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) This Agreement and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), and Executive may resign employment without Good Reason (as defined in Section 7(c)). (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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 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 nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation of Executive’s duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement and The Company may terminate Executive’s employment hereunder may be terminated by the Company for Cause “Cause” (as defined below), ) at any time upon 30 days’ written notice to Executive and Executive may resign terminate her employment hereunder without “Good Reason Reason” (as defined in Section 7(c))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 be entitled to her Accrued Rights and the 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 date of termination of Executive’s employment. (ii) For purposes of this Agreement, “Cause” shall mean means: (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following after written notice by the Company to Executive of such failure (provided, however, that it is expressly understood that the to 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 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 (x) to a felony under (or the laws equivalent of a felony in a jurisdiction other than the United States or any state thereof or (yStates) a misdemeanor involving moral turpitude (other than, in each any case, a crime arising from motor vehicle operation)vicarious liability or traffic violations, (C) Executive’s willful material breach of Sections 6, 7, or 9 hereof that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach, (D) Executive’s willful malfeasance or willful misconduct in connection with Executivematerial violation of the Company’s duties hereunderwritten policies of a material nature that has a detrimental impact on the Company and that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach; (E) Executive’s willful act fraud or omission in derogation of Executive’s duties hereunder which is demonstrably injurious embezzlement with respect to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), Company; (F) Executive’s material breach misappropriation or misuse of any written agreement with any member of funds or property belonging to the Company Group, which that 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 certain Joinder attached to the Merger Agreement as Exhibit B, that certain Restrictive Covenant Agreement attached to the Merger Agreement as Exhibit J done in bad faith and that certain Stockholders’ Agreement attached to the Merger Agreement as Exhibit K will only constitute breaches for purposes of this clause is more than de minimis in nature; (F) if committed in his individual capacity after Executive’s use of illegal drugs that interferes with the closing performance of the Transaction), Executive’s duties hereunder; or (G) Executive’s commission gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that it was in the best interests of an act constituting xxxxxxx xxxxxxx the Company, that materially adversely affects the business or willful commission reputation of an act constituting sexual harassmentthe Company, its subsidiaries or Affiliates.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term 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 (B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each case, a crime arising from motor vehicle operationhad 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 malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member willful and unauthorized use or disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from ’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (provided, however, breaches F) any violation by Executive of the Merger Agreement, any law regarding employment discrimination or sexual harassment that certain Joinder attached would reasonably be expected to be materially injurious to the Merger Agreement as Exhibit B, Company Group; provided 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 a termination of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of an act constituting xxxxxxx xxxxxxx or willful commission its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of an act constituting sexual harassment.such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s 's employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive's resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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 of a material act in the performance of Executive’s duties that Executive knows to be dishonest, Group; (C) during the course of Executive’s employment with the Company, Executive’s 's commission or conviction of, or plea of guilty or nolo contendere to, a crime constituting (xl) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each casethis clause and Executive is subsequently acquitted of such felony or crime, a crime arising from motor vehicle operationthen 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 's willful malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be injurious to the Company Group; (E) Executive’s 's willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material or business reputation intangible asset of the Company Group (including, without limitation, Executive's willful and unauthorized use or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from 's confidential or propriety information) that would reasonably be expected to be materially injurious to the Company Group; (provided, however, breaches 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 Merger AgreementCompany Group; provided, that certain Joinder attached a termination of Executive's employment for Cause that is susceptible to cure shall not be effective unless the Merger Agreement as Exhibit BCompany first gives Executive written notice of its intention to terminate and the grounds for such termination, 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 Executive has not, within ten business days following receipt of this clause (F) if committed in his individual capacity after the closing of the Transaction)such notice, or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any material breach by Executive of any of Executive’s willful obligations under this Agreement or the PIIA (as defined below); (B) the continued failure or refusal of Executive to substantially perform the duties reasonably required of Executive as an employee or service provider of the Company Group serving in Executive’s duties hereunder position; (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor other crime involving fraud or moral turpitude (or any other thancrime relating to the Company Group which is, in each caseor could reasonably be expected to be, a crime arising from motor vehicle operationmaterially injurious to the Company Group), ; (D) Executive’s willful malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunderthat is, or could reasonably be expected to be, injurious to the Company Group; (E) Executive’s willful act unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any tangible or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that is, which is not cured within 30 days after receipt of the written notice from or could reasonably be expected to be, injurious to the Company (provided, however, breaches by Executive of the Merger Agreement, that certain Joinder attached to the 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 Group; (F) if committed in his individual capacity after the closing of the Transaction), any act(s) constituting employment discrimination or sexual harassment; or (G) use of illegal drugs, or Executive’s commission abuse of alcohol or prescription drugs, that impairs Executive’s ability to perform Executive’s duties or, as determined in the Board’s determination, otherwise makes Executive unfit to service an officer of the Company; provided, that, solely with respect to clauses (A), (B) and (E) above, a termination of Executive’s employment for Cause that is 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 constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentomission.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated for Cause by the Company for Cause 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), and or by Executive may resign employment without Good Reason (as defined in Section 7(c)other than due to death or Disability). (ii) For purposes of this Agreement, “Cause” shall mean (A) If Executive’s willful failure to substantially perform Executive’s duties hereunder employment is terminated by the Company for Cause in accordance herewith, or if Executive resigns without Good Reason (other than as a result of total or partial incapacity due to physical death or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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” terminationDisability), (B) Executive’s commission 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 nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation)Executive shall be entitled to receive: (A) accrued, but unpaid Base Salary, earned through the date of termination, payable in accordance with the Company’s usual payment practices; (DB) Executivereimbursement, within sixty (60) days following submission by Executive to the Company of appropriate supporting documentation, for any unreimbursed business expenses properly incurred by Executive in accordance with the Company’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation policies prior to the date of Executive’s duties hereunder which is demonstrably injurious termination of employment; provided that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the financial condition Company within ninety (90) days following the date of Executive’s termination of employment; and (C) all amounts and benefits then or business reputation thereafter due to Executive under the then or thereafter applicable terms of any applicable plan, program, agreement or arrangement of the Company or any of its subsidiaries (collectively, the amounts described in clauses (A) through (C) hereof being referred to as the “Company GroupAccrued Rights”), (F) . Following such termination of Executive’s material breach of any written agreement with any member of employment by the Company Group, which is not cured within 30 days after receipt of the written notice from the Company (provided, however, breaches for Cause in accordance herewith or by Executive of the Merger without Good Reason (other than due 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, that certain Joinder attached to the 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 . (iii) For purposes of this clause (F) if committed in his individual capacity after Agreement, the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.terms:

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), ) and Executive may resign employment shall terminate automatically upon Executive’s resignation without Good Reason (as defined in Section 7(cother than due 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) Executive’s willful and continued failure to substantially perform Executive’s his material duties with respect to the TRU Group as provided hereunder (other than as a result of total or partial any such failure resulting from incapacity due to physical or mental illnessillness resulting in a Disability) which continues beyond 10 days after a written demand for a period of 30 days following written notice substantial performance is delivered to Executive by the Company to Board, which demand specifically identifies the manner in which the Board believes that Executive of such failure (provided, however, that it is expressly understood that the Executive’s failure to meet performance targets or objectives for the Annual Bonus or otherwise shall has not constitute grounds for a “Cause” termination), performed his material duties; (B) Executive’s the commission of a any fraud, misappropriation or misconduct by Executive that causes demonstrable material act in injury, monetarily or otherwise, to the performance of Executive’s duties that Executive knows to be dishonest, Company or an affiliate; (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of pleading guilty or nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), turpitude; (D) Executive’s willful malfeasance an act resulting or willful misconduct intended to result, directly or indirectly, in connection with Executive’s duties hereunder, (E) Executive’s willful act material gain or omission in derogation of Executive’s duties hereunder which is demonstrably injurious personal enrichment to the financial condition or business reputation Executive at the expense of the Company or an affiliate; (E) any material breach of its subsidiaries (collectively, Executive’s fiduciary duties to the “Company Group”), or an affiliate as an employee or officer; (F) Executivea material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other material breach 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 agreement 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 hereof or thereof if such failure or breach is reasonably likely to result in a material injury to the Company or an affiliate. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive 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 Company Group, which is not cured within 30 days after receipt Board) at a meeting of the written Board called and held for such purpose (after reasonable notice from is provided to the Company (providedExecutive and the Executive is given an opportunity, howevertogether with counsel, breaches by Executive to be heard before the Board) finding that, in the good faith opinion of the Merger AgreementBoard, that certain Joinder attached to Cause exists and specifying the 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) if committed particulars thereof in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentdetail.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined belowCause; it being agreed that, for the purposes of this Section 7(a), MSG Member shall have the right to act on behalf of the Company in determining whether the Employment Term and Executive Executive’s employment hereunder may resign employment without Good Reason (as defined in Section 7(c))be terminated by the Company for Cause. (ii) For purposes The Employment Term and Executive’s employment hereunder shall terminate immediately upon Executive’s resignation without Good Reason; provided however, that Executive will be required to give the Company at least sixty (60) days advance written notice of this Agreementa resignation without Good Reason, “which the Company may waive at any time in its discretion. (iii) If Executive’s employment is terminated by the Company for Cause” , or if Executive resigns without Good Reason, the Company shall mean pay and Executive shall be entitled to receive the following payments on the effective date of termination: (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result the Base Salary through the effective date of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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 reimbursement for any unreimbursed business expenses properly incurred by Executive in accordance with Company policy prior to the effective date of a material act in the performance of Executive’s duties that Executive knows to be dishonest, termination; and (C) during such earned and vested Employee Benefits, if any, as to which Executive may be entitled under the course Employee Benefit Plans (the amounts described in clauses (A) through (C) hereof being referred to as the “Accrued Rights”). (iv) Following such termination of Executive’s employment with by the Company, Executive’s conviction ofCompany for Cause, or plea of nolo contendere toresignation by Executive without Good Reason, a crime constituting (x) a felony under the laws of the United States except as set forth in Section 7(a)(iii), Executive shall have no further rights to any compensation or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation of Executive’s duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, which is not cured within 30 days after receipt of the written notice from the Company (provided, however, breaches by Executive of the Merger benefits under this Agreement, that certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any breach by Executive of any of Executive’s willful material obligations under this Agreement or the PIIA (as defined below); (B) the continued failure or refusal of Executive to substantially perform Executive’s the duties hereunder (other than reasonably required of Executive as a result an employee or service provider of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor other crime involving fraud or moral turpitude (or any other thancrime relating to the Company Group which is, in each caseor could reasonably be expected to be, a crime arising from motor vehicle operationmaterially injurious to the Company Group), ; (D) Executive’s willful malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunderthat is, or could reasonably be expected to be, injurious to the Company Group; (E) Executive’s willful act unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any tangible or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that is, which is not cured within 30 days after receipt of the written notice from or could reasonably be expected to be, injurious to the Company (provided, however, breaches by Executive of the Merger Agreement, that certain Joinder attached to the 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 Group; (F) if committed in his individual capacity after the closing of the Transaction), any act(s) constituting employment discrimination or sexual harassment; or (G) use of illegal drugs, or Executive’s commission abuse of alcohol or prescription drugs, that impairs Executive’s ability to perform Executive’s duties or, as reasonably determined by the Company in good faith, otherwise makes Executive unfit to service an act constituting xxxxxxx xxxxxxx or willful commission officer of an act constituting sexual harassmentthe Company Group; 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 five business days following receipt of such notice, cured such Cause.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), ) and shall terminate automatically upon Executive’s resignation; provided that Executive may resign employment without Good Reason will be required to give the Company at least 180 days advance written notice of such resignation (other than due 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 defined in Section 7(c))of the end of the Initial Term. (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful and continued failure to substantially perform Executive’s his material duties with respect to the Company or its subsidiaries as provided hereunder which continues beyond thirty (other than as 30) days after a result of total or partial incapacity due written demand for substantial performance is delivered to physical or mental illness) for a period of 30 days following written notice Executive by the Company to Executive of such failure (provided, 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” terminationCure Period”), ; (B) Executive’s commission of a the willful or intentional engaging by Executive in conduct that causes material act and demonstrable injury, monetarily or otherwise, to the Company, the Investors or their respective Affiliates (each as defined in the performance Third Amended and Restated 2004 Stock Option Plan for Key Employees of Executive’s duties that Executive knows to be dishonest, Visant Holding Corp. (“VHC”) and Its Subsidiaries (the “Plan”); (C) during the course commission by Executive of Executive’s employment with the Company, Executive’s conviction of, or plea of nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), turpitude; or (D) a material breach of this Agreement or any of the 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 malfeasance position to the Board promptly following Executive’s receipt of the Company’s 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 willful misconduct annual incentive compensation opportunity (other than a general reduction in connection with 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) a substantial reduction in the Executive’s duties hereunderand responsibilities, (E) an adverse change in Executive’s willful act titles as set forth in Section 2 above or omission in derogation the assignment to Executive of duties or responsibilities substantially inconsistent with such titles; or (iii) a transfer of the Executive’s duties hereunder which is demonstrably injurious primary workplace by more than fifty miles outside of Bloomington, Minnesota. Prior to the financial condition or business reputation of Executive resigning for Good Reason, Executive shall provide the Company with written notice setting forth the event or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of circumstance giving rise to Good Reason and the Company Group, which is not cured within shall have a period of 30 days after receipt of the written notice from to cure such event or circumstance. If the Company (providedfails to cure such event or occurrence within such period, however, breaches by Executive may proceed with giving notice of the Merger Agreement, that certain Joinder attached to the 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 resignation for purposes of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentGood Reason.