the written notice from the Company (provided, however, breaches by Executive of the Merger Agreement, that would reasonably be expected to be materially injurious certain Joinder attached to the Company Group; Merger Agreement as Exhibit B, that certain Restrictive Covenant Agreement attached to the Merger Agreement as Exhibit J and that certain Stockholders’ Agreement attached to the Merger Agreement as Exhibit K will only constitute breaches for purposes of this clause (F) any violation by Executive if committed in his individual capacity after the closing of any law regarding employment discrimination the Transaction), or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of (G) Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice commission of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt an act constituting xxxxxxx xxxxxxx or willful commission of such notice, cured such Cause;an act constituting sexual harassment.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s 's employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s 's resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “"Cause” " shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s 's material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s 's commission or conviction of, or plea of guilty or nolo contendere to, (1l) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided provided, that if the Company terminates Executive’s 's employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s 's termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s 's willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s 's willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s 's willful and unauthorized use or disclosure of the Company Group’s 's confidential or proprietary propriety information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided provided, that a termination of Executive’s 's employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated for Cause by the Board as set forth in the definition of Cause, which termination shall be effective immediately after the Board has achieved the required vote and provided Executive with a Notice of Termination (as defined below), or by Executive without Good Reason (other than due to death or Disability). (ii) If Executive’s employment is terminated by the Company for Cause in accordance herewith, or if Executive resigns without Good Reason (as defined belowother than due to death or Disability), in each case, Executive shall be entitled to receive: (A) accrued, but unpaid Base Salary, earned through the date of termination, payable in accordance with immediate effect and the Company’s usual payment practices; (B) shall terminate automatically upon reimbursement, within sixty (60) days following submission by Executive to the effective Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Executive in accordance with the Company’s policies prior to the date (following the Notice Period) of Executive’s resignation termination of employment; provided that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within ninety (90) days following the date of Executive’s termination of employment; and (C) all amounts and benefits then or thereafter due to Executive under the then or thereafter applicable terms of any reason applicable plan, program, agreement or arrangement of the Company or any of its subsidiaries (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”). Following such termination of Executive’s employment by the Company for Cause in accordance herewith or by Executive without Good Reason (other than Good Reasondue to death or Disability), except as set forth in this Section 7(a)(ii) and Section 11, Executive shall have no further rights to any compensation or any other benefits under this Agreement. (iiiii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;terms:

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason without Good Reason (other than Good Reasondue to Executive’s death or Disability); provided that Executive will be required to give the Company at least 30 days’ advance written notice of such resignation. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful and continued failure to perform his material obligations under this Agreementduties with respect to the TRU Group as provided hereunder (other than any such failure resulting from incapacity due to physical or mental illness resulting in a Disability) which continues beyond 10 days after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not performed his material duties; (B) the willful and continued failure commission of any fraud, misappropriation or refusal of misconduct by Executive that causes demonstrable material injury, monetarily or otherwise, to substantially perform the material duties reasonably required of Executive as an employee of the Company Groupor an affiliate; (C) Executive’s commission or the conviction of, or plea of pleading guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement)turpitude; (D) Executive’s willful theftan act resulting or intended to result, dishonesty directly or other misconduct that would reasonably be expected to be injurious indirectly, in material gain or personal enrichment to the Executive at the expense of the Company Groupor an affiliate; (E) any material breach of Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious fiduciary duties to the Company Groupor an affiliate as an employee or officer; (F) a material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other material violation of a TRU Group policy; (G) the failure by the Executive to comply, in any material respect, with the provisions of Sections 8 and 9 of this Agreement, which failure continues beyond 10 days after a written demand to cure such failure is delivered to Executive by the Board; or (H) the failure by the Executive to comply with any other undertaking set forth in this Agreement or any other agreement Executive has with the Company or any affiliate or any breach by Executive of any law regarding employment discrimination hereof or sexual harassment that would thereof if such failure or breach is reasonably be expected likely to be materially injurious result in a material injury to the Company Group; provided that a termination or an affiliate. The cessation of Executive’s employment for Cause that is susceptible to cure of the Executive shall not be effective deemed to be for Cause unless and until there shall have been delivered to the Company first gives Executive written a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (excluding, however, the Executive, to the extent he is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice of its intention is provided to terminate the Executive and the grounds for such terminationExecutive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Cause exists and Executive has not, within ten business days following receipt of such notice, cured such Cause;specifying the particulars thereof in detail.