Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause (as hereinafter defined) at any time for upon notice to the Executive setting forth in reasonable detail the nature of such Cause, but in no event later than ninety (90) days following the date upon which at least two members of the Board (other than the Executive) became aware of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute “Cause.” For purposes for termination: (i) The Executive’s commission of any material fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of any material amount of money or other assets or property of the Company or any of its Affiliates; (ii) The Executive’s willful failure to perform, or gross negligence in the performance of, his duties and responsibilities to the Company and its Affiliates which remains uncured fifteen (15) business days after written notice of such failure specifying in reasonable detail the nature of such failure or negligence is given to the Executive by the Board; (iii) The Executive’s intentional material breach of any of the terms of this Agreement onlyor breach of his fiduciary duties to the Company and Affiliates (except where the breach of fiduciary duties is caused by the Executive’s Disability and except where such breach is exculpated under the Company’s articles of incorporation) which remains uncured fifteen (15) business days after written notice of such breach, “Cause” shall be defined specifying in reasonable detail the nature of such breach, is given to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or Executive by the Board; or (iv) The Executive’s conviction of, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or felony. The date of termination for Cause shall be the date specified in the notice given by the Board to the Executive. Following termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation to the Executive hereunder, other crime involving moral turpitude, or imprisonment than for any crime; payment of (5i) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; the Accrued Obligations and (6ii) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that Prior Year Bonus. The Accrued Obligations shall be payable in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least lump sum within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through following the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will The Prior Year Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more other senior executives of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder at any time and the Period of Agreement immediately for “Cause.” For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) the commission of (x) a felony or (y) a misdemeanor (excluding a xxxxx misdemeanor) involving dishonesty, fraud, financial impropriety, or moral turpitude; (ii) any knowing or deliberate violation of a requirement of the Xxxxxxxx-Xxxxx Act of 2002 or other material provision of the federal securities laws; (iii) willful neglect or willful misconduct in the performance discharge of your the Executive’s duties (after receiving written notice from the Board specifying the manner in which the Executive is alleged to have willfully failed properly to discharge the Executive’s duties and responsibilities hereunderafter having had the opportunity to cure such failure within thirty (30) days from receipt of such notice), (2iv) your material failure, refusal any willful conduct that could reasonably be anticipated to result in or inability materially contribute to (other than for reasons of disabilitywhether by act or by omission to act) to perform your duties and responsibilities hereunder or to carry out any lawful direction a violation by the Company of the CEO Permanent Injunction dated November 26, 2002 (the “Permanent Injunction”) or other orders binding on the BoardCompany issued by the Xxxxxxxxx Xxx X. Rakoff of the U.S. District Court of the Southern District of New York (the “Court”), or (3v) material breach by you of a material term the Executive of this Agreement, including any of the Employee Invention covenants contained herein. In the event that the Company asserts that grounds exist for termination with Cause, prior to such termination, it shall so notify the Executive and Non-Disclosure Agreement, or within fifteen (15) days shall afford the Executive a hearing before the Board regarding any other agreement between you and disputed facts. The Board shall make a final determination regarding the Company, (4) conviction existence of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation “Cause” upon completion of any statutory or fiduciary duty owed to the Company; such hearing, provided, however, that in any determination that “Cause” exists shall require an affirmative vote of two-thirds (2/3) of the event non-employee directors of a potential termination under subclauses 2the Company. If any such determination remains pending after such fifteen (15)-day period, 3, or 5 above, the Company shall be entitled to suspend the Executive’s duties (with full pay) pending determination of the existence of “Cause”; provided that such termination may period of suspension shall not occur until at least exceed thirty (30) days after the Company has provided you days. The Executive’s acts or omissions shall not be “willful” if conducted in good faith and with a detailed written notice reasonable belief that such conduct was in the best interests of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, . The following events or conditions shall constitute “Cause” shall be defined for termination: (i) the willful and continued failure of the Executive to include (1) material misconduct in the performance of your perform substantially his duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than any such failure resulting from Executive’s death or Disability) after a written demand by the Board for reasons of disability) substantial performance is delivered to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of his receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans Date of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination hereunder for Cause.

By the Company for Cause. During the Period of Employment , the Company may terminate Executive’s employment immediately for Cause in accordance with the following procedures The Company shall have the right give Executive written notice (“Notice of Cause for Termination”) of its intention to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes , setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement onlyon which it relies, “and stating the date, time and place of the Board Meeting to consider the termination for Cause” . The Board meeting shall be defined held not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Cause for Termination. Executive shall be given an opportunity, together with counsel, to include (1) material misconduct in be heard at the performance of your duties Board meeting. Executive’s termination for Cause shall be effective when and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction if a resolution is duly adopted at the Board meeting by a two‑thirds vote of the CEO or entire membership of the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, stating that in the event good faith opinion of a potential termination the Board, Executive conducted himself as described in the Notice of Cause for Termination, and that such conduct constitutes Cause under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after this Agreement. If Executive’s employment is terminated by the Company has provided you with a detailed written notice of the ground(s) for such potential terminationCause, and then only if in the reasonable determination of the CEO or the Board you have failed he shall be entitled to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you his: (i) your Base Salary accrued through the date Date of your termination, Termination; plus (ii) your accrued but unused vacation, (iiiAny unpaid award(s) under any earned, but unpaid, Bonus described Incentive Plan in Section 3(b) with respect an amount equal to that which the calendar year immediately preceding Executive would have received in the year in which your employment is terminated, based on the achievement Date of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board Termination occurs; plus (iii) All accrued vacation through his Date of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and Termination; and (iv) such All other vested benefits and payments to which you may be entitled by law or pursuant under the terms of the Company's employee benefit plans, subject to the benefit plans terms of the Company then such plans. Payment of all accrued amounts as set forth in effect (collectivelythis Section 10(b), the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Incentive Plan award amounts, shall be paid to you either uponin a lump sum within ten (10) days or no later than the first Company payroll date on or after Executive’s Date of Termination. Payment of all Incentive Plan award amounts, or as soon as administratively practicable followingif any, your termination of employment. Any Unpaid Bonus will shall be paid to you as soon as administratively practicable following otherwise provided under the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountIncentive Plan.

By the Company for Cause. The During the term hereof, the Company shall have may terminate the right to terminate your Executive’s employment hereunder under this Agreement for Cause at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed upon notice to the Company; provided, however, that Executive setting forth in reasonable detail the event nature of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationCause. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b)The following, as determined by the Board Parent Designated Officer in consultation with the Remuneration Committee in their reasonable judgment, shall constitute Cause for termination: (i) commission of Directorsa felony or any crime involving dishonesty or moral turpitude; (ii) commission of any fraud, theft, embezzlement, misappropriation of funds, material breach of fiduciary duty as an officer or director or serious act of dishonesty; (iii) repeated failure to follow the reasonable instructions of the Parent Designated Officer, which determination may occur failure is materially injurious to the Company or any of its Affiliates, individually or in the aggregate, and which failure does not cease within 15 days after written notice specifying such failure in reasonable detail is given to the Executive by jointly by the Parent Designated Officer and the Remuneration Committee; (iv) engaging in conduct likely to make the Company or any of its Affiliates subject to criminal liabilities, other than those arising from the Company’s normal business activities; or (v) willful engagement in any other conduct or gross negligence, in either before case that involves a material breach of fiduciary obligation on the part of the Executive as an officer or after your director or that could reasonably be expected to have a material adverse effect upon the business interests or reputation of the Company or any of its Affiliates. Upon the giving of notice of termination of the Executive’s employment under this Agreement for Cause, the Company shall have no further obligation or liability to the Executive, other than for the Accrued Rights, payable in accordance with Section 5(d)(i) below, the settlement of any LTI Award that had vested prior to the Executive’s termination of employment so that you (as determined in accordance with the following sentence) within 10 days following the termination of the Executive’s employment (subject to Sections 5(i) and 5(j) below), any obligations to make health insurance coverage available, at the Executive’s expense, under COBRA and as may have earned a Bonus described otherwise be set forth in Section 3(b) notwithstanding your termination 6 below. The LTI Award shall be deemed vested based on the number of employment following full Bonus Years elapsed in the calendar year for which the Bonus was earned but LTI Performance Period prior to the date of the Executive’s termination, with the payout value of the LTI Award based on actual Company performance for such determination (or an associated bonus payment) is made (Bonus Years; provided that if the “Unpaid Bonus”Executive’s termination of employment occurs prior to December 31, 2010, the Executive shall not be entitled to the vesting and settlement of the LTI Award, which shall instead be immediately forfeited and cancelled as of the date of such termination. In the event of any termination pursuant to this Section 5(c), and (iv) such other benefits and payments to which you may the Executive shall not be entitled by law or pursuant to receive any Annual Bonus after the benefit plans provision of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination notice of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company At the election of the Company, for Cause, provided that prior to a termination of Executive’s employment pursuant to subsection (iii), below, Executive shall have thirty (30) days to cure in all material respects such Cause event(s) following Executive’s receipt of written notice by the right to terminate your employment hereunder at any time for “Cause.” Company, which notice shall specifically identify the Cause upon which the termination is based and after Executive has been given such notice. For the purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) material misconduct in the performance of your duties and responsibilities hereunderExecutive’s conviction of, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of guilty or nolo contendere to, a felony or other a crime involving moral turpitude, (ii) Executive’s commission of any crime involving fraud or imprisonment for any crime; material dishonesty in connection with Executive’s employment by the Company, (5iii) your material Executive’s willful and repeated failure to comply with substantially perform his duties to the Company written policiesor material breach of this Agreement, including but not limited Executive’s continued participation in any Outside Activities after the Compensation Committee has notified Executive that such Outside Activities materially interfere or conflict with Executive’s duties hereunder. No act or failure to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code act shall be deemed “willful” for the purposes of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3this Agreement unless done, or 5 abovefailed to be done, such by Executive intentionally and in bad faith. Any termination may not occur until at least thirty for Cause shall be effected by a resolution of the majority of the disinterested members of the Board of Directors other than Executive (30or members of the Board of Directors appointed by Executive or an Affiliate (as defined below) of Executive) (the “Disinterested Board”). Prior to terminating Executive’s employment for Cause, the Disinterested Board shall deliver to Executive, within ten (10) days after the Company has provided you with occurrence of the act(s), omission(s), event(s) and/or circumstance(s) purportedly constituting Cause hereunder, a detailed written notice setting forth in sufficient detail the act(s), omission(s), event(s) and/or circumstance(s) the Disinterested Board believes in good faith constitute Cause to terminate Executive’s employment. In the event the Disinterested Board delivers to Executive the notice described in the preceding sentence, Executive shall be afforded an opportunity to meet with the Disinterested Board with counsel of Executive’s choosing, upon reasonable notice under the ground(s) for such potential terminationcircumstances, and then only if explain and defend any act(s), omission(s), event(s) and/or circumstances alleged by the Disinterested Board in the reasonable determination of written notice delivered to Executive to constitute grounds for a termination for Cause. If Executive has, and utilizes, such opportunity to be heard, the CEO or the Disinterested Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of shall promptly reaffirm that grounds for a termination for Cause pursuant exist or reinstate Executive to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounthis position hereunder.