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement and The Company may terminate Executive’s employment hereunder may be terminated by the Company for Cause “Cause” (as defined below), ) at any time upon written notice to Executive and Executive may resign terminate Executive’s employment hereunder without “Good Reason Reason” (as defined in Section 7(c))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) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following after written notice by the Company to Executive of such failure (provided, however, that it is expressly understood that the to 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 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 (x) to a felony under (or the laws equivalent of a felony in a jurisdiction other than the United States or any state thereof or States) other than traffic violations, (yC) a misdemeanor involving moral turpitude (other thanExecutive’s material breach of this Agreement that, in each caseto the extent curable, a crime arising from motor vehicle operation)is uncured by Executive promptly following receipt of written notice given by the Company of such breach, (D) Executive’s willful malfeasance material violation of the Company’s written policies of a nature that has a material detrimental impact on the Company or willful misconduct in connection with Executive’s duties hereunderits Affiliates and that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach; (E) Executive’s willful act fraud or omission in derogation of Executive’s duties hereunder which is demonstrably injurious embezzlement with respect to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), Affiliates; (F) Executive’s material breach misappropriation or misuse of any written agreement with any member of funds or property belonging to the Company Group, which or its Affiliates that 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 certain Joinder attached to the 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 more than de minimis in nature; (F) if committed in his individual capacity after Executive’s use of illegal drugs or misuse of prescription drugs that interferes with the closing performance of the Transaction), Executive’s duties hereunder; or (G) Executive’s commission gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that it was in the best interests of an act constituting xxxxxxx xxxxxxx the Company, that adversely affects the business or willful commission reputation of an act constituting sexual harassmentthe Company, its Affiliates.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each casethis clause (C) and Executive is subsequently acquitted of such felony or crime, a crime arising from motor vehicle operationthen 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 malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member willful and unauthorized use or disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from ’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (provided, however, breaches 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 Merger AgreementCompany Group; provided, that certain Joinder attached to the 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 a termination of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of an act constituting xxxxxxx xxxxxxx or willful commission its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of an act constituting sexual harassment.such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each case, a crime arising from motor vehicle operationhad 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 malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be injurious to the Company Group; (E) Executive’s willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member willful and unauthorized use or disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from ’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (provided, however, breaches F) any violation by Executive of the Merger Agreement, any law regarding employment discrimination or sexual harassment that certain Joinder attached would reasonably be expected to be materially injurious to the Merger Agreement as Exhibit B, Company Group; provided 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 a termination of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of an act constituting xxxxxxx xxxxxxx or willful commission its intention to terminate and the grounds for such termination, and Executive has not, within ten business days following receipt of an act constituting sexual harassment.such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated for Cause by the Company for Cause Board, which termination shall be effective immediately after the Board has provided Executive with a Notice of Termination (as defined below), and or by Executive may resign employment without Good Reason (as defined in Section 7(c)other than due to death or Disability). (ii) For purposes of this Agreement, “Cause” shall mean (A) If Executive’s willful failure to substantially perform Executive’s duties hereunder employment is terminated by the Company for Cause, or if Executive resigns without Good Reason (other than as a result of total or partial incapacity due to physical death or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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” terminationDisability), (B) Executive’s commission 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 nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation)Executive shall be entitled to receive: (A) accrued, but unpaid Base Salary, earned through the date of termination, payable in accordance with the Company’s usual payment practices; (DB) Executivereimbursement, within sixty (60) days following submission by Executive to the Company of appropriate supporting documentation, for any unreimbursed business expense properly incurred by Executive in accordance with the Company’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation policies prior to the date of Executive’s duties hereunder which is demonstrably injurious termination of employment; provided that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the financial condition Company within ninety (90) days following the date of Executive’s termination of employment; and (C) all amounts and benefits then or business reputation thereafter due to Executive under the then or thereafter applicable terms of any applicable plan, program, agreement, or arrangement of the Company or any of its subsidiaries (collectivelythe amounts described in clauses (A) through (C), the “Company GroupAccrued Rights”), (F) . Following such termination of Executive’s material breach of any written agreement with any member of employment by the Company Group, which is not cured within 30 days after receipt of the written notice from the Company (provided, however, breaches for Cause or by Executive of the Merger without Good Reason (other than due to death or Disability), except as set forth in this Section 8(a)(ii) and Section 12, Executive shall have no further right to any compensation or any other benefit under this Agreement, that certain Joinder attached to the 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 . (iii) For purposes of this clause (F) if committed in his individual capacity after Agreement, the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.terms:

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below)) without notice or payment in lieu of notice to Executive, and Executive may resign employment or shall terminate automatically upon Executive’s resignation without Good Reason (as defined other than due 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 Section 7(c))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) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result any material portion of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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), his duties; (B) Executive’s the commission of a material act in any fraud, misappropriation or misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to the performance Company, Toys Asia or any other subsidiaries or affiliates of Executive’s duties that Executive knows to be dishonest, the Company; (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of pleading guilty or nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operationor its substantive equivalent under Australian law), or fails to immediately notify the Company in the event that Executive is charged with or found guilty of any criminal offense which in the opinion of the Company may affect or may bring the Company or its Subsidiaries into disrepute or affects or may affect Executive’s ability to carry out his duties properly; (D) Executive’s willful malfeasance an act resulting or willful misconduct intended to result, directly or indirectly, in connection with Executive’s duties hereundermaterial gain or personal enrichment to the Executive at the expense of the Company, Toys Asia or any other subsidiaries or affiliates of the Company; (E) Executive’s willful act or omission in derogation any material breach of Executive’s fiduciary duties hereunder which is demonstrably injurious to the financial condition Company, Toys Asia or business reputation any other subsidiaries or affiliates of the Company as an employee or officer; (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 of its breach by Executive hereof or thereof if such failure or breach is reasonably likely to result in a material injury to the Company, Toys Asia or any other subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member or affiliates of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), Company; or (GJ) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentis precluded from working in Hong Kong for any reason.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement and The Company may terminate Executive’s employment hereunder may be terminated by the Company for Cause “Cause” (as defined below), ) at any time upon written notice to Executive and Executive may resign terminate Executive’s employment hereunder without “Good Reason Reason” (as defined in Section 7(c))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. 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 date of termination of Executive’s employment. (ii) For purposes of this Agreement, “Cause” shall mean means: (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following after written notice by the Company to Executive of such failure (provided, however, that it is expressly understood that the to 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 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 (x) to a felony under (or the laws equivalent of a felony in a jurisdiction other than the United States or any state thereof or States) other than traffic violations, (yC) a misdemeanor involving moral turpitude (other thanExecutive’s material breach of this Agreement that, in each caseto the extent curable, a crime arising from motor vehicle operation)is uncured by Executive promptly following receipt of written notice given by the Company of such breach, (D) Executive’s willful malfeasance material violation of the Company’s written policies of a nature that has a material detrimental impact on the Company or willful misconduct in connection with Executive’s duties hereunderits Affiliates and that, to the extent curable, is uncured by Executive promptly following receipt of written notice given by the Company of such breach; (E) Executive’s willful act fraud or omission in derogation of Executive’s duties hereunder which is demonstrably injurious embezzlement with respect to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), Affiliates; (F) Executive’s material breach misappropriation or misuse of any written agreement with any member of funds or property belonging to the Company Group, which or its Affiliates that 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 certain Joinder attached to the 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 more than de minimis in nature; (F) if committed in his individual capacity after Executive’s use of illegal drugs or misuse of prescription drugs that interferes with the closing performance of the Transaction), Executive’s duties hereunder; or (G) Executive’s commission gross misconduct, whether or not done in connection with employment, other than an action done in the good faith belief that it was in the best interests of an act constituting xxxxxxx xxxxxxx the Company, that adversely affects the business or willful commission reputation of an act constituting sexual harassmentthe Company, its Affiliates.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), ) and shall terminate automatically upon Executive’s resignation; provided that Executive may resign employment without will be required to give the Company at least 180 days advance written notice of such resignation for Good Reason (or such shorter period as defined otherwise may be mutually agreed by the Company and Executive in writing) or such longer period as may be provided under Section 7(c))7(f) hereof. (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful and continued failure to substantially perform Executive’s his material duties with respect to the Company or its subsidiaries as provided hereunder which continues beyond thirty (other than as 30) days after a result of total or partial incapacity due written demand for substantial performance is delivered to physical or mental illness) for a period of 30 days following written notice Executive by the Company to Executive of such failure (provided, 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” terminationCure Period”), ; (B) Executive’s commission of a the willful or intentional engaging by Executive in conduct that causes material act and demonstrable injury, monetarily or otherwise, to the Company, the Investors or their respective Affiliates (each as defined in the performance Third Amended and Restated 2004 Stock Option Plan for Key Employees of Executive’s duties that Executive knows to be dishonest, Visant Holding Corp. (“VHC”) and Its Subsidiaries (the “Plan”)); (C) during the course commission by Executive of Executive’s employment with the Company, Executive’s conviction of, or plea of nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), turpitude; or (D) a material breach of this Agreement or any of the 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 malfeasance position to the Board promptly following Executive’s receipt of the Company’s 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 willful misconduct annual incentive compensation opportunity (other than a general reduction in connection with 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) a substantial reduction in the Executive’s duties hereunderand responsibilities, (E) an adverse change in Executive’s willful act titles as set forth in Section 2 above or omission in derogation of Executive’s duties hereunder which is demonstrably injurious the assignment to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), duties or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.responsibilities substantially inconsistent with such titles; or