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this AgreementAgreement or the PIIA (as defined below); (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee or service provider of the Company GroupGroup serving in Executive’s position; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a other crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would is, or could reasonably be expected to be be, materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would is, or could reasonably be expected to be be, injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would is, or could reasonably be expected to be materially be, injurious to the Company Group; (F) any violation by Executive of any law regarding act(s) constituting employment discrimination or sexual harassment harassment; or (G) use of illegal drugs, or Executive’s abuse of alcohol or prescription drugs, that would reasonably be expected impairs Executive’s ability to be materially injurious perform Executive’s duties or, as determined in the Board’s determination, otherwise makes Executive unfit to service an officer of the Company GroupCompany; provided that provided, that, solely with respect to clauses (A), (B) and (E) above, a termination of Executive’s employment for Cause that is susceptible to capable of cure shall not be effective unless the Company first gives such Executive written notice of its intention to terminate and the grounds for such termination, and such Executive has not, within ten business days following receipt of such notice, cured such Cause;act or omission.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) without notice or payment in lieu of notice to Executive, or shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason without Good Reason (other than Good Reasondue to Executive’s death or Disability); provided that Executive will be required to give the Company at least one hundred and twenty (120) days’ advance written notice of such resignation or making payment in lieu of notice to the Company. (ii) For purposes of this Agreement, “Cause” shall mean any of the following, as determined by the Company: (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful failure to perform any material obligations under this Agreementportion of his duties; (B) the willful and continued failure commission of any fraud, misappropriation or refusal of misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to substantially perform the material duties reasonably required of Executive as an employee Company, Toys Asia or any other subsidiaries or affiliates of the Company GroupCompany; (C) Executive’s commission or the conviction of, or plea of pleading guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating its substantive equivalent under Australian law), or fails to immediately notify the Company Group in the event that Executive is charged with or found guilty of any criminal offense which would reasonably be expected to be materially injurious to in the opinion of the Company Group); provided that if may affect or may bring the Company terminates or its Subsidiaries into disrepute or affects or may affect Executive’s employment and withholds payments or benefits ability to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement)carry out his duties properly; (D) Executive’s willful theftan act resulting or intended to result, dishonesty directly or other misconduct that would reasonably be expected to be injurious indirectly, in material gain or personal enrichment to the Company GroupExecutive at the expense of the Company, Toys Asia or any other subsidiaries or affiliates of the Company; (E) any material breach of Executive’s willful and unauthorized usefiduciary duties to the Company, misappropriation, destruction Toys Asia or diversion of any material other subsidiaries or intangible asset affiliates of the Company Group (including, without limitation, Executive’s willful and unauthorized use as an employee or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Groupofficer; (F) a violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other violation of policies of the Company, Toys Asia or any other subsidiaries or affiliates of the Company; (G) the failure by the Executive to comply, in any material respect, with the provisions of Sections 8 and 9 of this Agreement; (H) the failure by the Executive to comply with any other undertaking set forth in this Agreement or any other agreement Executive has with the Company, Toys Asia or any other subsidiaries or affiliates of the Company or any breach by Executive of any law regarding employment discrimination hereof or sexual harassment that would thereof if such failure or breach is reasonably be expected likely to be materially injurious result in a material injury to the Company GroupCompany, Toys Asia or any other subsidiaries or affiliates of the Company; provided that a termination of Executive’s employment or (J) is precluded from working in Hong Kong for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;any reason.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason without Good Reason (other than Good Reasondue to Executive’s death or Disability); provided that Executive will be required to give the Company at least 60 days’ advance written notice of such resignation. (ii) For purposes of this Agreement, “Cause” shall mean any of the following, as determined by the Board: (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful failure to perform any material obligations under this Agreementportion of his duties; (B) the willful and continued failure commission of any fraud, misappropriation or refusal of misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to substantially perform the material duties reasonably required of Executive as an employee of the Company Groupor an affiliate; (C) Executive’s commission or the conviction of, or plea of pleading guilty or nolo contendere to, a felony involving moral turpitude; (1D) an act resulting or intended to result, directly or