By the Company for Cause. During the Period of Employment, the Company may terminate Executive’s employment immediately for Cause in accordance with the following procedures. The Company shall have the right give Executive written notice (“Notice of Cause for Termination”) of its intention to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes , setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement onlyon which it relies, “and stating the date, time and place of the Board meeting to consider the termination for Cause” . The Board meeting shall be defined held not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Cause for Termination. Executive shall be given an opportunity, together with counsel, to include (1) material misconduct in be heard at the performance of your duties Board meeting. Executive’s termination for Cause shall be effective when and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction if a resolution is duly adopted at the Board meeting by a two‑thirds vote of the CEO or entire membership of the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, stating that in the event good faith opinion of a potential termination the Board, Executive conducted himself as described in the Notice of Cause for Termination, and that such conduct constitutes Cause under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after this Agreement. If Executive’s employment is terminated by the Company has provided you with a detailed written notice of the ground(s) for such potential terminationCause, and then only if in the reasonable determination of the CEO or the Board you have failed he shall be entitled to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you his: (i) your Base Salary accrued through the date Date of your termination, Termination; plus (ii) your accrued but unused vacation, (iiiAny unpaid award(s) under any earned, but unpaid, Bonus described Incentive Plan in Section 3(b) with respect an amount equal to that which the calendar year immediately preceding Executive would have received in the year in which your employment is terminated, based on the achievement Date of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board Termination occurs; plus (iii) All accrued vacation through his Date of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and Termination; and (iv) such All other vested benefits and payments to which you may be entitled by law or pursuant under the terms of the Company's employee benefit plans, subject to the benefit plans terms of the Company then such plans. Payment of all accrued amounts as set forth in effect (collectivelythis Section 10(b), the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Incentive Plan award amounts, shall be paid to you either uponin a lump sum within ten (10) days or no later than the first Company payroll date on or after Executive’s Date of Termination. Payment of all Incentive Plan award amounts, or as soon as administratively practicable followingif any, your termination of employment. Any Unpaid Bonus will shall be paid to you as soon as administratively practicable following otherwise provided under the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountIncentive Plan.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at 1. If Executive commits any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or following, the Board, Company may terminate Executive's employment by written notice to Executive specifying the event(s) (3each of which shall constitute "Cause" for termination): a. continued failure to substantially perform Executive's duties after written notice and failure to cure within sixty (60) breach by you days; b. conviction of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, felony or any other agreement between you and engaging in misconduct that is materially injurious to the Company, (4) conviction of monetarily or plea of nolo contendere to, a felony to its reputation or other crime involving moral turpitudeotherwise, or imprisonment for any crimethat would damage Executive's ability to effectively perform Executive's duties; c. theft or dishonesty; d. intoxication while on duty; (5) your material or e. willful violation of Company policies or procedures after written notice and failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least cure within thirty (30) days after days. 2. If Executive's employment is terminated under this Section VI.D., Executive shall be entitled to receive all Base Salary and benefits to be paid or provided to Executive under this Agreement through the Date of Termination, and nothing more, subject to Section VI.D.3. and Section VI.D.4. 3. The Company, in its sole discretion, may agree to accept a full release of claims in favor of the Company has provided you with from Executive in return for which Company shall pay Executive a detailed written notice severance amount of six (6) months of Executive's Base Salary (payable periodically at the Company's regular payroll intervals, and commencing sixty (60) days following Executive's Termination) after Executive's execution of a full release of claims in favor of the ground(sCompany. Such release must be executed and become effective and any revocation period must expire within sixty (60) for such potential termination, and then only if in the reasonable determination days of the CEO Date of Termination (the "For Cause Release Period") in order for Executive to receive severance benefits under this Section VI.D.3. Nothing in this provision shall require Company to provide the six (6) months of severance or accept the Board you have failed to correct the behavior giving rise to such potential terminationrelease. 4. Notwithstanding All outstanding stock options, restricted stock, restricted stock units and any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company vested equity incentives shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year treated solely in accordance with Section 3(b)the terms of the award agreements to which the Company and Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, as determined all amounts contributed by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior Company to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to CAP for the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Executive that have vested shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following out in accordance with the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more terms of the performance milestones applicable CAP as in effect on the Date of Termination. Executive shall not be entitled to such Bonus amounts have been achieved, provided that following a Change in Control, if receive any unvested Company contributions to the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCAP.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following events or conditions shall constitute "Cause" for “Cause.” For purposes termination: (i) the willful and continued failure of this Agreement only, “Cause” shall be defined the Executive to include (1) material misconduct in the performance of your perform substantially his duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive's death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed his duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of his receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of his receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive's employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination. Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Discretionary Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (Date of Termination hereunder for Cause or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountMaterial Adverse Event.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board of Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures of the ground(ssame or substantially similar type having occurred within twelve (12) for such potential termination, and then only if in the reasonable determination months of the CEO or first instance under this provision, or (ii) any breach by Executive of the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence or any other activities that would potential subject the Company to criminal or civil liabilities; or (iv) engagement in illegal drug use or abuse of alcohol or prescription drugs that, in the event good faith opinion and sole discretion of a the Board, prevents Executive from performing his duties, or (v) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vi) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits pursuant to Section 3(c) through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Employee for Cause (as defined below), at any time for “Cause.” during the Employment Period. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Employee’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Employee under this Agreement after receiving written policiesnotice and allowing Employee ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board of Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Employee and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Employee of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board of Directors, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Employee; or a determination by the Board, after consideration of all available information, that Employee has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Employee from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Employee; or (vii) willful misconduct, recklessness or gross negligence by the Employee in respect of the duties or obligations of the Employee under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Employee in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Employee for Cause. If an Employee is terminated for Cause, the Employee shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board of Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board of Directors, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause, which termination shall take immediate effect. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation hereunder to the right to terminate your employment hereunder at Executive, other than for Final Compensation. Any Equity Awards that are unvested will be forfeited, and any time for “Cause.” Equity Awards that are vested but unexercised will expire on the earlier of one year after the Termination Date or the stated expiration date (if not earlier exercised). For purposes of this Agreement onlyand any Equity Awards with respect hereto, “Cause” shall be defined to include means the Executive’s (1i) material misconduct in the performance of your duties and responsibilities hereundercommission of, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere guilty or no contest to, a felony or other crime involving moral turpitudeturpitude (ii) commission of any other act involving willful malfeasance or material fiduciary breach with respect to the Company or an Affiliate; (iii) conduct that brings or is reasonably likely to bring the Company or an Affiliate negative publicity or into public disgrace, embarrassment, or imprisonment for any crimedisrepute; (5iv) your gross negligence or willful misconduct with respect to the Company or an Affiliate; (v) material failure violation of state or federal securities laws; (vi) material violation of the Company’s written policies or codes of conduct that have been provided to comply with Company written policiesExecutive, including but not limited written policies related to Equal Employment Opportunity discrimination, harassment, performance of illegal or unethical activities, and Harassment policiesethical misconduct, Professional Conduct policyor (vii) theft, and/or Code of Business Conduct and Ethics policy; and (6) your violation material dishonesty, or falsification of any statutory documents or fiduciary duty owed records related to the Company; providedCompany or any Affiliate. Provided, however, that in the case of clauses (ii) through (vii) of the foregoing definition there shall be no determination of Cause hereunder unless the Executive has been given (a) written notice from the CEO stating the specific event asserted to constitute Cause and, solely to the extent curable, a reasonable manner of a potential termination under subclauses 2, 3, or 5 above, curing such termination may not occur until at least thirty (30) event within 60 days after the Company has provided you with knowledge of such event (such notice, a detailed written notice of the ground(s“Company Notice”) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(bb), as determined by the Board if curable, a period of Directors, which determination may occur either before 30 days following receipt of such notice to remedy or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior otherwise cure such event and fails to the date remedy or otherwise cure such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) event within such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any 30 day time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountperiod.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as President and Chief Executive Officer of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive the Company referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon delivery of written notice to the Executive. The following, as determined in the Company’s reasonable discretion, shall constitute Cause for “Cause.” For purposes termination: (i) The Executive’s failure to perform her duties and responsibilities to the Company or any of its Affiliates that are consistent with Executive’s title and authorities; (ii) The Executive’s material breach of any of the provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other written agreement between you the Executive and the CompanyCompany or any of its Affiliates, resulting in material harm to the Company or any of its Affiliates; or (4iii) conviction The Executive’s material breach of any fiduciary duty that the Executive has to the Company or plea any of nolo contendere toits Affiliates; (iv) The Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm to the business, interests or reputation of the Company or any of its Affiliates; (v) The Executive’s commission of a felony or other crime involving moral turpitude; or (vi) The Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or other substantial misconduct with respect to the Company or any of its Affiliates. Any termination of the Executive’s employment for bases set forth in clauses (i), (ii), (iii), or imprisonment (iv) shall not constitute a termination for any crime; (5) your material failure to comply with Cause unless the Company shall have provided written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed notice to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive no later than thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for from Executive’s act or omission constituting Cause setting forth in reasonable detail such potential terminationacts or omissions, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct the behavior giving rise to cure such potential terminationacts or omissions within thirty (30) days following receipt of written notice. Notwithstanding any other provision of this Agreement, in In the event of a termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your Base Salary through the date of your terminationExecutive under this Agreement, (ii) your accrued but unused vacation, (iii) other than for any earned, but unpaid, Bonus Final Compensation due to the Executive. Other than business expenses described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b5(a)(iii), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Final Compensation shall be paid to you either upon, or as soon as administratively practicable following, your the Executive at the time prescribed by applicable law and in all events within thirty (30) days following the date of termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right Executive’s employment for Cause upon notice to terminate your employment hereunder at any time for “the Executive setting forth in reasonable detail the nature of the Cause.” . For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include mean the occurrence of any of the following, as determined by the Board in its reasonable judgment: (1i) a willful and material misconduct act of dishonesty by the Executive in connection with the performance of your the Executive’s duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction as an employee of the CEO or Company; (ii) the BoardExecutive’s conviction of, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of guilty or nolo contendere to, a felony or other any crime involving fraud, embezzlement or any willful act of moral turpitude, or imprisonment for any crimea material violation of a federal or state law by the Executive, that the Board reasonably determines has had or is reasonably likely to have a materially detrimental effect on the Company’s reputation or business; (5iii) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code the Executive’s gross misconduct in the performance of Business Conduct and Ethics policy; and (6) your violation the Executive’s duties as an employee of any statutory or fiduciary duty owed to the Company; provided(iv) the Executive’s willful and material unauthorized use or disclosure of any proprietary information or trade secrets of the Company that materially damages the Company or any other party to whom the Executive owes an obligation of nondisclosure as a result of the Executive’s relationship with the Company; (v) the Executive’s willful and material breach of any obligations under any written agreement or covenant with the Company, howeverincluding this Agreement; or (vi) the Executive’s continued willful and substantial failure to perform the Executive’s employment duties (other than a result of the Executive’s death or Disability) after notice. Cause shall not exist unless, in any case, the Executive has first received a written notice from the Board that in sets forth the event factual basis for the Board’s determination as to any behavior or occurrence claimed as Cause and the Executive fails to cure such claimed behavior or occurrence, if curable, to the reasonable satisfaction of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty majority of the Board within ten (3010) business days after receiving such written notice, in which case the Company has provided you with a detailed written notice Executive’s termination date will be the expiration date of the ground(s) for such potential terminationcure period, and then only if in the reasonable determination any. For purposes of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated no act or failure to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based act on the achievement Executive’s part shall be considered “willful” unless it is done or omitted to be done by the Executive in bad faith and without reasonable belief that the act or failure to act was in the best interest of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The This Agreement may be terminated by the Company shall have the right to terminate your employment hereunder at any time for “Cause” at any time.” (i) For the purposes of this Agreement onlyhereunder, the term “Cause” shall be defined to include mean the following: (a) Executive’s material (1) material misconduct in intentional falsification of the performance books and records of your duties and responsibilities hereunderthe Company, (2) your material failure, refusal misappropriation or inability (other than for reasons embezzlement of disability) to perform your duties and responsibilities hereunder funds or to carry out any lawful direction property of the CEO or the BoardCompany, (3) breach by you of a material term of this Agreement, attempt to obtain any personal profit from any transaction in which the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Executive has an interest that is adverse to the Company, (4) breach of the duty of loyalty and fidelity to the Company, or (5) other similar material dishonesty with respect to the Company; (b) any intentional or grossly negligent act or omission that causes the Company to be in violation of governmental regulations that subjects the Company either to material sanctions by governmental authority or to material civil liability to its employees or third parties; (c) material breach of any material provision of this Agreement by the Executive that, if subject to cure, is not cured within fifteen (15) days after receiving written notice thereof; (d) material neglect or refusal to perform the duties assigned to the Executive pursuant to this Agreement that, if subject to cure, is not cured within fifteen (15) days after receiving written notice thereof; (e) conviction of of, or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crimefelony; (5f) your material failure to comply gross or willful misconduct of Executive with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed respect to the CompanyCompany that, if subject to cure, is not cured within fifteen (15) days after receiving written notice thereof; provided, however, that or (g) in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until the “Laredo Business” fails to generate “Modified Gross Profit Contribution” at least thirty (30) days after the Company has provided you with a detailed written notice equal to 50% of the ground(s) “Base Targeted Amount” for such potential termination, and then only if in any given Earn-Out Period as determined on the reasonable determination applicable Earn-Out Payment Date. Upon termination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination Executive’s employment hereunder for Cause pursuant to this paragraphas specified in subsection (i)(a) – (i)(g) above, the Company shall only be obligated have no further obligation or liability to pay you Executive under this Agreement other than the payment of (i) your Base Salary through earned but unpaid at the date of your termination, (ii) your any unpaid accrued but unused vacationbenefits of the Executive, and (iii) reimbursement for any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year expenses for which the Bonus was earned but prior Executive shall not have been reimbursed as provided in Article 2. The Company shall pay such amounts to Executive not later than 10 days after the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company shall have the right right, upon written notice thereof to the Employee, to terminate your Employee’s employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined prior to include the close of business on March 31, 2012 in the following circumstances: (1i) The Employee (a) Fails or refuses in any material misconduct respect to perform any duties, consistent with his position, assigned to him by the President or CEO; (b) Is grossly negligent in the performance of your his duties and responsibilities hereunder; (c) Commits of any act of fraud, (2) your material failuremisappropriation of funds, refusal embezzlement or inability (other than for reasons of disability) dishonesty with respect to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, ; (4d) conviction Is convicted of or plea of nolo contendere to, a felony or other crime involving moral turpitudecriminal violation, which, in the reasonable judgment of the Company, could materially impair the Company from substantially meeting its business objectives; or (e) Engages in any other intentional misconduct adversely affecting the business or imprisonment for any crime; affairs of the Company in a material manner. The term “intentional misconduct adversely affecting the business or affairs of the Company” shall mean such misconduct that is detrimental to the business or the reputation of the Company as it is perceived both by the general public and the biotechnology industry. (5ii) your material failure With respect to comply with Company written policies, including but not limited matters referred to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; in (i)(a) and (6b) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may should the Employee not occur until at least thirty cure the cause within (30) days after the Company has provided you with a detailed of receipt of written notice thereof (the “Cure Period”), the Employee’s employment shall terminate at the close of business on the last day of the ground(s) for such potential Cure Period. During said Cure Period, the Employee’s salary and benefits shall continue. Following termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraphhowever, the Company Employee shall only not be obligated entitled to pay you (i) your Base Salary any further salary or benefits other than those previously accrued but unpaid through the date of your termination. With respect to matters referred to in (i)(c-e) above, (ii) your the Employee may be terminated immediately and shall not be entitled to payment of any further salary or benefits other than those previously accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to unpaid through the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his or her accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have Company, upon a majority vote of the right Board of Directors after notice to Employee (as described below) and advice of independent legal counsel, may terminate your Employee’s employment hereunder at any time immediately for “Cause.,” For purposes which shall mean and be limited to the following: a) Willful, habitual and continued unavailability to act or respond on behalf of this Agreement onlythe Company; b) Willful misconduct or fraud; c) Conviction, “Cause” shall be defined to include by a court of competent jurisdiction, of a felony (1) material misconduct whether or not committed during the term hereof or in the performance course of your duties employment hereunder); d) Willful, continued, and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code observe or perform the duties of Business Conduct and Ethics policyhis employment hereunder; and (6and e) your violation of any statutory or fiduciary duty owed Willfully acting in a manner materially adverse to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice best interests of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant With regard to this paragraphSection 3.3, the Company shall only first provide Employee with 45 days written notice of such alleged misconduct, including a specific description of such breach, failure, or neglect of duty or obligation sufficient to allow Employee an opportunity to correct such noted problems. Employee shall not be obligated terminated under paragraph 3.3 unless, after the notice period expires, Employee continues to fail to satisfactorily perform his duties. Prior to any vote regarding misconduct, Employee will be given the opportunity to appear before the Board, with his legal counsel, to present any relevant information he believes the Board should consider in making such a decision. Nothing herein shall prevent or prohibit the Board from temporarily suspending the Employee from his duties, with pay you (i) your Base Salary through as specified herein, for the date period of your terminationtime after which the Board determines that “Cause” may exist but before the date, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect following the expiration of the notice period provided to the calendar year immediately preceding the year in Employee as set forth above, on which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which has made a final determination may occur either before that “Cause” does or after your termination of employment so that you may have earned does not exist (a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid BonusTemporary Suspension”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. During the Period of Employment, the Company may terminate Executive’s employment immediately for Cause in accordance with the following procedures. The Company shall have the right give Executive written notice (“Notice of Cause for Termination”) of its intention to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes , setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement onlyon which it relies, “and stating the date, time and place of the Board meeting to consider the termination for Cause” . The Board meeting shall be defined held not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Cause for Termination. Executive shall be given an opportunity, together with counsel, to include (1) material misconduct in be heard at the performance of your duties Board meeting. The Executive’s termination for Cause shall be effective when and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction if a resolution is duly adopted at the Board meeting by a two‑thirds vote of the CEO or entire membership of the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, stating that in the event good faith opinion of a potential termination the Board, Executive conducted himself as described in the Notice of Cause for Termination, and that such conduct constitutes Cause under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after this Agreement. If Executive’s employment is terminated by the Company has provided you with a detailed written notice of the ground(s) for such potential terminationCause, and then only if in the reasonable determination of the CEO or the Board you have failed he shall be entitled to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you his: (i) your Base Salary accrued through the date Date of your termination, Termination; plus (ii) your accrued but unused vacation, (iiiAny unpaid award(s) under any earned, but unpaid, Bonus described Incentive Plan in Section 3(b) with respect an amount equal to that which the calendar year immediately preceding Executive would have received in the year in which your employment is terminated, based on the achievement Date of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board Termination occurs; plus (iii) All accrued vacation through his Date of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and Termination; and (iv) such All other vested benefits and payments to which you may be entitled by law or pursuant under the terms of the Company's employee benefit plans, subject to the benefit plans terms of the Company then such plans. Payment of all accrued amounts as set forth in effect (collectivelythis Section 10(b), the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Incentive Plan award amounts, shall be paid to you either uponin a lump sum within ten (10) days or no later than the first Company payroll date on or after Executive’s Date of Termination. Payment of all Incentive Plan award amounts, or as soon as administratively practicable followingif any, your termination of employment. Any Unpaid Bonus will shall be paid to you as soon as administratively practicable following otherwise provided under the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountIncentive Plan.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon delivery of written notice to the Executive. The following, as determined in the Company’s reasonable discretion, shall constitute Cause for “Cause.” For purposes termination: (i) The Executive’s failure to perform her duties and responsibilities to the Company or any of its Affiliates that are consistent with Executive’s title and authorities; (ii) The Executive’s material breach of any of the provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other written agreement between you the Executive and the CompanyCompany or any of its Affiliates, resulting in material harm to the Company or any of its Affiliates; or (4iii) conviction The Executive’s material breach of any fiduciary duty that the Executive has to the Company or plea any of nolo contendere toits Affiliates; (iv) The Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm to the business, interests or reputation of the Company or any of its Affiliates; (v) The Executive’s commission of a felony or other crime involving moral turpitude; or (vi) The Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or other substantial misconduct with respect to the Company or any of its Affiliates. Any termination of the Executive’s employment for bases set forth in clauses (i), (ii), (iii), or imprisonment (iv) shall not constitute a termination for any crime; (5) your material failure to comply with Cause unless the Company shall have provided written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed notice to the Company; providedExecutive no later than fifteen (15) days from Executive’s act or omission constituting Cause setting forth in reasonable detail such acts or omissions, however, that in and the Executive shall have failed to cure such acts or omissions within fifteen (15) days following receipt of ​ ​ written notice. In the event of a potential termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation or liability to the Executive under subclauses 2this Agreement, 3other than for any Final Compensation due to the Executive. Other than business expenses described in Section 5(a)(iii), or 5 above, such termination may not occur until Final Compensation shall be paid to the Executive at least the time prescribed by applicable law and in all events within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through following the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The At the election of the Company shall have for Cause (as defined below). For the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement onlySection 4.1, “Cause” shall be defined to include (1) material misconduct in mean the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out occuranceof any lawful direction of the CEO following: (i) the Executive’s commission of, or plea of “guilty” or “no contest” to any felony under the Boardlaws of the United States or any state or any crime involving fraud, dishonesty or moral turpitude; (3ii) the Executive’s participation in a fraud, act of dishonesty or other act of gross misconduct that adversely affect the Company; (iii) conduct by the Executive that demonstrates the Executive’s gross unfitness to serve; (iv) the Executive’s violation of any statutory or fiduciary duty, or duty of loyalty, owed to the Company; (v) the Executive’s material breach by you of a material any term of this Agreement, any contract between the Employee Invention and Non-Disclosure Agreement, or any other agreement between you Executive and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity this agreement and Harassment policies, Professional Conduct policy, and/or Code of the Business Conduct and Ethics policyProtection Agreement; and (6vi) your the Executive’s material violation of any statutory Company policy, rule or fiduciary duty owed instruction, and/or (vii) Executive’s continuing failure to perform assigned lawful duties after receiving written notification of the failure from the Company; provided, however, that in . Prior to a termination of the event of a potential termination under subclauses 2, 3, Executive’s employment pursuant to clause (v) or 5 clause (vi) above, such termination may not occur until at least the Executive shall have thirty (30) days to cure in all material respects such Cause event(s) (to the extent such event(s) is capable of being cured by Executive) following the Executive’s receipt of written notice by the Company, which notice shall specifically identify the Cause upon which the termination is based and after the Executive has been given such notice. The Executive shall be considered to have been discharged for “Cause” if (based on a final, unappealable judicial determination) the Executive has resigned from the Company has provided you with a detailed written notice of the ground(swithout Good Reason (as defined in Section 4.3) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of avoid a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so an event that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but occurred prior to the date such determination resignation (or but not an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to event about which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or had actual knowledge for more of the performance milestones applicable than ninety (90) days prior to such Bonus amounts have been achieved, provided that following resignation). Whether a Change in Control, if the Board of Directors has at any time determined (whether such determination termination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination for Cause shall be decided by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountin its sole and exclusive judgment and discretion.