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s 's employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive's resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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 of a material act in the performance of Executive’s duties that Executive knows to be dishonest, Group; (C) during the course of Executive’s employment with the Company, Executive’s 's commission or conviction of, or plea of guilty or nolo contendere to, a crime constituting (xl ) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each casethis clause and Executive is subsequently acquitted of such felony or crime, a crime arising from motor vehicle operationthen 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 's willful malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be injurious to the Company Group; (E) Executive’s 's willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material or business reputation intangible asset of the Company Group (including, without limitation, Executive's willful and unauthorized use or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from 's confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; (provided, however, breaches 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 Merger AgreementCompany Group; provided, that certain Joinder attached a termination of Executive's employment for Cause that is susceptible to cure shall not be effective unless the Merger Agreement as Exhibit BCompany first gives Executive written notice of its intention to terminate and the grounds for such termination, 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 Executive has not, within ten business days following receipt of this clause (F) if committed in his individual capacity after the closing of the Transaction)such notice, or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement and The Executive’s 's employment hereunder may be terminated by the Company for Cause (as defined below), and or by Executive may resign employment without Good Reason 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 (as defined in Section 7(c))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 (Av) the Executive’s 's willful and continued failure to substantially perform Executive’s her duties hereunder with respect to the Company or its subsidiaries after thirty (other than as a result of total 30) days' written demand by her superior for substantial performance is made or partial incapacity due to physical or mental illnessdelivered, (w) for a period of 30 days following written notice willful misconduct by the Company to Executive involving dishonesty or breach of such failure 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, however, that it if any such Cause is expressly understood reasonably curable, the Company shall not terminate Executive's employment hereunder unless the Company first gives notice of its intention to terminate and the grounds of such termination, and the Executive has not, within thirty (30) days following receipt of 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 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 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 nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission was in derogation of Executive’s duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentCompany's best interests.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))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 Executive’s the material duties hereunder (other than reasonably required of Executive as a result an employee of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor crime involving fraud or moral turpitude (or any other thancrime 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 each casethis clause (C) and Executive is subsequently acquitted of such felony or crime, a crime arising from motor vehicle operationthen 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 malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunder, that would reasonably be expected to be materially injurious to the Company Group; (E) Executive’s willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any material tangible or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member willful and unauthorized use or disclosure of the Company Group, which is not cured within 30 days after receipt of the written notice from ’s confidential or proprietary information) that would reasonably be expected to be materially injurious to the Company Group; or (provided, however, breaches 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 Merger AgreementCompany Group; provided, that certain Joinder attached to the 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 a termination of this clause (F) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission employment for Cause that is susceptible to cure shall not be effective unless the Company first gives Executive written notice of an act constituting xxxxxxx xxxxxxx or willful commission its intention to terminate and the grounds for such termination, and Executive has not, within five business days following receipt of an act constituting sexual harassment.such notice, cured such Cause;

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), ) and Executive may resign employment shall terminate automatically upon Executive’s resignation without Good Reason (as defined in Section 7(cother than due 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) Executive’s willful and continued failure to substantially perform Executive’s his material duties with respect to the TRU Group as provided hereunder (other than as a result of total or partial any such failure resulting from incapacity due to physical or mental illnessillness resulting in a Disability) which continues beyond 10 days after a written demand for a period of 30 days following written notice substantial performance is delivered to Executive by the Company to Board, which demand specifically identifies the manner in which the Board believes that Executive of such failure (provided, however, that it is expressly understood that the Executive’s failure to meet performance targets or objectives for the Annual Bonus or otherwise shall has not constitute grounds for a “Cause” termination), performed his material duties; (B) Executive’s the commission of a any fraud, misappropriation or misconduct by Executive that causes demonstrable material act in injury, monetarily or otherwise, to the performance of Executive’s duties that Executive knows to be dishonest, Company or an affiliate; (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of pleading guilty or nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), turpitude; (D) Executive’s willful malfeasance an act resulting or willful misconduct intended to result, directly or indirectly, in connection with Executive’s duties hereunder, (E) Executive’s willful act material gain or omission in derogation of Executive’s duties hereunder which is demonstrably injurious personal enrichment to the financial condition or business reputation Executive at the expense of the Company or an affiliate; (E) any material breach of its subsidiaries (collectively, Executive’s fiduciary duties to the “Company Group”), or an affiliate as an employee or officer; (F) Executivea material violation of the Company’s Code of Ethical Standards, Business Practices and Conduct or any other material breach 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 agreement 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 hereof or thereof if such failure or breach is reasonably likely to result in a material injury to the Company or an affiliate. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive 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 Company Group, which is not cured within 30 days after receipt Board) at a meeting of the written Board called and held for such purpose (after reasonable notice from is provided to the Company (providedExecutive and the Executive is given an opportunity, howevertogether with counsel, breaches by Executive to be heard before the Board) finding that, in the good faith opinion of the Merger AgreementBoard, that certain Joinder attached to Cause exists and specifying the 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) if committed particulars thereof in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentdetail.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder (A) may be terminated by the Company for Cause with immediate effect and (as defined below), and Executive may resign employment without B) shall terminate automatically upon the effective date (following the Notice Period) of Executive’s resignation for any reason other than Good Reason (as defined in Section 7(c))Reason. (ii) For purposes of this Agreement, “Cause” shall mean (A) any material breach by Executive of any of Executive’s willful obligations under this Agreement or the RCA (as defined below); (B) the continued failure or refusal of Executive to substantially perform Executive’s the duties hereunder (other than reasonably required of Executive as a result an employee or service provider of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure Group; (provided, 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), (BC) Executive’s commission 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 or conviction of, or plea of guilty or nolo contendere to, a crime constituting (x1) a felony under the laws of the United States or any state thereof or (y2) a misdemeanor other crime involving fraud or moral turpitude (or any other thancrime related to the Company Group which is, in each caseor could reasonably be expected to be, a crime arising from motor vehicle operationmaterially injurious to the Company Group), ; (D) Executive’s willful malfeasance theft, dishonesty or willful other misconduct in connection with Executive’s duties hereunderthat is, or could reasonably be expected to be, injurious to the Company Group; (E) Executive’s willful act and unauthorized use, misappropriation, destruction or omission in derogation diversion of Executive’s duties hereunder which is demonstrably injurious to the financial condition any tangible or business reputation intangible asset of the Company or any of its subsidiaries Group (collectivelyincluding, the “Company Group”)without limitation, (F) Executive’s material breach of any written agreement with any member unauthorized use or disclosure of the Company Group’s confidential or proprietary information) that is, which is not cured within 30 days after receipt of the written notice from or could reasonably be expected to be, injurious to the Company (provided, however, breaches by Executive of the Merger Agreement, that certain Joinder attached to the 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 Group; (F) if committed in his individual capacity after the closing of the Transaction), any act(s) constituting employment discrimination or sexual harassment; or (G) use of illegal drugs, or Executive’s commission abuse of alcohol or prescription drugs, that impairs Executive’s ability to perform Executive’s duties or, as reasonably determined by the Board, otherwise makes Executive unfit to service an officer of the Company Group; provided, that, solely with respect to clauses (A), (B) and (E) above, a termination of Executive’s employment for Cause that is 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 constituting xxxxxxx xxxxxxx or willful commission omission. For the avoidance of an act constituting sexual harassmentdoubt, “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) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), ) and Executive may resign employment shall terminate automatically upon Executive’s resignation without Good Reason (as defined in Section 7(cother than due 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) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result any material portion of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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), his duties; (B) Executive’s the commission of a material act in any fraud, misappropriation or misconduct by Executive that causes demonstrable injury, monetarily or otherwise, to the performance of Executive’s duties that Executive knows to be dishonest, Company or an affiliate; (C) during the course of Executive’s employment with the Company, Executive’s conviction of, or plea of pleading guilty or nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), turpitude; (D) Executive’s willful malfeasance an act resulting or willful misconduct intended to result, directly or indirectly, in connection with Executive’s duties hereunder, (E) Executive’s willful act material gain or omission in derogation of Executive’s duties hereunder which is demonstrably injurious personal enrichment to Executive at the financial condition or business reputation expense of the Company or an affiliate; (E) any material breach of its subsidiaries (collectively, Executive’s fiduciary duties to the “Company Group”), or 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 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 or an affiliate. (iii) If Executive’s material breach employment is terminated by the Company for Cause, or if Executive resigns without Good Reason, Executive shall be entitled to receive: (A) a lump sum payment of the Base Salary that is earned by Executive but unpaid as of the date of Executive’s termination of employment, paid in accordance with the Company’s payroll practices, but in no event later than thirty (30) days following Executive’s termination of employment; (B) a lump sum payment of any written agreement Annual Bonus that is earned by Executive but unpaid as of the date of termination for the immediately preceding fiscal year, paid in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any member applicable deferred compensation arrangement with the Company); (C) reimbursement, within 30 days following submission by Executive to 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) such Employee Benefits, if any, as to which Executive may be entitled under the employee benefit plans of the Company Group, which is not cured within 30 days after receipt (the amounts described in clauses (A) through (D) hereof being referred to as the “Accrued Rights”). Following such termination of the written notice from Executive’s employment by the Company (provided, however, breaches for Cause or resignation by Executive of the Merger Agreementwithout Good Reason, that certain Joinder attached to the Merger Agreement except 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 set forth in this clause (F) if committed in his individual capacity after the closing of the TransactionSection 7(a)(iii), Executive shall have no further rights to any compensation or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentany other benefits under this Agreement.