indirectly, in material gain or personal enrichment to Executive at the expense of the Company or an affiliate; (E) any material breach of Executive’s fiduciary duties to the Company or an affiliate as an employee or officer; (F) a felony or (2) a crime involving fraud or moral turpitude (material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other crime relating violation of a TRU Group policy; (G) the failure by Executive to comply, in any material respect, with the provisions of Sections 8 and 9 of this Agreement; or (H) the failure by Executive to comply with any other undertaking set forth in this Agreement or any other agreement Executive has with the Company or any affiliate or any breach by Executive hereof or thereof if such failure or breach is reasonably likely to result in a material injury to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates or an affiliate. (iii) If Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall promptly pay be entitled to receive: (A) a lump sum payment of the Base Salary that is earned by Executive an amount sufficient to restore Executive to but unpaid as of the same economic position Executive would have been in had date of Executive’s termination of employment been without Cause employment, paid in accordance with the Company’s payroll practices, but in no event later than thirty (including 30) days following Executive’s termination of employment; (B) a lump sum payment of any Annual Bonus that is earned by paying an amount Executive but unpaid as of the date of termination for the immediately preceding fiscal year, paid in severance that accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with the Company); (C) reimbursement, within 30 days following submission by Executive would have been entitled to under this Agreement)the Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Executive in accordance with the Company policy referenced in Section 5(c) above prior to the date of Executive’s termination; provided claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within ninety (90) days following the date of Executive’s termination of employment; and (D) Executive’s willful theftsuch Employee Benefits, dishonesty or other misconduct that would reasonably if any, as to which Executive may be expected to be injurious to entitled under the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset employee benefit plans of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary informationamounts described in clauses (A) that would reasonably be expected through (D) hereof being referred to be materially injurious to as the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a “Accrued Rights”). Following such termination of Executive’s employment by the Company for Cause that is susceptible or resignation by Executive without Good Reason, except as set forth in this Section 7(a)(iii), Executive shall have no further rights to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;any compensation or any other benefits under this Agreement.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation; provided that Executive will be required to give the Company at least 180 days advance written notice of such resignation for any reason other than Good ReasonReason (or such shorter period as otherwise may be mutually agreed by the Company and Executive in writing) or such longer period as may be provided under Section 7(f) hereof. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful and continued failure to perform his material obligations under this Agreementduties with respect to the Company or its subsidiaries as provided hereunder which continues beyond thirty (30) days after a written demand for substantial performance is delivered to Executive by the Company (the “Cure Period”); (B) the willful or intentional engaging by Executive in conduct that causes material and continued failure demonstrable injury, monetarily or refusal otherwise, to the Company, the Investors or their respective Affiliates (each as defined in the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Executive to substantially perform Visant Holding Corp. (“VHC”) and Its Subsidiaries (the material duties reasonably required of Executive as an employee of the Company Group“Plan”)); (C) Executive’s the commission or conviction of, or plea by Executive of guilty or nolo contendere to, a crime constituting (1x) a felony under the laws of the United States or any state thereof or (2y) a crime misdemeanor involving fraud moral turpitude; or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty a material breach of this Agreement or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (Equity Documents or the New Equity Documents by Executive, including, without limitation, engaging in any action in breach of the restrictive covenants set forth in Section 8 of this Agreement or the Equity Documents or the New Equity Documents, that continues beyond the Cure Period (to the extent that such breach can reasonably be cured). The determination of Cause shall be made by the Chief Executive Officer of Visant following consultation with the Board and shall be communicated to Executive in writing setting forth the basis of Cause. Executive and his legal counsel shall have the opportunity to communicate Executive’s willful and unauthorized use or disclosure position to the Board promptly following Executive’s receipt of the Company GroupCompany’s confidential explanation and in any event not later than five (5) days from receipt, prior to a final determination of Cause, and any determination of Cause shall be made in writing to Executive. In addition, “Good Reason” shall mean (i) a reduction in the Executive’s base salary or proprietary information) annual incentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunity that would reasonably be expected to be materially injurious to affects all members of senior management in substantially the Company Groupsame proportions, provided that the Executive’s base salary is not reduced by more than 10%); (Fii) any violation by a substantial reduction in the Executive’s duties and responsibilities, an adverse change in Executive’s titles as set forth in Section 2 above or the assignment to Executive of any law regarding employment discrimination duties or sexual harassment that would reasonably be expected to be materially injurious to the Company Groupresponsibilities substantially inconsistent with such titles; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;or

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s 's employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s 's resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “"Cause” " shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s 's material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s 's commission or conviction of, or plea of guilty or nolo contendere to, (1l ) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided provided, that if the Company terminates Executive’s 's employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s 's termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s 's willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s 's willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s 's willful and unauthorized use or disclosure of the Company Group’s 's confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided provided, that a termination of Executive’s 's employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect ). The Employment Term and (B) Executive’s employment shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reasonresignation. (ii) For purposes of this Agreement, “Cause” shall mean (A) any act by Executive constituting a willful or deliberate act or omission that constitutes a material breach failure to act which is committed in bad faith by the Executive of any of Executive’s material obligations under this Agreement; which causes or can be expected to cause financial injury (other than de minimus financial injuries) to the Company, (B) the Executive’s willful and continued failure malfeasance or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; willful misconduct, including dishonesty, in connection with Executive’s employment duties, (C) Executive’s commission theft, intentional misappropriation or conviction of, embezzlement of property of the Company or plea its affiliates or any act of guilty or nolo contendere tofraud committed by Executive, (1D) an act or acts on Executive’s part constituting (x) a felony under the laws of the United States or any state thereof or (2y) a crime misdemeanor involving fraud or moral turpitude (and such misdemeanor has or any other crime relating could have an adverse impact on the Company and its Affiliates), (E) Executive materially breached Executive’s fiduciary duties to the Company Group which would Company, (F) Executive failed to obtain or maintain in good standing any necessary or desirable licenses or took any action that could reasonably be expected to be materially injurious jeopardize (other than in a de minimus manner) Executive’s, the Company’s or the Sponsor’s ability to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments obtain or benefits to Executive on the assertion that Executive committed a felony retain in good standing any necessary or crime described in this clause and Executive is subsequently acquitted of such felony desirable licenses or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (DG) Executive’s willful theftbreach (other than a de minimus or inadvertent breach which, dishonesty if curable, is promptly cured by Executive during the cure period set forth below) during the Employment Term of any provision of Section 7 or other misconduct that would reasonably be expected 8 of this Agreement or any similar corresponding provision applicable to be injurious to Executive under a written agreement between Executive and the Company Groupor its Subsidiaries from time to time; provided that, solely with respect to clauses (A), (B), (E) Executive’s willful and unauthorized use), misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious and (G), to the Company Group; provided that a termination of Executive’s employment for extent the circumstances giving rise to Cause that is susceptible and the adverse consequences resulting therefrom are curable, Executive shall have an opportunity to cure shall not be effective unless the Company first gives Executive such circumstances and consequences within 30 days after written notice of its intention to terminate and from the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;Company.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this AgreementAgreement or the PIIA (as defined below); (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee or service provider of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a other crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would is, or could reasonably be expected to be be, materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would is, or could reasonably be expected to be be, injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would is, or could reasonably be expected to be materially be, injurious to the Company Group; (F) any violation by Executive of any law regarding act(s) constituting employment discrimination or sexual harassment harassment; or (G) use of illegal drugs, or Executive’s abuse of alcohol or prescription drugs, that would impairs Executive’s ability to perform Executive’s duties or, as reasonably be expected determined by the Company in good faith, otherwise makes Executive unfit to be materially injurious to service an officer of the Company Group; provided that provided, that, solely with respect to clauses (A) and (B) above, a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives such Executive written notice of its intention to terminate and the grounds for such termination, and such Executive has not, within ten five business days following receipt of such notice, cured such Cause;.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Company may terminate Executive’s employment hereunder (A) may be terminated by the Company for Cause “Cause” (as defined below) with immediate effect at any time upon written notice to Executive and Executive may terminate Executive’s employment hereunder without “Good Reason” (Bas defined below) at any time upon thirty (30) days’ written notice to the Company. In the event the Company terminates Executive’s employment hereunder for Cause or Executive terminates Executive’s employment hereunder without Good Reason, Executive shall terminate automatically upon be entitled to Executive’s Accrued Rights and the effective date Company shall have no further obligations to Executive under this Agreement. The Accrued Rights shall be payable on their normal payment dates; provided that accrued but unused vacation time shall be paid within thirty (30) days following the Notice Period) date of termination of Executive’s resignation for any reason other than Good Reasonemployment. (ii) For purposes of this Agreement, “Cause” shall mean means: (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; willful failure to substantially perform Executive’s duties hereunder (other than due to physical or mental illness) after written notice of such failure to Executive, (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere toto a felony (or the equivalent of a felony in a jurisdiction other than the United States) other than traffic violations, (1C) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating Executive’s material breach of this Agreement that, to the Company Group which would reasonably be expected to be materially injurious to extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crimebreach, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theftmaterial violation of the Company’s written policies of a nature that has a material detrimental impact on the Company or its Affiliates and that, dishonesty or other misconduct that would reasonably be expected to be injurious to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Groupof such breach; (E) Executive’s willful and unauthorized use, misappropriation, destruction fraud or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious embezzlement with respect to the Company Groupor its Affiliates; (F) any violation by Executive Executive’s misappropriation or misuse of any law regarding employment discrimination funds or sexual harassment that would reasonably be expected to be materially injurious property belonging to the Company Groupor its Affiliates that is more than de minimis in nature; provided (F) Executive’s use of illegal drugs or misuse of prescription drugs that a termination interferes with the performance of Executive’s employment for Cause duties hereunder; or (G) Executive’s gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that is susceptible to cure shall not be effective unless it was in the Company first gives Executive written notice best interests of the Company, that adversely affects the business or reputation of the Company, its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;Affiliates.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation; provided that Executive will be required to give the Company at least 180 days advance written notice of such resignation for any reason (other than Good Reasondue to Executive’s death or Disability) or such longer period provided under Section 1 hereof in the case Executive provides notice of the intention to not renew this Agreement as of the end of the Initial Term. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful and continued failure to perform his material obligations under this Agreementduties with respect to the Company or its subsidiaries as provided hereunder which continues beyond thirty (30) days after a written demand for substantial performance is delivered to Executive by the Company (the “Cure Period”); (B) the willful or intentional engaging by Executive in conduct that causes material and continued failure demonstrable injury, monetarily or refusal otherwise, to the Company, the Investors or their respective Affiliates (each as defined in the Third Amended and Restated 2004 Stock Option Plan for Key Employees of Executive to substantially perform Visant Holding Corp. (“VHC”) and Its Subsidiaries (the material duties reasonably required of Executive as an employee of the Company Group“Plan”); (C) Executive’s the commission or conviction of, or plea by Executive of guilty or nolo contendere to, a crime constituting (1x) a felony under the laws of the United States or any state thereof or (2y) a crime misdemeanor involving fraud moral turpitude; or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty a material breach of this Agreement or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (Equity Documents by Executive, including, without limitation, engaging in any action in breach of the restrictive covenants set forth in Section 8 of this Agreement or the Equity Documents, that continues beyond the Cure Period (to the extent that, in the Board’s reasonable judgment, such breach can be cured). The determination of Cause shall be made by the Chief Executive Officer of Visant following consultation with the Board and shall be communicated to Executive in writing setting forth the basis of Cause. Executive and his legal counsel shall have the opportunity to communicate Executive’s willful and unauthorized use or disclosure position to the Board promptly following Executive’s receipt of the Company GroupCompany’s confidential explanation and in any event not later than five (5) days from receipt, prior to a final determination of Cause, and any determination of Cause shall be made in writing to Executive. In addition, “Good Reason” shall mean (i) a reduction in the Executive’s base salary or proprietary informationannual incentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunity that affects all members of senior management in substantially the same proportions, provided that the Executive’s base salary is not reduced by more than 10%); (ii) that would reasonably be expected a substantial reduction in the Executive’s duties and responsibilities, an adverse change in Executive’s titles as set forth in Section 2 above or the assignment to be materially injurious Executive of duties or responsibilities substantially inconsistent with such titles; or (iii) a transfer of the Executive’s primary workplace by more than fifty miles outside of Bloomington, Minnesota. Prior to Executive resigning for Good Reason, Executive shall provide the Company Group; (F) any violation by Executive of any law regarding employment discrimination with written notice setting forth the event or sexual harassment that would reasonably be expected circumstance giving rise to be materially injurious to Good Reason and the Company Group; provided that shall have a termination period of Executive’s employment for Cause that is susceptible 30 days to cure shall not be effective unless such event or circumstance. If the Company first gives fails to cure such event or occurrence within such period, Executive written may proceed with giving notice of its intention to terminate and the grounds resignation for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;Good Reason.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement or the Partnership Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided provided, that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause (C) and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be materially injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; or (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided provided, that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten five business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided provided, that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause (C) and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided provided, that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s 's employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than or by Executive without Good Reason; provided, however, that Executive must provide the Company with 90 days' advance written notice prior to her resignation. The Company shall have the option, in its complete discretion, to make termination of the Executive's employment effective at any time prior to the end of the 90 days' notice period, provided the Company pays Executive all compensation due and owing through the last day actually worked, plus all compensation (including base salary, benefits and annual bonus) the Executive would have received had she remained an employee of the Company during the 90-day notice period. (ii) For purposes of this Agreement, “"Cause” " shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; (Bv) the Executive's willful and continued failure or refusal of Executive to substantially perform the material her duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating with respect to the Company Group which would reasonably be expected to be materially injurious to or its subsidiaries after thirty (30) days' written demand by her superior for substantial performance is made or delivered, (w) willful misconduct by the Company Group)Executive involving dishonesty or breach of trust in connection with the Executive's employment, (x) indictment for any felony or misdemeanor involving moral turpitude, (y) any willful and material breach of the Executive's restrictive covenants as provided in Section 8 of this Agreement, or (z) willful and material breach of any other term of this Agreement; provided provided, however, that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive any such Cause is subsequently acquitted of such felony or crimereasonably curable, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had not terminate Executive’s termination of 's employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (F) any violation by Executive of any law regarding employment discrimination or sexual harassment that would reasonably be expected to be materially injurious to the Company Group; provided that a termination of Executive’s employment for Cause that is susceptible to cure shall not be effective hereunder unless the Company first gives Executive written notice of its intention to terminate and the grounds for of such termination, and the Executive has not, within ten business thirty (30) days following receipt of such this notice, cured such Cause;. An act or a failure to act will not be considered willful if committed in good faith and if Executive reasonably believed that the act or omission was in the Company's best interests.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this AgreementAgreement or the RCA (as defined below); (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee or service provider of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere to, (1) a felony or (2) a other crime involving fraud or moral turpitude (or any other crime relating related to the Company Group which would is, or could reasonably be expected to be be, materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theft, dishonesty or other misconduct that would is, or could reasonably be expected to be be, injurious to the Company Group; (E) Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material tangible or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would is, or could reasonably be expected to be materially be, injurious to the Company Group; (F) any violation by Executive of any law regarding act(s) constituting employment discrimination or sexual harassment harassment; or (G) use of illegal drugs, or Executive’s abuse of alcohol or prescription drugs, that would impairs Executive’s ability to perform Executive’s duties or, as reasonably be expected determined by the Board, otherwise makes Executive unfit to be materially injurious to service an officer of the Company Group; provided that provided, that, solely with respect to clauses (A), (B) and (E) above, a termination of Executive’s employment for Cause that is susceptible to capable of cure shall not be effective unless the Company first gives such Executive written notice of its intention to terminate and the grounds for such termination, and such Executive has not, within ten business days following receipt of such notice, cured such act or omission. For the avoidance of doubt, “Cause;” does not include (A) differences of opinion with respect to strategy or implementation of business plans, (B) the success or lack of success of any such strategy or implementation, or (C) any failure to achieve any performance targets, whether relating to Executive, the Company Group, or otherwise.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause (as defined below) with immediate effect and (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason without Good Reason (other than Good Reasondue to Executive’s death or Disability); provided that Executive will be required to give the Company at least 30 days’ advance written notice of such resignation. (ii) For purposes of this Agreement, “Cause” shall mean (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s willful and continued failure to perform his material obligations under this Agreementduties with respect to the TRU Group as provided hereunder (other than any such failure resulting from incapacity due to physical or mental illness resulting in a Disability) which continues beyond 10 days after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not performed his material duties; (B) the willful and continued failure commission of any fraud, misappropriation or refusal of misconduct by Executive that causes demonstrable material injury, monetarily or otherwise, to substantially perform the material duties reasonably required of Executive as an employee of the Company Groupor an affiliate; (C) Executive’s commission or the conviction of, or plea of pleading guilty or nolo contendere to, (1) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating to the Company Group which would reasonably be expected to be materially injurious to the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crime, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement)turpitude; (D) Executive’s willful theftan act resulting or intended to result, dishonesty directly or other misconduct that would reasonably be expected to be injurious indirectly, in material gain or personal enrichment to the Executive at the expense of the Company Groupor an affiliate; (E) any material breach of Executive’s willful and unauthorized use, misappropriation, destruction or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious fiduciary duties to the Company Groupor an affiliate as an employee or officer; (F) a material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other material violation of a TRU Group policy; (G) the failure by the Executive to comply, in any material respect, with the provisions of Sections 8 and 9 of this Agreement or any of the restrictive covenants imposed pursuant to the Equity Documents, which failure continues beyond 10 days after a written demand to cure such failure is delivered to Executive by the Board; or (H) the failure by the Executive to comply with any other undertaking set forth in this Agreement or any other agreement Executive has with the Company or any affiliate or any breach by Executive of any law regarding employment discrimination hereof or sexual harassment that would thereof if such failure or breach is reasonably be expected likely to be materially injurious result in a material injury to the Company Group; provided that a termination or an affiliate. The cessation of Executive’s employment for Cause that is susceptible to cure of the Executive shall not be effective deemed to be for Cause unless and until there shall have been delivered to the Company first gives Executive written a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board (excluding, however, the Executive, to the extent he is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice of its intention is provided to terminate the Executive and the grounds for such terminationExecutive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, Cause exists and Executive has not, within ten business days following receipt of such notice, cured such Cause;specifying the particulars thereof in detail.

By the Company For Cause or By Executive Without Good Reason. (i) The Employment Term and Company may terminate Executive’s employment hereunder (A) may be terminated by the Company for Cause “Cause” (as defined below) with immediate effect at any time upon written notice to Executive and (B) shall Executive may terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than employment hereunder without “Good Reason” (as defined below) at any time upon thirty (30) days’ written notice to the Company. In the event the Company terminates Executive’s employment hereunder for Cause or Executive terminates Executive’s employment hereunder without Good Reason, Executive shall be entitled to Executive’s Accrued Rights and the Company shall have no further obligations to Executive under this Agreement. (ii) For purposes of this Agreement, “Cause” shall mean means: (A) any willful act or omission that constitutes a material breach by Executive of any of Executive’s material obligations under this Agreement; willful failure to substantially perform Executive’s duties hereunder (other than due to physical or mental illness) after written notice of such failure to Executive, (B) the willful and continued failure or refusal of Executive to substantially perform the material duties reasonably required of Executive as an employee of the Company Group; (C) Executive’s commission or conviction of, or plea of guilty or nolo contendere toto a felony (or the equivalent of a felony in a jurisdiction other than the United States) other than traffic violations, (1C) a felony or (2) a crime involving fraud or moral turpitude (or any other crime relating Executive’s material breach of this Agreement that, to the Company Group which would reasonably be expected to be materially injurious to extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Group); provided that if the Company terminates Executive’s employment and withholds payments or benefits to Executive on the assertion that Executive committed a felony or crime described in this clause and Executive is subsequently acquitted of such felony or crimebreach, then the Company shall promptly pay to Executive an amount sufficient to restore Executive to the same economic position Executive would have been in had Executive’s termination of employment been without Cause (including by paying an amount in severance that Executive would have been entitled to under this Agreement); (D) Executive’s willful theftmaterial violation of the Company’s written policies of a nature that has a material detrimental impact on the Company or its Affiliates and that, dishonesty or other misconduct that would reasonably be expected to be injurious to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company Groupof such breach; (E) Executive’s willful and unauthorized use, misappropriation, destruction fraud or diversion of any material or intangible asset of the Company Group (including, without limitation, Executive’s willful and unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that would reasonably be expected to be materially injurious embezzlement with respect to the Company Groupor its Affiliates; (F) any violation by Executive Executive’s misappropriation or misuse of any law regarding employment discrimination funds or sexual harassment that would reasonably be expected to be materially injurious property belonging to the Company Groupor its Affiliates that is more than de minimis in nature; provided (F) Executive’s use of illegal drugs or misuse of prescription drugs that a termination interferes with the performance of Executive’s employment for Cause duties hereunder; or (G) Executive’s gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that is susceptible to cure shall not be effective unless it was in the Company first gives Executive written notice best interests of the Company, that adversely affects the business or reputation of the Company, its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of such notice, cured such Cause;Affiliates.