By the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause (as defined below) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. In the event of such termination, the Company shall have no further obligation to the right to terminate your employment hereunder at any time Executive, other than for “Cause.” payment of Base Salary earned but not paid through the date of termination. For purposes of this Agreement onlyAgreement, “Cause” shall be defined mean (i) willful failure or refusal to include perform the Executive’s duties as President and Chief Executive Officer of the Company after written notice from the Board; (1ii) material willful misconduct or gross negligence in the performance of your the Executive’s duties and responsibilities hereunder, to the Company or an Affiliate that has an adverse effect on the Company or its Affiliates after receipt of at least one warning from the Company; (2iii) your material failure, refusal intentional breach of a written covenant with or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction written policy of the CEO Company relating to the use and preservation of intellectual property and/or confidentiality; (iv) being impaired by or under the Boardinfluence of alcohol, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreementillegal drugs, or controlled substances while working or while on the property of the Company or any other agreement between you and the Company, of its Affiliates; (4v) conviction of or plea of nolo contendere toto a felony; or (vi) dishonest, a felony or other crime involving moral turpitudedisloyal, or imprisonment for any crime; illegal conduct or gross misconduct that materially and adversely affects the Executive’s performance or the reputation or business of the Company (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your it being agreed that a xxxxx offense or a violation of any statutory or fiduciary duty owed to the Company; motor vehicle code shall not constitute Cause) provided, however, that in prior to the event of a potential termination determination that “Cause” under subclauses 2clause (i), 3(ii), (iii), (iv), or 5 above(vi) of this Section 5(c) has occurred, the Board shall (x) provide to the Executive in writing, in reasonable detail, the reasons for the determination that such termination may not occur until at least “Cause” exists, (y) afford the Executive a thirty (30) days after calendar day opportunity to remedy any such breach, if such breach is capable of being remedied during such thirty (30) calendar day period, and (z) provide Executive an opportunity to be heard prior to the Company has provided you with a detailed written notice of final decision to terminate the ground(s) Executive’s employment hereunder for such potential termination“Cause.” Notwithstanding the preceding sentence, and then only if in the reasonable determination of the CEO or the Board you have failed to correct may terminate the behavior giving rise to Executive without any advance notification if the “Cause” event is incapable of reasonably prompt cure or if the Board determines that its fiduciary duty requires such potential termination. Notwithstanding The Board shall make any other provision decision that “Cause” exists in good faith. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that her/his action or omission was in the event best interests of the Company or any successor or affiliate. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company, or any successor or affiliate, shall be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of the Company, or any successor or affiliate thereof. In addition, the Executive’s employment shall be deemed to have terminated for Cause if, based on facts and circumstances discovered within six (6) months before or after the employment termination, the Board determines in reasonable good faith, after appropriate investigation and an opportunity for the Executive to be interviewed by a subcommittee of the independent Board members or its representative, that the Executive committed an act during his employment that would have justified a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCause.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” upon thirty (30) days’ prior written notice. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Chief Executive Officer or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, Agreement or the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, Company and (4) conviction of or plea of nolo contendere contendere, to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2for Causes 1, 3, 2 or 5 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential the termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to to, such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounteffect.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be which is hereby defined as: (i) the Executive’s willful failure to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability perform (other than for reasons by reason of disability) his/her duties to the Company or any of its Affiliates and the continuation of such failure for a period of ten (10) days after the delivery of written notice to the Executive; (ii) the Executive’s willful failure to perform your duties and responsibilities hereunder or to carry out (other than by reason of disability) any lawful direction and reasonable directive of the CEO or that continues for a period of ten (10) days after being given written notice of such failure; (iii) the Board, (3) breach by you commission of a Employment Agreement material term act of this Agreementfraud, embezzlement or theft by the Employee Invention and Non-Disclosure AgreementExecutive with respect to the Company or any of its Affiliates; or (iv) the conviction of the Executive of, or any other agreement between you and plea by the Company, (4) conviction of or plea Executive of nolo contendere to, a any felony or any other crime involving dishonesty or moral turpitude. “Cause” for termination will not exist unless and until the Company has provided the Executive with ten (10) days’ prior written notice (given in accordance with the requirements of Section 13.4 below) specifically detailing the facts and circumstances giving rise to the claimed event of Cause, which must be given within sixty (60) days of the date the Company has knowledge of those facts and circumstances. If the Executive has not cured the facts and circumstances giving rise to the claimed basis for Cause, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but those facts and circumstances are not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3curable, or 5 aboveif the claimed basis for Cause is not disputed in writing by the Executive during the cure period, such termination the Company may not occur until at least thirty terminate the Executive’s employment for Cause within ten (3010) days after the Company has provided you with a detailed written notice end of such cure period by the ground(s) for such potential termination, delivery of Notice of Termination (as defined below). If the facts and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior circumstances giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination claimed basis for Cause pursuant are cured within the cure period, Cause shall be deemed not to exist. Anything to the contrary in this paragraphAgreement notwithstanding, upon the giving of notice of termination of the Executive’s employment hereunder for Cause, the Company and its Affiliates shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for Base Salary earned but unpaid through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to . Without limiting the calendar year immediately preceding the year in which your employment is terminated, based on the achievement generality of the performance milestones established for such calendar year in accordance with Section 3(b)foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The by the Executive without Good Reason, Non-Renewal by the Executive, or Due to Executive’s Death or Disability. (a) If during the Term: (i) the Company terminates the Executive’s employment with the Company for Cause (as defined below) upon written notice from the Board; (ii) the Executive terminates employment without Good Reason upon sixty (60) days’ advance written notice; (iii) the Executive’s employment terminates due to the Executive giving the Company written notice of his election not to renew the Term pursuant to Section 2 of this Agreement; or (iv) the Executive’s employment terminates due to the Executive’s death or Disability, the Executive shall have be entitled to receive the right following in a lump sum within thirty (30) days following such termination, or as soon as practicable under the terms and conditions of the applicable plan: (A) the Executive’s accrued but unpaid Base Salary through the date of the Executive’s termination; (B) any employee benefits that the Executive is entitled to terminate your employment hereunder at receive upon termination pursuant to the terms of any time for benefit, compensation, incentive, equity or fringe benefit plans of the Company (other than any severance plan) in accordance with the terms of the applicable plans; (C) the unpaid portion of the Bonus, if any, relating to any calendar year prior to the calendar year of the Executive’s termination, payable in accordance with Section 4.2(b); (D) expenses reimbursable under Section 4.4 incurred but not yet reimbursed to the Executive as of the date of termination (such payments, rights and benefits referred to in clauses (A)-(D) of this Section 5.1(a) are collectively referred to hereinafter as the “CauseAccrued Benefits”).” (b) For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means, (1a) material the Executive’s indictment, conviction or plea of nolo contendere for a felony or conviction or plea of nolo contendere of any crime involving dishonesty or theft; (b) the Executive’s conduct in connection with the Executive’s employment duties or responsibilities that is fraudulent, unlawful or grossly negligent; (c) the Executive’s willful misconduct in the performance of your his employment duties and responsibilities hereunder, or responsibilities; (2d) your the Executive’s contravention of specific lawful directions related to a material failure, refusal duty or inability responsibility which is directed to be undertaken from the Board; (other than for reasons of disabilitye) to perform your duties and responsibilities hereunder or to carry out any lawful direction the Executive’s material breach of the CEO or the Board, (3) breach by you of a material term of Executive’s obligations under this Agreement, including, but not limited to, breach of the Employee Invention and Non-Disclosure Agreement, Executive’s restrictive covenants set forth in Section 6 hereof; (f) any acts of dishonesty by the Executive resulting or any other agreement between you and intending to result in personal gain or enrichment at the expense of the Company, its subsidiaries or affiliates; or (4g) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material the Executive’s failure to comply with Company a material written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code policy of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company, its subsidiaries or affiliates; provided, however, that none of the events described in clauses (d), (e) or (g) of this sentence shall constitute Cause unless and until (x) the Board reasonably determines in good faith that a Cause event has occurred, (y) the Board notifies the Executive in writing describing in reasonable detail the event which constitutes Cause within five (5) days of a potential termination under subclauses 2its occurrence, 3and (z) if the grounds for Cause are reasonably curable, or 5 above, the Executive fails to cure such termination may not occur until at least thirty event within five (305) days after the Company has provided you with a detailed Executive’s receipt of such written notice notice. For purposes of clause (c) of the ground(s) for such potential terminationprior sentence, and then only if no act or failure to act by the Executive shall be considered “willful” unless it is done, or omitted to be done, in bad faith or without a reasonable belief that the Executive’s action or omission was in the reasonable determination best interests of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder under this Agreement at any time for “Cause (as defined in Section 4(e)) and shall provide written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding the foregoing, in no event shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within sixty (60) days of when the Company learns of the act or conduct that constitutes Cause and the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause.” For purposes . In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disabilitySections 5 through 15 hereof) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the CompanyTerm shall be terminated; provided, however, that such termination shall not divest the Executive of any previously vested benefit or right unless the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In the event that such termination occurs during the Initial Employment Term, Executive shall upon termination make a payment to the Company of an amount equal to (i) the Initial Salary less (ii) the quotient of (A) the Initial Salary and (B) the number of days that would have otherwise remained in the Initial Employment Term. In the event of a potential termination under subclauses 2, 3, or 5 above, such termination may occurs during the Subsequent Employment Term, the Executive shall be entitled to payment of the Executive’s earned and unpaid Salary being paid on a bi-monthly basis to the date of termination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with and payable at the same time set forth in, the Company’s policy (but not occur until at least later than thirty (30) days after the Company has provided you with a detailed written notice date of the ground(s) for such potential termination), and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any unreimbursed medical, dental and other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year employee benefit expenses payable in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus Company’s applicable employee benefit plans (the payments and benefits described in Section 3(bthis subsection (a) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior herein after referred to the date such determination (or an associated bonus payment) is made (as the “Unpaid BonusStandard Termination Payments”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder for Cause at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed upon notice to the Company; provided, however, that Executive setting forth in reasonable detail the event nature of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) Cause. The following events shall constitute Cause for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you : (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any The final written determination by the Board of Directors of the amount Company, after 30 days' prior written notice to the Executive and the opportunity for the Executive to be heard by the Board of Bonus payable shall be made without Directors, that the Executive has materially failed to perform his duties and responsibilities to the Company or any exercise of negative discretion its Affiliates (other than by reason of disability), or acted in a materially negligent manner with respect to his duties and responsibilities to the Company or any of its Affiliates; (ii) The final written determination by the Board of Directors of the Company, after 30 days' prior written notice to reduce the Executive and the opportunity for the Executive to be heard by the Board of Directors, that the Executive has materially breached any material provision of this Agreement or any other agreement with the Company or any of its Affiliates; (iii) The commission of fraud, embezzlement or theft by the Executive with respect to the Company or its Affiliates; or (iv) The commission by the Executive of any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive's employment hereunder for Cause, the Company shall have no further obligation to the Executive hereunder, other than for (i) the Base Salary earned but not paid through the Separation Date, (ii) pay for any vacation time earned but not used through the Separation Date, (iii) any Bonus amountfor the fiscal year preceding the year in which the Separation Date occurs that was earned but had not yet been paid; and (iv) any business expenses incurred by the Executive but that had not yet been reimbursed on the Separation Date, provided that such expenses and the required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy Final Compensation.

By the Company for Cause. During the Period of Employment, the Company may terminate Executive’s employment immediately for Cause in accordance with the following procedures. The Company shall have the right give Executive written notice (“Notice of Cause for Termination”) of its intention to terminate your Executive’s employment hereunder at any time for “Cause.” For purposes , setting forth in reasonable detail the specific conduct of Executive that it considers to constitute Cause and the specific provision(s) of this Agreement onlyon which it relies, “and stating the date, time and place of the Board meeting to consider the termination for Cause” . The Board meeting shall be defined held not less than ten (10) and not more than twenty (20) business days after Executive receives the Notice of Cause for Termination. Executive shall be given an opportunity, together with counsel, to include (1) material misconduct in be heard at the performance of your duties Board meeting. Executive’s termination for Cause shall be effective when and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction if a resolution is duly adopted at the Board meeting by a two‑thirds vote of the CEO or entire membership of the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, stating that in the event good faith opinion of a potential termination the Board, Executive conducted herself as described in the Notice of Cause for Termination, and that such conduct constitutes Cause under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after this Agreement. If Executive’s employment is terminated by the Company has provided you with a detailed written notice of the ground(s) for such potential terminationCause, and then only if in the reasonable determination of the CEO or the Board you have failed she shall be entitled to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you her: (i) your Base Salary accrued through the date Date of your termination, Termination; plus (ii) your accrued but unused vacation, (iiiany unpaid Incentive Plan award(s) any earned, but unpaid, Bonus described earned in Section 3(b) with respect a year prior to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement Date of Termination occurs and due to be paid in the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to Date of Termination occurs; plus (iii) All accrued vacation through the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and Date of Termination; and (iv) such All other vested benefits and payments to which you may be entitled by law or pursuant under the terms of the Company's employee benefit plans, subject to the benefit plans terms of the Company then such plans. Payment of all accrued amounts as set forth in effect (collectivelythis Section 10(b), the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Incentive Plan award amounts, shall be paid to you either uponin a lump sum within ten (10) days or no later than the first Company payroll date on or after Executive’s Date of Termination. Payment of all Incentive Plan award amounts, or as soon as administratively practicable followingif any, your termination of employment. Any Unpaid Bonus will shall be paid to you as soon as administratively practicable following otherwise provided under the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountIncentive Plan.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder for Cause (as hereinafter defined) at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause, but in no event later than ninety (90) days following the date upon which at least two members of the Board (other than the Executive) became aware of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute ''Cause" for “Cause.” For purposes termination: (i) The Executive's commission of any material fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of any material amount of money or other assets or property of the Company or any of its Affiliates; (ii) The Executive's willful failure to perform, or gross negligence in the performance of, his duties and responsibilities to the Company and its Affiliates which remains uncured fifteen (15) business days after written notice of such failure specifying in reasonable detail the nature of such failure or negligence is given to the Executive by the Board; (iii) The Executive's intentional material breach of any of the terms of this Agreement onlyor breach of his fiduciary duties to the Company and Affiliates (except where the breach of fiduciary duties is caused by the Executive's Disability and except where such breach is exculpated under the Company's articles of incorporation) which remains uncured fifteen (15) business days after written notice of such breach, “Cause” shall be defined specifying in reasonable detail the nature of such breach, is given to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or Executive by the Board; or (iv) The Executive's conviction of, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or felony. The date of termination for Cause shall be the date specified in the notice given by the Board to the Executive. Following termination of the Executive's employment hereunder for Cause, the Company shall have no further obligation to the Executive hereunder, other crime involving moral turpitude, or imprisonment than for any crime; payment of (5i) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; the Accrued Obligations and (6ii) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that Prior Year Bonus. The Accrued Obligations shall be payable in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least lump sum within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through following the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will The Prior Year Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more other senior executives of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; provided, however, that in the event of a potential termination for Causes 2 or 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for the termination, and then only if you have failed to correct the behavior giving rise to such potential termination; (5) your material failure to comply with Company written policies, policies including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either uponXxxxxx Xxxx June 20, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.2007

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board, shall constitute Cause for “Cause.” For purposes termination: (i) the Executive’s failure to perform (other than by reason of this Agreement onlydisability), “Cause” shall be defined to include (1) or his material misconduct negligence in the performance of your of, his duties and responsibilities hereunder, to the Company or any of its Subsidiaries which remains uncured or recurs after ten (210) your material failure, refusal days’ notice from the Company specifying in reasonable detail the nature of such failure or inability negligence; (other than for reasons of disabilityii) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) Executive’s breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company or any of the Xxxxxxx Group, including without limitation any breach or violation of Section 7, 8 or 9 of this Agreement; (iii) material breach by the Executive of any other provision of this Agreement or of any other agreement with the Company or any of its Affiliates; provided that, if subject to cure in the reasonable judgment of the Board, such breach has remained uncured or has recurred after ten (10) business days’ notice from the Company specifying in reasonable detail the nature of such breach; (iv) fraud, embezzlement or other dishonesty with respect to the Company or any of its Affiliates, provided that, with respect to such other dishonesty, the dishonesty is not de minimis and has an adverse effect on the Company or one of its Affiliates; (v) being arrested or charged with a felony or with another crime involving moral turpitude; or (vi) if any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that no such restatement or adjustment shall be Cause hereunder to the extent that it (A) pertains to or results from Company business conducted prior to the Start Date, (B) pertains to or results from a change in the event of a potential termination under subclauses 2, 3, accounting standards or 5 above, such termination may not occur until at least thirty (30) days after methods either required to be adopted by the Company has provided you with a detailed written notice of under generally accepted accounting principles or voluntarily adopted by the ground(sCompany under generally accepted accounting principles or (C) for such potential termination, and then only if in is determined by the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this AgreementBoard, in the event exercise of a termination for its sole discretion, not to constitute Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined hereunder and so acknowledged by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior writing to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive.

By the Company for Cause. The Company shall have the right Executive’s employment pursuant to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” shall be defined for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to include (1) material misconduct in follow the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Company and its Board of Directors regarding the material duties of employment; or the Board, (3iv) material breach by you the Executive of a material term of obligation under this Agreement, . In order for the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company to be entitled to terminate the CompanyExecutive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (4ii), (iii) conviction or (iv) above within ninety (90) days of or plea the initial existence of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crimesuch condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (5B) your material failure the Executive shall be entitled to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to remedy the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least condition within thirty (30) days after of receiving such notice; and (C) the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct remedy the behavior giving rise to condition during such potential terminationperiod. Notwithstanding any other provision of this Agreement, in If the event of a termination for Cause Executive’s employment is terminated pursuant to this paragraphSection 9(d), the Company shall only Executive will be obligated entitled to pay you (i) your receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid within thirty (30) days of the Date of Termination, with the date of your terminationsuch payment determined by the Company in its sole discretion), any other unpaid benefits to which he is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (ii) your accrued including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but unused vacation, (iii) any earned, but remains unpaid, Bonus described in Section 3(b) with respect such benefits to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year be paid in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans applicable provisions of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (iapplicable arrangement) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountand no more.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” . For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include limited to: (1i) material misconduct in the performance of your duties and responsibilities hereunderExecutive’s indictment, (2) your material failurecharge or conviction of, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, (A) a felony or other any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitudeturpitude that might be reasonably expected to, or imprisonment for does, adversely effect the Company or any crimeof its Affiliates; (5ii) your material failure Executive’s gross negligence or willful misconduct with regard to comply with the Company written policiesor any of its Affiliates, including but not limited to Equal Employment Opportunity its Sports Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a lawful written directive of the Board or its designee within the scope of the Executive’s duties hereunder which in either case remains uncured or continues after twenty (20) days’ written notice from the Board which references the potential for a “for Cause” termination and Harassment policiesspecifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, Professional Conduct policyfraud or any material act of dishonesty related to the Company or any of its Affiliates; (v) any representations or warranties of the Executive under this Agreement that there is no legal impediment to employment, and/or Code no disclosure of Business Conduct third party confidential information and Ethics policy; and (6) your violation no breach of any statutory existing employment agreement prove false in a material respect; provided that Executive has been provided with written notification of any of the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within twenty (20) days of the Company’s written notification to the Executive of such breach or (viii) any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that in no such reinstatement or adjustment shall be Cause hereunder to the extent that it pertains or results from the business of the Company and its pre-Closing Affiliates conducted prior to the Closing Date; and further provided that no such reinstatement or adjustment shall be Cause hereunder unless the necessity for such restatement or adjustment originated from Executive’s acts or omissions and Executive knew or reasonably should have known that said acts or omissions could result in, or otherwise necessitate, such a restatement or adjustment. In the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect have no obligation to the calendar year immediately preceding Executive under this Agreement other than provision of Final Compensation. Any equity in the year in which your employment is terminated, based LLC held by the Executive on the achievement Date of Termination hereunder shall be governed by the terms of the performance milestones established Unit Certificate, the Plan and the LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall supersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountsupersession.

By the Company for Cause. The If the Company shall have terminates the right to terminate your Employee’s employment hereunder at any time with the Company for “Cause.” For purposes of this Agreement onlyCause (as defined below), “Cause” then the Employee shall be defined entitled to include (1) material misconduct in the performance of your duties and responsibilities hereunderreceive, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company’s sole obligation under this Agreement or otherwise shall be to pay or provide to the Employee, the following (4collectively, the “Accrued Benefits”): (a) conviction the Employee’s earned, but unpaid, Base Salary through the effective date of termination (payable in accordance with Section 4.1 above) and any amounts or plea of nolo contendere to, a felony benefits (if any) that are vested amounts or other crime involving moral turpitude, vested benefits or imprisonment for any crime; (5) your material failure that the Employee is otherwise entitled to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation receive under the express provision of any statutory plan, program, policy or fiduciary duty owed to practice on the Company; providedeffective date of termination (excluding, howeverwithout limitation, severance pay plans (if any) and any amounts or benefits that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, are forfeited in the event of a termination for Cause pursuant Cause, termination by the Employee without Good Reason or other termination in accordance with the terms of the applicable plan, programs, policy, or practice), which amounts and/or benefits shall be payable or provided in accordance with the terms of such plan, program policy, or practice; (b) [any Annual Bonus (or portion thereof), if any, relating to this paragraph, the Company shall only be obligated calendar year prior to pay you (i) your Base Salary through the calendar year in which the effective date of your termination, (ii) your accrued but unused vacation, (iii) any earnedthe Employee’s termination occurs that was earned on the applicable Annual Bonus Approval Date, but unpaid, as of the date of termination, which unpaid Annual Bonus described in (or portion thereof) shall be payable within thirty (30) days of the date of termination; and] (c) expenses reimbursable under Section 3(b) with respect 4.4 incurred, but not yet reimbursed to the calendar year immediately preceding the year in which your employment is terminatedEmployee, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” upon thirty (30) days’ prior written notice. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the BoardBoard of Directors, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, the RSAA, or any other agreement between you and the Company, Company and (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2for Causes 1, 3, 2 or 5 3 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential the termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus performance bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either uponJune 30, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.2006

By the Company for Cause. The Company may terminate Executive for cause at any time, upon written notice to Executive. For purposes of this Agreement, “cause” shall mean: (a) Executive’s conviction for commission of a felony or a crime involving moral turpitude; (b) Executive’s willful commission of any act of theft, embezzlement or misappropriation against the Company which, in any such case, is materially and demonstrably injurious to the Company; (c) Executive’s willful and continued failure to substantially perform Executive’s duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness), which failure is not remedied within a reasonable time after written demand for substantial performance is delivered by the Company which specifically identifies the manner in which the Company believes that Executive has not substantially performed Executive’s duties; or (d) Executive’s death or Disability (as hereinafter defined). For purposes of this Section 5.3, no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith. In the event Executive is terminated for cause pursuant to this Section 5.3, Executive shall have the right to terminate your employment hereunder at receive Executive’s compensation as otherwise provided under this Agreement through the effective date of termination. Executive shall have no further right to receive compensation or other consideration from the Company, or have any time for “Cause.” For purposes other remedy whatsoever against the Company, as a result of this Agreement onlyor the termination of Executive pursuant to this Section 5.3, “Cause” except as set forth below with respect to a termination due to Executive’s Disability. In the event Executive is terminated by reason of Executive’s death or Disability, the Company shall immediately pay Executive (or his estate) the Severance Amount and shall pay the COBRA premium for health care coverage for Executive’s spouse and children, as applicable and to the extent eligible, for a period of 18 months commencing on the date of such termination. Said payments shall be defined in addition to include (1) material misconduct in the performance of your duties any disability insurance payments to which Executive is otherwise entitled and responsibilities any other compensation earned by Executive hereunder. In addition, (2) your material failure, refusal any unvested stock options or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction restricted stock held by Executive shall become fully vested as of the CEO or the Board, (3) breach by you date of a material term termination. For purposes of this Agreement, the Employee Invention and Non-Disclosure Agreementterm “Disability” shall mean a physical or mental incapacity as a result of which Executive becomes unable to continue the proper performance of Executive’s duties hereunder for six consecutive calendar months or for shorter periods aggregating 180 business days in any 12 month period, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed only to the Company; provided, however, extent that in such definition does not violate the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you Americans with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountDisabilities Act.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” . For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include limited to: (1i) material misconduct in the performance of your duties and responsibilities hereunderExecutive’s indictment, (2) your material failurecharge or conviction of, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, (A) a felony or other any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitudeturpitude that might be reasonably expected to, or imprisonment does, adversely effect the Company or any of its Affiliates; (ii) the Executive’s gross negligence or willful misconduct with regard to the Company or any of its Affiliates, which has a material adverse impact on the Company or its Affiliates, whether economic or to reputation or otherwise; (iii) the Executive’s refusal or willful failure to substantially perform his duties or to follow a lawful written directive of the Board or its designee within the scope of the Executive’s duties hereunder which in either case remains uncured or continues after twenty (20) days’ written notice from the Board which references the potential for a “for Cause” termination and specifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) the Executive’s theft, fraud or any crimematerial act of dishonesty related to the Company or any of its Affiliates; (v) any representations or warranties of the Executive under this Agreement that there is no legal impediment to employment, no disclosure of third party confidential information and no breach of any existing employment agreement proven false in a material respect; provided that the Executive has been provided with written notification of any of the foregoing and has been given five (5) your material failure days to comply with present any mitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company written policiesor any of its Affiliates, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; (vii) the Executive’s breach of any statutory or fiduciary duty owed other material provision of this Agreement unless corrected by the Executive within twenty (20) days of the Company’s written notification to the Company; provided, however, that Executive of such breach or (viii) the Executive’s failure to remain in good standing with the California State Bar Association. In the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect have no obligation to the calendar year immediately preceding Executive under this Agreement other than provision of Final Compensation. Any equity in the year in which your employment is terminated, based LLC held by the Executive on the achievement Date of Termination shall be governed by the terms of the performance milestones established Unit Certificate, the Plan and the LLC Agreement, as applicable. The definition of “Cause” set forth in this Section 5(c) shall supersede the definition of “Cause” in the 2006 Equity Incentive Plan if the 2006 Equity Incentive Plan expressly provides for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountsupersession.

By the Company for Cause. The Company Executive’s employment may be terminated by the Board upon recommendation of the Nominating and Corporate Governance Committee, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, constitute “Cause” shall be defined for termination): (i) the continued failure by the Executive to include substantially perform his duties after written notice and failure to cure within sixty (160) material misconduct in the performance of your duties and responsibilities hereunder, days; (2ii) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you conviction of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, felony or any other agreement between you and engaging in misconduct which is materially injurious to the Company, (4) conviction of monetarily or plea of nolo contendere to, a felony to its reputation or other crime involving moral turpitudeotherwise, or imprisonment for any crimewhich would damage Executive’s ability to effectively perform his duties; (iii) theft or dishonesty by the Executive; (iv) intoxication while on duty; or (5v) your material willful violation of Company policies or procedures after written notice and failure to comply with Company written policiescure within thirty (30) days. If the Executive’s employment is terminated under this Section (d), including but not limited the Executive shall be entitled to Equal Employment Opportunity receive all Base Salary and Harassment policiesbenefits to be paid or provided to the Executive under this Agreement through the Date of Termination, Professional Conduct policyand no more. In addition, and/or Code of Business Conduct and Ethics policy; and the Executive may elect to receive six (6) your violation months of any statutory or fiduciary duty owed the Executive’s Base Salary, upon execution of a full release of claims in favor of the Company. Such payment shall be made to the CompanyExecutive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section 9 hereof; provided, however, that in the event the receipt of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause amounts payable pursuant to this paragraphSection (d) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, the Company then payment of such amounts shall only be obligated to pay you (i) your Base Salary through delayed until the date that is six (6) months following the Date of your terminationTermination. Furthermore, (ii) your accrued but unused vacationall outstanding stock options, (iii) restricted stock, restricted stock units and any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year other vested equity incentives shall remain exercisable solely in accordance with Section 3(b)the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, as determined all amounts contributed by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior Company to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to CAP for the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Executive that have vested shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following out in accordance with the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more terms of the performance milestones applicable CAP as in effect on the Date of Termination. The Executive shall not be entitled to such Bonus amounts have been achieved, provided that following a Change in Control, if receive any unvested Company contributions to the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCAP.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” . For purposes of this Agreement onlyAgreement, “Cause” shall be defined to include limited to: (1i) material misconduct in the performance of your duties and responsibilities hereunderExecutive’s indictment, (2) your material failurecharge or conviction of, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, (A) a felony or other any crime involving fraud or material dishonesty or (B) any felony or crime involving moral turpitudeturpitude that might be reasonably expected to, or imprisonment for does, adversely effect the Company or any crimeof its Affiliates; (5ii) your material failure Executive’s gross negligence or willful misconduct with regard to comply with the Company written policiesor any of its Affiliates, including but not limited to Equal Employment Opportunity its Sports Affiliates, which has a material adverse impact on Company or its Affiliates, whether economic or to reputation or otherwise; (iii) Executive’s refusal or willful failure to substantially perform his duties or to follow a lawful written directive of the Board or its designee within the scope of the Executive’s duties hereunder which in either case remains uncured or continues after twenty (20) days’ written notice from the Board which references the potential for a “for Cause” termination and Harassment policiesspecifies in reasonable detail the nature of the refusal or willful failure which must be cured; (iv) Executive’s theft, Professional Conduct policyfraud or any material act of dishonesty related to the Company or any of its Affiliates; (v) any representations or warranties of the Executive under this Agreement that there is no legal impediment to employment, and/or Code no disclosure of Business Conduct third party confidential information and Ethics policy; and (6) your violation no breach of any statutory existing employment agreement prove false in a material respect; provided that Executive has been provided with written notification of any of the foregoing and has been given five (5) days to present any mitigating, corrective or clarifying information to the Board; (vi) the Executive’s breach of a fiduciary duty owed to the Company or any of its Affiliates, including but not limited to any breach or violation of those provisions of this Agreement setting forth the Executive’s obligations with respect to confidentiality, non-competition and non-solicitation; (vii) the Executive’s breach of any other material provision of this Agreement unless corrected by the Executive within twenty (20) days of the Company’s written notification to the Executive of such breach or (viii) any restatement of the Company’s audited financial statements shall occur or the Company’s auditors shall require an adjustment to current year financials then being audited, which would result in a greater than 10% decrease to the Company’s EBITDA for any fiscal year and would also require a waiver or amendment of the Company’s credit agreement with its senior lenders; provided, however, that in no such reinstatement or adjustment shall be Cause hereunder to the extent that it pertains or results from the business of the Company and its pre-Closing Affiliates conducted prior to the Closing Date; and further provided that no such reinstatement or adjustment shall be Cause hereunder unless the necessity for such restatement or adjustment originated from the Executive’s acts or omissions and the Executive knew or reasonably should have known that said acts or omissions could result in, or otherwise necessitate, such a restatement or adjustment. In the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect have no obligation to the calendar year immediately preceding Executive under this Agreement other than provision of Final Compensation. Any equity in the year in which your employment is terminated, based LLC held by the Executive on the achievement Date of Termination hereunder shall be governed by the terms of the performance milestones established for such calendar year in accordance with Section 3(b)Unit Certificate, the Plan and the LLC Agreement, as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountapplicable.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause (as hereinafter defined) at any time for upon notice to the Executive setting forth in reasonable detail the nature of such Cause, but in no event later than ninety (90) days following the date upon which at least two members of the Board (other than the Executive) became aware of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute “Cause.” For purposes for termination: (i) The Executive’s commission of any material fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of any material amount of money or other assets or property of the Company or any of its Affiliates; (ii) The Executive’s willful failure to perform, or gross negligence in the performance of, her duties and responsibilities to the Company and its Affiliates which remains uncured fifteen (15) business days after written notice of such failure specifying in reasonable detail the nature of such failure or negligence is given to the Executive by the Board; (iii) The Executive’s intentional material breach of any of the terms of this Agreement onlyor breach of her fiduciary duties to the Company and Affiliates (except where the breach of fiduciary duties is caused by the Executive’s Disability and except where such breach is exculpated under the Company’s articles of incorporation) which remains uncured fifteen (15) business days after written notice of such breach, “Cause” shall be defined specifying in reasonable detail the nature of such breach, is given to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or Executive by the Board; or (iv) The Executive’s conviction of, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or felony. The date of termination for Cause shall be the date specified in the notice given by the Board to the Executive. Following termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation to the Executive hereunder, other crime involving moral turpitude, or imprisonment than for any crime; payment of (5i) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; the Accrued Obligations and (6ii) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that Prior Year Bonus. The Accrued Obligations shall be payable in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least lump sum within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through following the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will The Prior Year Bonus, if any, shall be payable when annual bonuses for the applicable fiscal year are paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more other senior executives of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCompany.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon delivery of written notice to the Executive. The following, as determined in the Company’s reasonable discretion, shall constitute Cause for “Cause.” For purposes termination: (i) The Executive’s failure to perform the Executive’s duties and responsibilities to the Company or any of its Affiliates that are consistent with Executive’s title and authorities; (ii) The Executive’s material breach of any of the provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other written agreement between you the Executive and the CompanyCompany or any of its Affiliates, resulting in material harm to the Company or any of its Affiliates; (4iii) conviction The Executive’s material breach of any fiduciary duty that the Executive has to the Company or plea any of nolo contendere toits Affiliates; (iv) The Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm to the business, interests or reputation of the Company or any of its Affiliates; (v) The Executive’s intentional or willful failure to comply with (vii) The Executive’s commission of a felony or any other crime involving moral turpitude; or (viii) The Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or imprisonment other substantial misconduct with respect to the Company or any of its Affiliates. Any termination of the Executive’s employment for any crime; bases set forth in clauses (5i) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; - (iii) and (6vi) your violation of any statutory or fiduciary duty owed shall not constitute a termination for Cause unless the Company shall have provided written notice to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty Executive no later than fifteen (3015) calendar days after the Company has provided you with a detailed written notice Board first obtained actual knowledge of the ground(s) for Executive’s act or omission constituting Cause, setting forth in reasonable detail such potential terminationacts or omissions, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct cure (to the behavior giving rise to extent capable of cure) such potential terminationacts or omissions within fifteen (15) calendar days following receipt of written notice. Notwithstanding any other provision of this Agreement, in In the event of a termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you the Executive under this Agreement, other than for any Final Compensation (iexcluding the Prior Year Bonus) your Base Salary through due to the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus Executive. Other than business expenses described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b5(a)(iii), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Final Compensation shall be paid to you either upon, or as soon as administratively practicable following, your the Executive at the time prescribed by applicable law and in all events within thirty (30) calendar days following the date of termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board of Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board of Directors, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or _________________ (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board of Directors, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board of Directors, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing her duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive her accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time for “upon notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, . The following events or conditions shall constitute “Cause” shall be defined for termination: (i) the willful and continued failure of the Executive to include (1) material misconduct in the performance of your perform substantially her duties and responsibilities hereunder, (2) your material failure, refusal or inability for the Company (other than for reasons of disabilityany such failure resulting from Executive’s death or Disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of after a written demand by the CEO or for substantial performance is delivered to the Board, (3) breach Executive by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere towhich specifically identifies the manner in which the CEO believes that the Executive has not substantially performed her duties and responsibilities, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material which willful and continued failure to comply with Company written policies, including but is not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to cured by the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least Executive within thirty (30) days after of her receipt of such written demand; (ii) the Company has provided you with a detailed written notice material breach by the Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other material provision of this Agreement, if such breach results in a material adverse effect on the event Company or its Subsidiaries and if the breach is not cured by the Executive within thirty (30) days of her receipt of such written demand therefore (for the avoidance of doubt, the violation of Section 8.1, 8.3 and 8.5 of this Agreement shall be considered an immediate material breach of a material provision of this Agreement and not subject to the foregoing notice or cure provisions); (iii) the commission of fraud, embezzlement or theft by the Executive; (iv) the conviction of the Executive of, or plea by the Executive of nolo contendre to, any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive’s employment hereunder for Cause pursuant to this paragraphCause, the Company shall only be obligated have no further obligation or liability to pay you (i) your the Executive hereunder, other than for payment of any Base Salary earned but unpaid through the date Date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to Termination and such other vested benefits through the calendar year immediately preceding the year in which your employment is terminated, based on the achievement Date of the performance milestones established for such calendar year Termination that may not be forfeited in accordance with Section 3(b)applicable law. Without limiting the generality of the foregoing, as determined by the Board of Directors, Executive shall not be entitled to receive any Bonus amounts which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but not been paid prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans Date of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination hereunder for Cause.

By the Company for Cause. The Company Executive’s employment may be terminated by the Board upon recommendation of the CEO, both acting in good faith, by written notice to the Executive specifying the event(s) relied upon for such termination upon the occurrence of any of the following events (each of which shall have the right to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, constitute “Cause” shall be defined for termination): (i) the continued failure by the Executive to include substantially perform his/her duties after written notice and failure to cure within sixty (160) material days; (ii) engaging in misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) which is materially injurious to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, monetarily or otherwise; (4iii) conviction of a crime; (iv) theft or plea dishonesty by the Executive; (v) intoxication while on duty; or (vi) willful violation of nolo contendere to, a felony Company policies or other crime involving moral turpitude, or imprisonment for any crime; (5) your material procedures after written notice and failure to comply with Company written policiescure within thirty (30) days. If the Executive’s employment is terminated under this Section (d), including but not limited the Executive shall be entitled to Equal Employment Opportunity receive all Base Salary and Harassment policiesbenefits to be paid or provided to the Executive under this Agreement through the Date of Termination, Professional Conduct policyand no more. In addition, and/or Code of Business Conduct and Ethics policy; and the Executive may elect to receive six (6) your violation months of any statutory or fiduciary duty owed the Executive’s Base Salary, upon execution of a full release of claims in favor of the Company. Such payment shall be made to the CompanyExecutive periodically at the regular payroll dates commencing as of the Date of Termination and for the remaining term of the non-compete covenant in Section 9 hereof; provided, however, that in the event the receipt of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause amounts payable pursuant to this paragraphSection (d) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, the Company then payment of such amounts shall only be obligated to pay you (i) your Base Salary through delayed until the date that is six (6) months following the Date of your terminationTermination. Furthermore, (ii) your accrued but unused vacationall outstanding stock options, (iii) restricted stock, restricted stock units and any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year other vested equity incentives shall remain exercisable solely in accordance with Section 3(b)the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. All unvested equity incentives shall terminate on the Date of Termination. In addition, as determined all amounts contributed by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior Company to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to CAP for the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus Executive that have vested shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following out in accordance with the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more terms of the performance milestones applicable CAP as in effect on the Date of Termination. The Executive shall not be entitled to such Bonus amounts have been achieved, provided that following a Change in Control, if receive any unvested Company contributions to the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountCAP.

By the Company for Cause. The Company shall have the right to may, for Cause, terminate your Executive’s employment hereunder at any time for “Cause.” by written notice to Executive. For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, term “Cause” shall mean Executive’s (i) engaging in fraud against the Company or any other agreement between you and misappropriation of funds of the Company, (4ii) disregard or failure to follow specific and reasonable directives of the Board, (iii) willful failure to perform his duties as Chief Financial Officer of the Company, (iv) willful misconduct resulting in material injury to the Company, (v) violation of the terms of the Confidential Information and Intellectual Property Agreement between Executive the Company referred to in Section 11 below, (vi) conviction of of, or Executive’s plea of nolo contendere guilty or no contest to, a felony or other any crime involving moral turpitudeas a material element fraud or dishonesty, or imprisonment for any crime; (5vii) your material failure to comply with Company written policies, including but breach (not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code covered by clauses (i) through (vi) of Business Conduct and Ethics policy; and (6this paragraph) your violation of any statutory or fiduciary duty owed to of the Companyother provisions of this Agreement; provided, howeverthat, that in the event case of a potential termination under subclauses 2(ii), 3(iii) or (vii), Cause shall not exist if the act or 5 above, such termination may not occur until at least omission deemed to constitute Cause is cured (if curable) by Executive within thirty (30) days after the Company has provided you with a detailed written notice thereof to Executive by the Company. For purposes of the ground(s) for such potential terminationforegoing, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, by Executive other than in good faith, and then only if without reasonable belief that his action or omission was in the reasonable determination furtherance of the CEO or interests of the Board you have failed to correct the behavior giving rise to such potential terminationCompany. Notwithstanding any other provision of this Agreement, in In the event of a the termination of Executive’s employment under this Section 6(a) for Cause Cause, the Employment Term shall end on the day of such termination and the Company shall pay to Executive, no later than the payroll cycle following Executive’s termination, in one lump sum: (i) any accrued but unpaid Base Salary, less applicable deductions, including salary in respect of any accrued and accumulated vacation due to Executive at the date of such termination; and (ii) any amounts owing, but not yet paid, pursuant to this paragraphSection 5 hereof. Except as specifically set forth in Section 9 hereof, the Company shall only be obligated have no further obligations to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountExecutive under this Agreement.

By the Company for Cause. The By the Company shall have for Cause immediately upon written notice to the right to terminate your employment hereunder at any time for “Cause.” Executive. For purposes of this Agreement onlyAgreement, “"Cause” shall be defined to include " means DOCS 11583413v13 any one of the following: (1A) material misconduct the commission by the Executive of any willful act of dishonesty, misappropriation, embezzlement or fraud against the Company or in the performance of your duties and responsibilities hereundercourse of, (2) your material failure, refusal related to or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction connected with the business of the CEO or the Board, Company; (3B) a material breach by you the Executive of a material term any of his obligations under this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction which breach remains uncured for a period of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice to the Executive setting forth in detail the particulars of the ground(sbreach; or (C) any act or omission which constitutes "just cause" at common law for such potential termination, and then only if in the reasonable determination summary termination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationExecutive's employment. Notwithstanding any other provision of this Agreement, in In the event of a termination of the Executive's employment by the Company for Cause pursuant to this paragraphCause, the Company shall only be obligated pay to pay you the Executive, in a lump‑sum within thirty (i30) your Base days of the date of termination, (A) any accrued but unpaid prorata Annual Salary provided for in Section 2(a) above for services rendered through the date of your termination, and (iiB) your any accrued but unused vacationunpaid expenses required to be reimbursed under Section 3 above, and (iiiC) any earned, but unpaid, Bonus described in unused vacation under Section 3(b) with respect 4 above as of the date of termination. The Company may offset from the amounts due to the calendar year immediately preceding Executive under this Section 8(b)(v) all sums, if any, due from the Executive to the Company, for which the Employee has previously agreed. The Executive will not be entitled to exercise any stock options granted on June 26, 2012 (whether vested or not), or other bonus or portion thereof for the year in which your employment is terminatedsuch termination occurs or any other amounts owing but still unpaid, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”)Executive, and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectivelyexcept that all vested DSU’s, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that redeemable one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or year after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amounttermination.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention Company shall have “Cause” to terminate the Executive’s employment hereunder upon: (i) failure to materially perform and Non-Disclosure Agreementdischarge the duties and responsibilities of Executive under this Agreement after receiving written notice and allowing Executive ten (10) business days to create a plan to cure such failure(s), or any other agreement between you and such plan being acceptable to the Company, and a further thirty (430) conviction of or plea of nolo contendere todays to cure such failure(s), a felony or other crime involving moral turpitudeif so curable, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or (iii) misconduct which, in the event good faith opinion and sole discretion of the Board of Directors, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Company, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The If the Company terminates the ------------------------ Executive's employment during the Employment Period for Cause or if the Executive voluntarily terminates the Executive's employment during the Employment Period without Good Reason, (i) the Company shall pay the Executive the Executive's pro rata portion of the Executive's Base Salary through the Date of Termination and all other unpaid amounts, if any, to which Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, at the time such payments are due, (ii) the Executive shall fully and immediately forfeit the Executive's rights with respect to any and all outstanding stock options granted to the Executive under the Parent Scheme and which have not yet become vested and (iii) neither the right Company nor Parent shall have any further obligations to terminate your the Executive under this Agreement. (A) During the Transition Employment Period. If the Company terminates --------------------------------------- the Executive's employment hereunder during the Transition Employment Period other than for Cause, disability or death, or the Executive terminates his employment for Good Reason during such Period, (i) the Company shall pay the Executive the Executive's pro rata portion of Base Salary through the Date of Termination and all other accrued but unpaid amounts, if any, to which the Executive is entitled as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company, at any the time such payments are due, (ii) the Initial Options, deferred and incentive compensation or bonus amounts (excluding the Target Bonus and the Retention Bonus) awarded by the Company and other contingent or deferred compensation awards or grants made by the Company, or otherwise made in connection with the Executive's employment hereunder, shall be fully vested and nonforfeitable as of the Date of Termination, except to the extent inconsistent with the terms of the Parent Option Scheme in which event the Company shall pay in cash to the Executive an amount equivalent to the fair market in-the-money value of such Initial Options as calculated as of the Date of Termination, (iii) the Company shall; subject to Sections 9(e) and 9(f) hereof, pay the Executive an aggregate amount equal to 12 months of the Executive's Base Salary, plus 100% of the Executive's Target Bonus, payable in equal monthly installments on the Company's regular salary payment dates for “Cause.” For purposes such number of months specified above, (iv) the benefits provided to or on behalf of the Executive pursuant to Section 5(e) of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity medical, health, life, accident, disability and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6other welfare benefits) your violation of any statutory shall be continued to be provided to or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice on behalf of the ground(s) Executive for a 12 month period commencing on the Date of Termination, unless and until the Executive receives any such potential termination, and then only if or similar benefits while employed in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any capacity by any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for employer during such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”)12 month period, and (ivv) such other benefits and payments to which you may be entitled by law or pursuant neither the Company nor Parent shall have any further obligations to the benefit plans of the Company then Executive under this Agreement (except as otherwise set forth in effect (collectively, the “Accrued Obligations”this Agreement). Any Accrued Obligations For purposes of clarity, it is understood and agreed between the parties that no further accrual of pension or 401(k) benefits shall be provided to the Executive (other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination earnings on existing accounts and balances) after the Date of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountTermination.

By the Company for Cause. The employment of Executive may be terminated by the Company shall have the right to terminate your employment hereunder for Cause (as defined below) at any time by giving written notice to Executive, which written notice shall specify in reasonable detail the nature of the facts and circumstances that the Company believes gives rise to the basis for the “Cause.” termination. For purposes of this Agreement onlyhereof, the term “Cause” shall be defined to include (1) material misconduct in mean the performance occurrence of your duties and responsibilities hereunder, (2) your material failure, refusal any one or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction more of the CEO or the Board, following: (3a) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure AgreementExecutive shall have been indicted for, or any other agreement between you and the Companyconvicted of, (4) conviction of or plea of shall have pleaded guilty or nolo contendere to, any felony, or any crime (other than a felony felony) that involves fraud or other crime involving moral turpitude; (b) Executive shall have failed, neglected or refused, either due to willful action or inaction or as a result of gross neglect, to substantially, materially and properly perform Executive’s duties and responsibilities to the Company under this Agreement (other than as a result of Disability) that, if capable of being cured, has not been cured within thirty (30) days after written notice is delivered to Executive by the Parent Board or Bank Board, or imprisonment for any crimea representative thereof, as applicable, which notice specifies in reasonable detail the manner in which the Company believes Executive has not substantially performed his duties and responsibilities and the manner in which a cure may be effected. If in the good faith determination of the applicable Board, such failure, neglect or refusal is not capable of being cured, then no such 30-day notice is required to be given; (5c) your Executive shall have failed, neglected or refused, either due to willful action or inaction or as a result of gross neglect, to carry out, to the extent of his reasonable control, the reasonable and lawful instructions of the Parent Board or the Bank Board (other than as a result of Disability), which instructions are consistent with Executive's position as Chief Executive Officer and President and Executive’s duties and responsibilities under this Agreement, which failure, neglect or refusal shall not have been corrected or suitably supported by Executive within thirty (30) business days following written notice from the Parent Board or Bank Board, or a representative thereof, as 7 applicable, of such failure, neglect or refusal; (d) Executive shall have materially breached any provision of Section 14 or Section 15 of this Agreement; (e) Executive shall have committed, or participated in or authorized, any fraud, embezzlement, misappropriation of funds or other assets, material failure misrepresentation (including, without limitation, any material representation of the information contained in Executive’s resume or application for employment), breach of fiduciary duty or other act of dishonesty, in each case against or otherwise involving the Company or its businesses and assets; (f) Executive shall have engaged in any conduct resulting in a substantial loss or harm to comply the Company or substantial damage or harm to the reputation of the Company, unless the conduct in question was undertaken in good faith on an informed basis, with due care and with a rational business purpose, and based upon the honest belief that such conduct was in the best interest of the Company; (g) Provided that counsel to the Company written policies, including but or any lawfully convened Board did not limited advise or instruct Executive that it was lawful to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation agree to or participate in the conduct that is the subject of any statutory such action, Executive shall have been found liable in any SEC or fiduciary duty owed other civil or criminal securities law action or received or entered into any cease and desist order with respect to such action (regardless of whether or not Executive admits or denies liability); (h) Executive (i) obstructs or impedes, (ii) endeavors to influence, obstruct or impede, or (iii) fails to materially cooperate with, any investigation authorized by the CompanyParent Board or the Bank Board, or (unless the Parent Board otherwise directs) any governmental or self-regulatory entity (an “Investigation”); provided, however, that Executive’s failure to waive the attorney-client privilege relating to communications with Executive’s own attorney or with Company counsel in connection with an Investigation shall not constitute “Cause” hereunder; (i) Executive removes, conceals, destroys, purposely withholds, alters or by any other means falsifies any material that is requested in connection with an Investigation; (j) Executive is disqualified, barred, ordered or otherwise required by any governmental or self-regulatory authority from serving as an officer or director of the event of a potential termination Company or Executive loses any governmental or self-regulatory license that is reasonably necessary for Executive to perform Executive’s duties and responsibilities to the Company under subclauses 2this Agreement, 3if the disqualification, bar or 5 above, such termination may not occur until at least loss continues for more than thirty (30) days after the Company has provided you with a detailed written notice of the ground(sdays. While any disqualification, bar or loss continues during Executive’s employment during such thirty (30) for such potential terminationday period, and then only if Executive will serve in the reasonable determination of the CEO or the Board you have failed capacity contemplated by this Agreement to correct the behavior giving rise to whatever extent legally permissible and, if such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminatednot permissible, based Executive will be placed on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, leave (which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: extent legally permissible); or (k) Executive violates the Company’s (i) your termination of employment, workplace violence policy or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.)

By the Company for Cause. The Notwithstanding any other provisions to the contrary contained herein, the Company may terminate the Executive’s employment under this Agreement immediately for Cause upon written notice to the Executive, in which event the Company shall have be obligated to pay the right to terminate your employment hereunder at Executive only (i) that portion of the Base Salary earned but not paid through the date of termination and (ii) any time for business expenses incurred by the Executive but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation thereof are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy (the “Cause.” Accrued Amounts”). For purposes of this Agreement onlyAgreement, “Cause” shall be defined mean: (i) the Executive breaches any material obligation, duty or agreement under this Agreement or any other written agreement that the Executive has entered into with the Company or its affiliates; (ii) the Executive commits any act of material dishonesty or undisclosed conflict of interest that is injurious to include the Company, fraud, breach of fiduciary duty involving the Company and its subsidiaries; (1iii) material the Executive is indicted for, convicted of or pleads guilty or nolo contendere with respect to, (A) theft, fraud, or a felony under federal or applicable state law or (B) any crime involving the business affairs of the Company; (iv) the Executive commits any act of misconduct that, in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction reasonable opinion of the CEO Board gives rise to a material risk of liability under federal or applicable state law for discrimination or sexual or other forms of harassment or other similar liabilities to subordinate employees; or (v) the Executive commits substantive violations of specific directions of the Board, (3) breach by you of a material term of which directions are consistent with this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you Agreement and the CompanyExecutive’s positions. No termination by the Company for Cause pursuant to prongs (i), (4iv) conviction of or plea of nolo contendere to, a felony (v) in the preceding sentence will be effective unless (A) the Company gives written notice to the Executive specifying in reasonable detail the circumstances claimed to provide the basis for such termination and provide an opportunity to cure such breach or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; violation and (6B) your such breach or violation is not cured or corrected within thirty (30) days of any statutory or fiduciary duty owed to notice thereof from the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice shall not be required to provide the Executive an opportunity to cure any breaches of the ground(s) for such potential termination, non-compete and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause non-solicit pursuant to this paragraph, Agreement or any other agreement that the Executive has entered into with the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountits affiliates.

By the Company for Cause. Employee's employment under this Agreement may be terminated immediately by the Company upon the occurrence of one or more of the following causes, and not otherwise: 6.1.1 Employee's conviction of a felony pertaining to the Company's Business; 6.1.2 The commission by Employee of any act of willful, material dishonesty in connection with the performance of any of Employee's duties hereunder (including, but not limited to falsification of Company records, willfully making false statements of material facts to third parties regarding the Company's Business, and misappropriation or embezzlement of funds against the Company or any of its customers or suppliers); 6.1.3 any willful material breach by Employee of any of its covenants, conditions or restrictions set forth in Sections 7, 8 or 9 or this Agreement; and 6.1.4 Employee dies or becomes disabled (Employee shall be deemed "disabled" for purposes of this Agreement if he is unable, by reason of illness, accident, or other physical or mental incapacity, to perform substantially all of his regular duties for a continuous period of one hundred twenty (120) days). Employee shall have the right to terminate your employment hereunder at notify the Company in writing within 60 days after termination on any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the above grounds that Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure intends to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, contest such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraphIn such case, the Company shall only be obligated agrees to continue to pay you (i) your Base Salary through to Employee, retroactive to the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described the salary specified in Section 3(b) with respect to 4.1 at the calendar year immediately preceding the year in which your employment is terminated, based level Employee was receiving on the achievement date of termination until the earlier of (a) twelve (12) months after the date of termination or (b) the date upon which the validity of the performance milestones established for such calendar year in accordance with Section 3(b), as termination is finally determined by the Board a court of Directors, which determination may occur either before law or after your termination of employment so that you may have earned a Bonus described by an arbitrator as provided in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and 10.5 hereof. Such payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by promptly following the Board of Directors date upon which Employee gives the notice referred to reduce above and shall continue to be made in the Bonus amountmanner and with the frequency in which Employee received such amounts prior to termination. Employee agrees, if it delivers the notice referred to above, to contest such termination with due diligence until final resolution and further agrees, if it is determined that the termination was valid, to repay the Company for all amounts received after termination.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive’s employment hereunder for Cause at any time upon delivery of written notice to the Executive. The following, as determined in the Company’s reasonable discretion, shall constitute Cause for “Cause.” For purposes termination: (i) The Executive’s failure to perform her duties and responsibilities to the Company or any of its Affiliates that are consistent with Executive’s title and authorities; (ii) The Executive’s material breach of any of the provisions of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other written agreement between you the Executive and the CompanyCompany or any of its Affiliates, resulting in material harm to the Company or any of its Affiliates; or (4iii) conviction The Executive’s material breach of any fiduciary duty that the Executive has to the Company or plea any of nolo contendere toits Affiliates; (iv) The Executive’s gross negligence, intentional misconduct or unethical or improper behavior by the Executive resulting in material harm to the business, interests or reputation of the Company or any of its Affiliates; (v) The Executive’s commission of a felony or other crime involving moral turpitude; or (vi) The Executive’s commission of conduct involving fraud, embezzlement, sexual harassment, material misappropriation of property or other substantial misconduct with respect to the Company or any of its Affiliates. Any termination of the Executive’s employment for bases set forth in clauses (i), (ii), (iii), or imprisonment (iv) shall not constitute a termination for any crime; (5) your material failure to comply with Cause unless the Company shall have provided written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed notice to the Company; providedExecutive no later than fifteen (15) days from Executive’s act or omission constituting Cause setting forth in reasonable detail such acts or omissions, however, that in and the Executive shall have failed to cure such acts or omissions within fifteen (15) days following receipt of written notice. In the event of a potential termination of the Executive’s employment hereunder for Cause, the Company shall have no further obligation or liability to the Executive under subclauses 2this Agreement, 3other than for any Final Compensation due to the Executive. Other than business expenses described in Section 5(a)(iii), or 5 above, such termination may not occur until Final Compensation shall be paid to the Executive at least the time prescribed by applicable law and in all events within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through following the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder at for Cause ("Cause") any time for “upon written notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material Executive's failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least cure within thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential terminationnotice. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b)The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination: the Executive's gross negligence in the performance of his material duties and responsibilities to the Company; the commission by the Executive of theft, embezzlement or other serious and substantial crimes or intentional wrongful engagement in competitive activity in violation of Section 9 below; or other deliberate willful action by the Executive that is materially harmful to the business, interests or reputation of the Company. For purposes of Section 5c, no act, or failure to act, shall be "willful" unless done, or omitted to be done, without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a notice of termination, and such termination shall have been approved by the vote of two-thirds of the members of the Board of Directors (excluding the Executive) at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors) finding that, in the good faith opinion of the Board of Directors, which determination may occur either before or after your the above standard of termination for Cause was met in such case and that such Cause was not cured. Upon the giving of notice of termination of the Executive's employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment hereunder for Cause following the calendar year determination of the Board under the preceding paragraph, the Company shall have no further obligation or liability to the Executive, other than for Base Amount earned and unpaid at the date of termination, any options that are vested which shall continue to be exercisable for 30 days (unless such options are terminated by vote of the Bonus was earned but Committee as provided in the Plan), and payments or reimbursement of business expenses accrued prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such of termination. All other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus options shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountterminate.

By the Company for Cause. The Company shall have the right to terminate your employment hereunder this Agreement and to discharge the Executive for Cause (as defined below), at any time for “Cause.” during the Term. For the purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company shall have “Cause” to terminate the Company, Executive’s employment hereunder upon: (4i) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company materially perform and discharge the duties and responsibilities of Executive under this Agreement after receiving written policiesnotice and allowing Executive ten (10) business days to create a plan to cure such failure(s), including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed such plan being acceptable to the Company; Board, and a further thirty (30) days to cure such failure(s), if so curable, provided, however, that in after one such notice has been given to Executive and the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after day cure period has lapsed, the Company has provided you with a detailed written notice is no longer required to provide time to cure subsequent failures under this provision, or (ii) any breach by Executive of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision material provisions of this Agreement; or 4 Employee’s Initials/s/ M.M. (iii) misconduct which, in the event good faith opinion and sole discretion of the Board, is injurious to the Company; or (iv) felony conviction involving the personal dishonesty or moral turpitude of Executive; or a determination by the Board, after consideration of all available information, that Executive has willfully and knowingly violated Company policies or procedures involving discrimination, harassment, or work place violence; or (v) engagement in illegal drug use or alcohol abuse which prevents Executive from performing his duties in any manner, or (vi) any misappropriation, embezzlement or conversion of the Company’s opportunities or property by the Executive; or (vii) willful misconduct, recklessness or gross negligence by the Executive in respect of the duties or obligations of the Executive under this Agreement and/or the Confidentiality, Non-Solicitation or Non-Competition Agreement. Any termination for Cause pursuant to this paragraphSection shall be given to the Executive in writing and shall set forth in detail all acts or omissions upon which the Company is relying to terminate the Executive for Cause. If an Executive is terminated for Cause, the Executive shall only be entitled to receive his or her accrued and unpaid Salary, bonus and other benefits through the termination date and the Company shall only be obligated to pay you (i) your Base Salary through have no further obligations under this Agreement from and after the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Company shall have the right to terminate your Executive’s employment hereunder at any time may be terminated by the Company prior to the expiration of the Term for “Cause.” For the purposes of this Agreement onlyAgreement, “Cause” shall be defined to include means (1i) Executive’s material misconduct in breach of any of the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability under this Agreement (other than for reasons as a result of disabilityincapacity due to Executive’s Disability); (ii) to perform your duties and responsibilities hereunder Executive’s conviction by, or to carry out any lawful direction of the CEO or the Board, (3) breach by you entry of a material term plea of this Agreementguilty or nolo contendere in, the Employee Invention and Non-Disclosure Agreementa court of competent jurisdiction for a felony, or any other agreement between you and crime which in the Company’s sole discretion adversely affects the Company or its reputation in the community, or any crime which involves moral turpitude or is punishable by imprisonment; (iii) Executive’s commission of an act of fraud upon the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure personal dishonesty with respect to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed Executive’s obligations to the Company; providedor (iv) Executive’s willful failure or refusal to perform Executive’s duties or responsibilities under this Agreement, however, that in material violation of any duty of loyalty to the event of a potential termination under subclauses 2, 3Company, or 5 breach of his fiduciary duty to the Company. Before the Company terminates Executive’s employment for a “material breach” as provided in subsection (i) above, such termination may not occur until at least thirty (30) days after the Company has provided you shall first provide Executive with a detailed written notice of the ground(sbreach and a period of not less than ten (10) for such potential termination, and then only if in calendar days from the reasonable determination date of delivery of the CEO or notice for Executive to cure the Board you have failed to correct the behavior giving rise to such potential terminationbreach. Notwithstanding any other provision of this Agreementthe foregoing, in the event of a termination Executive will not be terminated for Cause pursuant to this paragraphclauses (i) though (iv) above unless and until Executive has received notice of a proposed termination for Cause and Executive has had an opportunity to be heard before at least three (3) members of the Board. Executive shall be deemed to have had such opportunity if given written or telephonic notice at least 72 hours in advance of a meeting scheduled in California. In the event that Executive is terminated for Cause, the Company shall only be obligated to pay you (i) your Executive’s Base Salary through the date of your termination, (ii) your accrued but unused vacationand any bonuses which have been earned by Executive through the date of termination, (iii) after deducting any earned, but unpaid, Bonus described in Section 3(b) with respect amounts lawfully owing from Executive to the calendar year immediately preceding the year in which your employment is terminatedCompany, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b)and shall thereafter have no further obligation to Executive, as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior except to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you extent that Executive may be entitled by law or pursuant to the benefit plans exercise any of the Company then options granted to Executive as contemplated in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, Section 4(c) above or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountotherwise.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder at for Cause ("Cause") any time for “upon written notice to the Executive setting forth in reasonable detail the nature of such Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material Executive's failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least cure within thirty (30) days after such notice. The following shall constitute Cause for termination: the Company has provided you with Executive's gross negligence in the performance of his material duties and responsibilities to the Company; the commission by the Executive of theft, embezzlement or other serious and substantial crimes: or other deliberate willful action by the Executive that is materially harmful to the business, interests or reputation of the Company. For purposes of this Section 4.c., no act, or failure to act, shall be "willful" unless done, or omitted to be done, without reasonable belief that the action or omission was in the best interests of the Company. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to him a detailed written notice of the ground(s) for such potential termination, and then only if such termination shall have been approved by the vole of two-thirds of the members of the Board of Directors at a meeting of the Board (after reasonable notice to the Executive and an opportunity for him, together with counsel, to be heard before the Board of Directors) finding that, in the reasonable good faith opinion of the Board of Directors, the above standard of termination for Cause was met in such case and that such Cause was not cured. Upon the giving of notice of termination of the Executive's employment hereunder for Cause following the determination of the CEO or Board under the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this preceding paragraph, the Company shall only be obligated have no further obligation or liability to pay you the Executive, other than for any earned and unpaid Base Salary; bonuses and incentives that are earned but unpaid (i) your Base Salary pro-rated through the date of your any such termination, (ii) your ); any accrued but unused vacation, (iii) vacation and/or personal days: any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in options that are vested which your employment is terminated, based on the achievement shall continue for 30 days; and payments or reimbursement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but business expenses accrued prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountunder this Section 4.c.

By the Company for Cause. The Company shall have the right to may terminate your Executive’s employment hereunder for Cause at any time by providing Executive written notice of its intent to terminate him for “Cause.” Cause which sets forth in reasonable detail the Company’s basis for such termination. Such termination shall not be a breach of this Agreement. For purposes of this Agreement onlyAgreement, “Cause” Cause shall be defined mean: (a) Executive’s continued and willful failure to include (1) material misconduct in perform his duties with the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a written demand for reasons of disabilitysubstantial performance is delivered to Executive which identifies the manner in which the Board believes that Executive has not performed his duties; (b) to perform your duties and responsibilities hereunder Executive’s indictment (or to carry out any lawful direction of the CEO or the Boardequivalent under applicable law) with respect to, (3) breach by you of a material term of this Agreementconviction of, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of guilty or nolo contendere to, a felony or any other comparable crime involving moral turpitude, under applicable law or imprisonment for Executive’s incarceration with respect to any crime; (c) Executive’s commission of any act of theft, embezzlement or misappropriation against the Company or any other act which in the reasonable opinion of the Board would prevent him from effectively performing his duties hereunder; (d) Executive’s willful misconduct, gross neglect or malfeasance in the performance of the services contemplated hereunder where such conduct causes or has the likelihood of causing material economic or reputational harm to the Company; (e) Executive’s material breach of this Agreement, including, without limitation, a breach of Section 15 of this Agreement, which breach has not been cured by Executive within ten (10) days after written notice thereof to Executive from the Company; and/or (5f) your material Executive’s failure to comply with the policies of the Company written policiesin effect from time to time relating to conflicts of interest, including but not limited to Equal Employment Opportunity ethics, codes of conduct, xxxxxxx xxxxxxx, or discrimination and Harassment policiesharassment, Professional Conduct policy, and/or Code or other breach of Business Conduct and Ethics policy; and (6) your violation of any statutory or Executive’s fiduciary duty owed duties to the Company; provided, however, which failure or breach is materially injurious to the business or reputation of the Company. If the Board has reasonable belief that in Executive has committed any of the event of a potential termination under subclauses 2, 3, or 5 acts described above, it may suspend Executive (with pay) while it investigates whether it has or could have Cause to terminate Executive and such termination may suspension shall not occur until at least thirty give Executive Good Reason (30as defined below) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of terminate his employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.

By the Company for Cause. The Immediately upon written notice by the Company shall have to you of a termination for Cause, which notice sets forth in reasonable detail the right facts and circumstances claimed to terminate your employment hereunder at any time provide a basis for “such termination. "Cause.” For " means, for purposes of this Agreement onlyAgreement, “Cause” shall be defined to include any one or more of the following events: (1i) material misconduct your conviction or plea of guilty or nolo contendere for the commission of either (A) a felony or (B) a crime of moral turpitude; (ii) your embezzlement or intentional misappropriation of Company property; (iii) your fraud on, or breach of a fiduciary duty owed to, the Company; (iv) your repeated dishonesty in connection with the performance of your duties and responsibilities hereunderfor the Company or any intentional act or intentional omission which you had actual knowledge would be materially injurious to the Company; (v) your excessive, unauthorized absenteeism for reasons other than accident, injury, illness, or your inability, whether mental or physical, to perform the normal duties of your position; (2vi) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in follow the reasonable determination directions of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one within the scope of your position, which is not cured by you within 30 days following the receipt of written notice of such breach or more of failure from the performance milestones applicable Company or its successors or assigns (provided that, if your breach or failure to such Bonus amounts perform has occurred and is cured pursuant to the foregoing twice, no notice will be necessary under this clause as a condition to a termination for "Cause" upon a third breach or failure to perform); or (vii) you have been achieveddeclared by a court of competent jurisdiction bankrupt or insolvent, provided that following you have commenced a Change in Controlproceeding under any applicable bankruptcy, if insolvency or other creditor relief statute, or you have made an assignment for the Board of Directors has at any time determined (whether such determination is made before benefit or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountcreditors.

By the Company for Cause. The ​ (i) At any time during the Employment Period, the Company shall have may terminate this Agreement and the right to terminate your Executive's employment hereunder at any time for “Cause.” For purposes . Such termination shall be effective immediately upon notice to the Executive, subject to the provisions of this Section 9(d) (i). "Cause" as used in this Agreement only(and with respect to any other arrangement (including, “Cause” without limitation, any option, RSU or other equity-based arrangement) with the Company or its affiliates) shall be defined mean: (a) the willful and continued failure of the Executive to include perform his duties and responsibilities for the Company (1other than any such failure resulting from Executive's death or Disability) material after a written demand by the CEO for performance is delivered to the Executive by the Company, which identifies with reasonable specificity the manner in which the CEO believes that the Executive has not performed his duties and responsibilities, which willful and continued failure is not cured by the Executive within thirty (30) days of his receipt of such written demand; (b) the conviction of, or plea of guilty or nolo contendere to a felony;(c) faithless conduct or the breach of fiduciary duty; (e) gross negligence or willful misconduct in the performance of your duties and responsibilities hereunderExecutive's material duties; (f) breach of Section 10 of this Agreement, (2g) your an intentional or grossly negligent breach of the Non-Disclosure and Non-Solicitation Agreement then in effect, the current form of which is annexed as Exhibit C (the "NDA") which results or could reasonably be expected to result in material failure, harm to the Company or XpresSpa; (h) a material refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any follow lawful direction directives of the CEO or the Board, (3) breach by you of a material term of Board related to Executive's duties pursuant to this Agreement, or a material violation of Company's or XpressSpa's policies, which policies and procedures have previously been disclosed to Executive in writing; or (i) a good faith finding by the Employee Invention and Non-Disclosure AgreementCEO or Board that Executive has engaged in (i) (A) fraud, (B) dishonesty or faithless conduct, or any other agreement between you and the Company(C) gross negligence, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed in each case related to the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) criminal misconduct which (A) constitutes a felony or a crime of moral turpitude or (B) results or could reasonably be expected to result in harm to the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amount.Company. ​

By the Company for Cause. The Company shall have the right Executive’s employment pursuant to terminate your employment hereunder at any time for “Cause.” For purposes of this Agreement only, may be terminated by delivery of a Notice of Termination upon the occurrence of any of the following events (each of which will constitute “Cause” shall be defined for termination): (i) conviction of a felony or of a crime involving misappropriation or embezzlement; (ii) willful and material wrongdoing by the Executive, including, but not limited to, acts of dishonesty or fraud, which have a material adverse effect on the Company or any of its subsidiaries; (iii) repeated material failure of the Executive to include (1) material misconduct in follow the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO Company and its Board of Directors regarding the material duties of employment; or the Board, (3iv) material breach by you the Executive of a material term of obligation under this Agreement, . In order for the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and Company to be entitled to terminate the CompanyExecutive for Cause under this Section 9(d) the following conditions must be met: (A) the Company shall provide written notice to the Executive of the existence of a condition described in clauses (i), (4ii), (iii) conviction or (iv) above within ninety (90) days of or plea the initial existence of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crimesuch condition (which written notice shall specifically identify the manner in which the Company believes the Executive has triggered one of the conditions); (5B) your material failure the Executive shall be entitled to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to remedy the Company; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least condition within thirty (30) days after of receiving such notice; and (C) the Company has provided you with a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or the Board you Executive shall have failed to correct remedy the behavior giving rise to condition during such potential terminationperiod. Notwithstanding any other provision of this Agreement, in If the event of a termination for Cause Executive’s employment is terminated pursuant to this paragraphSection 9(d), the Company shall only Executive will be obligated entitled to pay you (i) your receive all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination (such amounts shall be paid in a lump sum within thirty (30) days of the Date of Termination, with the date of your terminationsuch payment determined by the Company in its sole discretion), any other unpaid benefits to which she is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (ii) your accrued including, without limitation, the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but unused vacation, (iii) any earned, but remains unpaid, Bonus described in Section 3(b) with respect such benefits to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year be paid in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans applicable provisions of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (iapplicable arrangement) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountand no more.

By the Company for Cause. The Company shall have may terminate the right to terminate your Executive's employment hereunder for Cause at any time for “Cause.” For purposes of this Agreement only, “Cause” shall be defined to include (1) material misconduct in the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere to, a felony or other crime involving moral turpitude, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed upon notice to the Company; provided, however, that Executive setting forth in reasonable detail the event nature of a potential termination under subclauses 2, 3, or 5 above, such termination may not occur until at least thirty (30) days after the Company has provided you with a detailed written notice of the ground(s) Cause. The following events shall constitute Cause for such potential termination, and then only if in the reasonable determination of the CEO or the Board you have failed to correct the behavior giving rise to such potential termination. Notwithstanding any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you : (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any The final written determination by the Board of Directors of the amount Company, after 30 days' prior written notice to the Executive and the opportunity for the Executive to be heard by the Board of Bonus payable shall be made without Directors, that the Executive has materially failed to perform his duties and responsibilities to the Company or any exercise of negative discretion its Affiliates (other than by reason of disability), or acted in a materially negligent manner with respect to his duties and responsibilities to the Company or any of its Affiliates; (ii) The final written determination by the Board of Directors of the Company, after 30 days' prior written notice to reduce the Executive and the opportunity for the Executive to be heard by the Board of Directors, that the Executive has materially breached any material provision of this Agreement or any other agreement with the Company or any of its Affiliates; (iii) The commission of fraud, embezzlement or theft by the Executive with respect to the Company or its Affiliates; or (iv) The commission by the Executive of any felony or any other crime involving dishonesty or moral turpitude. Upon the giving of notice of termination of the Executive's employment hereunder for Cause, the Company shall have no further obligation to the Executive, other than for (i) the Base Salary earned but not paid through the Separation Date, (ii) pay for any vacation time earned but not used through the Separation Date, (iii) any Bonus amountfor the fiscal year preceding the year in which the Separation Date occurs that was earned but had not yet been paid; and (iv) any business expenses incurred by the Executive but that had not yet been reimbursed on the Separation Date, provided that such expenses and the required substantiation and documentation are submitted within thirty (30) days of termination and that such expenses are reimbursable under Company policy Final Compensation.

By the Company for Cause. (i) The Company shall have the right to terminate your Employment Term and Executive’s employment hereunder at any time may be terminated by the Company for “CauseCause (as defined below).” (ii) For purposes of this Agreement onlyAgreement, “Cause” shall be defined means (A) the willful and continued failure of Executive to include (1) perform substantially his material misconduct in duties with the performance of your duties and responsibilities hereunder, (2) your material failure, refusal or inability Company (other than for reasons of disability) any such failure resulting from Executive’s incapacity due to physical or mental illness and shall not include a failure to achieve particular results or to perform your at any particular level) after a written demand for performance is delivered to Executive by the Board which identifies the manner in which the Board believes that Executive has not performed Executive’s duties and responsibilities hereunder or Executive, after a period established by the Board and communicated in writing to carry out any lawful direction of the CEO or the BoardExecutive (which period may be no less than twenty (20) days), has failed to cure such failure, (3B) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company or any material breach by you Executive of a material term his Non-Solicitation or Non-Competition obligations either under Section 9 of this Agreement or under the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement) (if such breach continues beyond a five (5) day cure period), the Employee Invention and Non-Disclosure Agreement(C) Executive’s conviction of, or any other agreement between you and the Company, (4) conviction of or plea of nolo contendere pleading guilty to, a felony or other crime involving moral turpitudeturpitude or dishonesty, or imprisonment (D) a material breach by Executive of a fiduciary duty. A termination of Executive by the Company for any crime; Cause shall not be effective unless and until the Company has delivered to Executive, along with a Notice of Termination (5as defined in Section 8(e)), a copy of a resolution duly adopted by a majority of the Board (excluding Executive, if he is a member of the Board) your material failure stating that the Board has determined to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code of Business Conduct and Ethics policy; and (6) your violation of any statutory or fiduciary duty owed to the Companyterminate Executive for Cause; provided, however, that in the event of a potential termination under subclauses 2, 3, or 5 above, no such termination may not occur until at least thirty (30) days after resolution shall be permitted to be adopted without the Company has provided you with having afforded the Executive the opportunity to make a detailed written notice of the ground(s) for such potential termination, and then only if in the reasonable determination of the CEO or presentation to the Board you have failed and to correct the behavior giving rise to such potential termination. Notwithstanding answer any other provision of this Agreement, in the event of a termination for Cause pursuant to this paragraph, the Company shall only be obligated to pay you (i) your Base Salary through the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination questions its members may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more pre-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountask him.

By the Company for Cause. The Company shall have may tem1inate the right to terminate your Executive ' s employment hereunder for Cause at any time upon notice to the Executive setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for “Cause.” For purposes of this Agreement onlytermination: (i) The Executive 's willful failure to perform, “Cause” shall be defined to include (1) material misconduct or gross negligence in the performance of your of, the Executive ' s material duties and responsibilities hereunder, (2) your material failure, refusal or inability (other than for reasons of disability) to perform your duties and responsibilities hereunder or to carry out any lawful direction of the CEO or the Board, (3) breach by you of a material term of this Agreement, the Employee Invention and Non-Disclosure Agreement, Company or any of its Affiliates that, if capable of cure, is not cured within thirty (30) days of written notice of such failure or negligence by the Company to the Executive; provided, that the Company will not have to provide more than one notice and opportunity to cure with respect to m1y multiple, repeated, related or substantially similar events or circumstances ; (ii) Conduct by the Executive that constitutes fraud, embezzlement or other agreement between you and material dishonesty with respect to the CompanyCompany or any of its Affiliates; (iii) The Executive' s commission of, (4) conviction of or plea of nolo contendere to, (A) a felony or (B) other crime involving moral turpitude; or (iv) The Executive 's material breach of this Agreement, m1y material written policies of the Company, or imprisonment for any crime; (5) your material failure to comply with Company written policies, including but not limited to Equal Employment Opportunity and Harassment policies, Professional Conduct policy, and/or Code other agreement between the Executive mid the Compm1y or any of Business Conduct and Ethics policy; and (6) your violation its Affiliates or of any statutory or fiduciary duty owed that the Executive has to the Company; providedCompany or any of its Affiliates that, howeverif capable of cure, that in the event of a potential termination under subclauses 2, 3, or 5 above, such termination may is not occur until at least cured within thirty (30) days after the Company has provided you with a detailed of written notice of such breach by the ground(s) for such potential terminationCompany to the Executive; provided, that the Compm1y will not have to provide more thm1 one notice and then only if in opportunity to cure with respect to any multiple , repeated, related or substantially similar events or circumstances. Upon the reasonable determination giving of notice of termination of the CEO Executive' s employment hereunder for Cause, the Company shall have no further obligation or liability to the Board you have failed Executive, other than for the Final Compensation due to correct the behavior giving rise Executive. Other than business expenses described in Section 5(a)(ii), the Final Compensation shall be paid to such potential terminationthe Executive at the time prescribed by applicable law and in all events within thirty (30) days following the Termination Date. Notwithstanding any other provision of this Agreement, in In the event of a termination for Cause pursuant to this paragraphCause, the Company shall only be obligated to pay you (i) your Base Salary through Final Compensation will not include the date of your termination, (ii) your accrued but unused vacation, (iii) any earned, but unpaid, Bonus described in Section 3(b) with respect to the calendar year immediately preceding the year in which your employment is terminated, based on the achievement of the performance milestones established for such calendar year in accordance with Section 3(b), as determined by the Board of Directors, which determination may occur either before or after your termination of employment so that you may have earned a Bonus described in Section 3(b) notwithstanding your termination of employment following the calendar year for which the Bonus was earned but prior to the date such determination (or an associated bonus payment) is made (the “Unpaid Bonus”), and (iv) such other benefits and payments to which you may be entitled by law or pursuant to the benefit plans of the Company then in effect (collectively, the “Accrued Obligations”). Any Accrued Obligations other than Unpaid Bonus shall be paid to you either upon, or as soon as administratively practicable following, your termination of employment. Any Unpaid Bonus will be paid to you as soon as administratively practicable following the later of: (i) your termination of employment, or (ii) the determination by the Board of Directors that one or more of the performance milestones applicable to such Bonus amounts have been achieved, provided that following a Change in Control, if the Board of Directors has at any time determined (whether such determination is made before or after a Change in Control) that one or more prepro-established performance milestones (if any) applicable to such Bonus amount have been achieved, any determination by the Board of Directors of the amount of Bonus payable shall be made without any exercise of negative discretion by the Board of Directors to reduce the Bonus amountrated annual bonus.