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The Employment Term and Executive’s employment hereunder may be terminated by the Company for Cause (as defined below), . The Employment Term and Executive may resign Executive’s employment without Good Reason (as defined in Section 7(c))shall terminate automatically upon the effective date of Executive’s resignation. (ii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s any act by Executive constituting a willful or deliberate act or failure to substantially perform Executive’s duties hereunder act which is committed in bad faith by the Executive which causes or can be expected to cause financial injury (other than as a result of total or partial incapacity due de minimus financial injuries) to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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)Company, (B) Executive’s commission of a material act willful malfeasance or willful misconduct, including dishonesty, in the performance of connection with Executive’s duties that Executive knows to be dishonestemployment duties, (C) during the course of Executive’s employment with theft, intentional misappropriation or embezzlement of property of the CompanyCompany or its affiliates or any act of fraud committed by Executive, (D) an act or acts on Executive’s conviction of, or plea of nolo contendere to, a crime part constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operationand such misdemeanor has or could have an adverse impact on the Company and its Affiliates), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive materially breached Executive’s willful act or omission in derogation of Executive’s fiduciary duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”)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 jeopardize (other than in a de minimus manner) Executive’s, the Company’s material breach of or the Sponsor’s ability to obtain or retain in good standing any written agreement with any member of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), necessary or desirable licenses or (G) Executive’s commission breach (other than a de minimus or inadvertent breach which, 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 8 of this Agreement or any similar corresponding provision applicable to Executive under a written agreement between Executive and the Company or its Subsidiaries from time to time; provided that, solely with respect to clauses (A), (B), (E), (F) and (G), to the extent the circumstances giving rise to Cause and the adverse consequences resulting therefrom are curable, Executive shall have an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassmentopportunity to cure such circumstances and consequences within 30 days after written notice from the Company.

By the Company For Cause or By Executive Without Good Reason. (i) This Agreement The CEO Term and Executive’s employment hereunder may be terminated (A) by the Company Board for Cause Cause, which termination shall be effective as specified in such Board vote or, if no date is specified, immediately after such Board vote and providing Executive with a Notice of Termination (as defined below), and or (B) by Executive may resign employment without Good Reason (as defined in Section 7(c)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 (other than due to death or Disability), Executive shall be entitled to receive in each case: (A) accrued, but unpaid Base Salary, earned through the date of termination, payable in accordance with the Company’s usual payment practices; (B) reimbursement, within sixty (60) days following submission by Executive to the Company of appropriate supporting documentation, for any unreimbursed business expense properly incurred by Executive in accordance with the Company’s policies prior to the date of termination; provided that claims for such reimbursement (accompanied by appropriate supporting documentation) are submitted to the Company within ninety (90) days following the date of termination; and (C) all amounts and benefits then or thereafter due to Executive under the then or thereafter applicable terms of any applicable plan, program, agreement, or arrangement of the Company Group (the amounts described in clauses (A) through (C) hereof, 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 due to death or Disability), except as set forth in this Section 7(a)(ii) and Section 11, Executive shall have no further right to any compensation or any other benefit under this Agreement. No termination shall be treated as for Cause without, prior to the termination, a Board hearing (with counsel present, if Executive so elects) and a majority Board vote (excluding, however, Executive, to the extent Executive is a member of the Board) approving termination for Cause. (iii) For purposes of this Agreement, “Cause” shall mean (A) Executive’s willful failure to substantially perform Executive’s duties hereunder (other than as a result of total or partial incapacity due to physical or mental illness) for a period of 30 days following written notice by the Company to Executive of such failure (provided, 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 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 nolo contendere to, a crime constituting (x) a felony under the laws of the United States or any state thereof or (y) a misdemeanor involving moral turpitude (other than, in each case, a crime arising from motor vehicle operation), (D) Executive’s willful malfeasance or willful misconduct in connection with Executive’s duties hereunder, (E) Executive’s willful act or omission in derogation of Executive’s duties hereunder which is demonstrably injurious to the financial condition or business reputation of the Company or any of its subsidiaries (collectively, the “Company Group”), (F) Executive’s material breach of any written agreement with any member of the Company Group, 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 certain Joinder attached to the 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) if committed in his individual capacity after the closing of the Transaction), or (G) Executive’s commission of an act constituting xxxxxxx xxxxxxx or willful commission of an act constituting sexual harassment.terms: