Common use of By the Company for Cause Clause in Contracts

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of termination. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as set forth above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s policypolicy (payable within 30 days of the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination 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 policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e4(f)(i)) 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e4(f)(i)) 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e4(e)(i)) 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement hereunder for Cause at any time for Cause (as defined in Section 4(e)) and shall provide written upon notice of termination to the Executive (which notice shall specify setting forth in reasonable detail the basis upon which nature of such termination is made)Cause. Notwithstanding The following, as determined by the foregoing, Board in no eventits reasonable judgment, shall constitute Cause for termination: (i) The Executive’s conviction of a felony or conviction of any other crime involving moral turpitude (which specifically excludes all traffic violations); (ii) The Executive’s theft, embezzlement, misappropriation of or intentional and malicious infliction of material damage to the Company’s business or property; (iii) The Executive’s gross dereliction of duties or gross negligence if not cured by the Executive within twenty (20) business days following notice from the Company specifying in detail the nature of such breach; or (iv) The Executive’s breach of any material term of this Agreement not cured by the Executive within twenty (20) business days following notice from the Company specifying in detail the nature of such breach. Upon the giving of notice of termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated hereunder for Cause, all provisions of this Agreement (the Company shall have no further obligation to the Executive, other than Sections 5 through 15 hereof) and the Employment Term shall be terminated; provided, however, that such termination shall not divest payment to the Executive of any previously vested benefit or right unless (i) the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to earned but not paid through the date of termination. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with , (ii) any vacation time earned but not used through the Company’s policydate of termination, and unreimbursed medical, dental and other employee benefit (iii) any business expenses incurred in accordance with by the Company’s employee benefit plans Executive but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (the payments 60) days of termination and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”)that such expenses are reimbursable under Company policy.

By the Company for Cause. The Company may terminate the Employment Term "for Cause," which shall mean and be limited to the following events: (a) Executive’s employment 's conviction in a court of law of a felony or a crime under United States law punishable by confinement for a period in excess of three months; (b) Executive's commission of an act of fraud in the performance of his duties hereunder; or (c) Executive's material breach of his duty of loyalty to the Company or any of the covenants set forth in Sections 5.2, and 7. Upon termination pursuant to this Section 4.1 or Executive's termination of this Agreement other than for Good Reason (as defined below), the Company shall have no further obligation to Executive under this Agreement at any time for Cause (as defined in Section 4(e)) and shall provide written notice of termination except to the pay Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding the foregoingwithin 30 days, in no event, shall any termination lieu of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 additionamounts otherwise payable hereunder, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary payable to the date of terminationtermination and amounts due as reimbursement of expenses pursuant to Section 3.1. The In such case, in addition to any other remedies the Company may have, the Company shall have no further obligation to make any Cash Bonus payments to Executive also (as set forth in Section 2.2 hereof), or any other payments contemplated under this Agreement, to Executive with respect to the year in which the Executives employment is terminated and for each succeeding year (but not any prior year), the Stock Options previously granted to Executive shall be entitled cancelled and the Company shall have the right to unreimbursed business and entertainment expenses in accordance with purchase all, or a part of, the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans Executive Shares for $5.00 per share (the payments and benefits described in this subsection (aExecutive's original out-of-pocket cost per share) hereinafter referred to as the “Standard Termination Payments”)not later than one year after termination.

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e4(e)(i)) 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 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment may be terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the same time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e4(f)) 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 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as set forth above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s policypolicy (payable within 30 days of the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s 's employment under this Agreement at any time for Cause (as defined in Section 4(e)below) and shall provide by delivery of written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding made and the foregoing, in no event, shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns specific provision(s) of the act or conduct that constitutes Cause Agreement upon which it relies, and further stating the Chief Executive Officer date, time and place of the Company special meeting of the Board or the Board of Directors concludes that of Donnkenny at which the situation warrants a determination that issue of Cause shall be addressed) at least ten days prior to the termination date set forth in such notice. No such termination shall become effective until the Executive’s employment terminated , after receipt of such notice, shall have been offered the opportunity to attend a meeting of the Board of Directors of the Company (or the Board of Directors of Donnkenny, whichever is applicable) at which a quorum is present (with the Executive's counsel present and participating, if desired by the Executive) regarding such termination notice and the allegations set forth therein and, based upon such meeting, such Board of Directors shall have elected to proceed with such termination. Except as provided for Cause. In in Section 22 below, in the event the Executive’s 's employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 Causeright. In addition, the Executive shall be entitled only to payment of the Executive’s his earned and unpaid Base Salary to the date of termination. The Executive also shall be entitled to unreimbursed business , earned and entertainment expenses in accordance with unpaid bonus for the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”).prior fiscal year,

By the Company for Cause. The Company may terminate the Executive’s employment 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, event shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 14 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as described above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with with, and payable at the time set forth in, the Company’s policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate In the Executive’s employment under this Agreement at any time for Cause (as defined in Section 4(e)) and shall provide written notice of termination event that the Executive willfully breaches or habitually neglects the duties which he is required to perform pursuant to the Executive (which notice shall specify terms of this Agreement, breaches the covenants of Paragraph 4.1 hereof, or engages in reasonable detail the basis upon which such termination is made). Notwithstanding the foregoinga course of conduct which, in no event, shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns sole reasonable judgment of the act or conduct that constitutes Cause and Board of Directors of the Chief Executive Officer Company, is damaging to the business reputation of the Company or causes or will tend to cause the Company to be held in disrepute, the Board of Directors concludes that of the situation warrants a determination that Company may, at its option, terminate this Agreement immediately by giving written notice of such termination to the Executive’s employment terminated for Cause. In , without prejudice to any other remedy or right to which the event the Executive’s employment is terminated for CauseCompany may be entitled at law, all provisions of in equity or pursuant to this Agreement (other than Sections 5 through 15 hereof"Termination for Cause"). In addition to Termination for Cause as heretofore provided, the Executive's employment hereunder may be terminated by the Company upon ninety (90) and days written notice given by the Employment Term shall be terminatedCompany to the Executive; provided, however, that in no event shall the employment of the Executive hereunder be terminated within the Initial Term hereof. In the event that the Executive's employment hereunder is terminated other than for cause or for disability or death as contemplated by Section 5.2 hereof during any renewal term hereof, the Company shall be obligated to pay to the Executive for the remainder of the then renewal term of this Agreement the amount of compensation payable to the Executive under Section 2.1 hereof as in effect as of the time of such notice, as well as any bonus compensation which has accrued hereunder. Additionally, in the event of such termination shall not divest the Executive of any previously vested benefit or right unless the terms of other than for cause and upon such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In addition90 day notice, the Executive shall be entitled during the remaining renewal term of this Agreement to payment of receive such other benefits as have been provided by the Executive’s earned and unpaid Base Salary Company to the date Executive under Article III of termination. The Executive also shall be entitled this Agreement to unreimbursed business and entertainment expenses in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and extent that such benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”)are applicable.

By the Company for Cause. The Company may terminate the Executive’s employment under this Agreement hereunder for Cause at any time for Cause (as defined in Section 4(e)) and shall provide written upon notice of termination to the Executive (which notice shall specify setting forth in reasonable detail the basis upon which nature of such termination is made)Cause. Notwithstanding The following, as determined by the foregoing, Board in no eventits reasonable judgment, shall constitute Cause for termination: (i) The Executive’s conviction of a felony or conviction of any other crime involving dishonesty or moral turpitude (which specifically excludes all traffic violations); (ii) The Executive’s theft, embezzlement, misappropriation of or intentional and malicious infliction of damage to the Company’s business or property; (iii) The Executive’s gross dereliction of duties or gross negligence; and (iv) The Executive’s breach of any material term of this Agreement not cured by the Executive within twenty (20) days following notice from the Company specifying in detail the nature of such breach. Upon the giving of notice of termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated hereunder for Cause, all provisions of this Agreement (the Company shall have no further obligation to the Executive, other than Sections 5 through 15 hereof) and the Employment Term shall be terminated; provided, however, that such termination shall not divest payment to the Executive of any previously vested benefit or right unless (i) the terms of such vested benefit or right specifically require such divestiture where the Executive’s employment is terminated for Cause. In addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to earned but not paid through the date of temination, (ii) pay for any vacation time earned but not used through the date of termination. The Executive also shall be entitled to unreimbursed , (iii) any business and entertainment expenses in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with by the Company’s employee benefit plans Executive but unreimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (the payments 60) days of termination and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”)that such expenses are reimbursable under Company policy.

By the Company for Cause. The Company may terminate the Executive’s employment 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 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination payable as set forth above. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s policypolicy (payable within 30 days of the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate (i) This Agreement and the Executive’s employment under this Agreement at any time hereunder may be terminated by the Company for Cause (as defined in Section 4(e)) and shall provide written notice Cause, immediately upon the delivery of termination a Notice of Termination by the Company to the Executive (which notice shall specify in reasonable detail except where the basis upon which such termination Executive is made). Notwithstanding the foregoingentitled to a cure period, in no event, which case such Date of Termination shall any termination be upon the expiration of employment be deemed such cure period if such matter constituting Cause is not cured) and shall terminate automatically upon the Executive’s resignation (other than for Cause unless Good Reason or due to the Executive’s death or Disability). (ii) If the Executive’s employment is terminated within 180 days of when by the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (if the Executive Resigns other than Sections 5 through 15 hereof) and for Good Reason, or if the Employment Term 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 Agreement is terminated for Cause. In additiondue to Non-Renewal, the Executive shall be entitled to payment of receive (collectively the Executive’s “Accrued Compensation”): (A) any earned and but unpaid Base Salary to Salary, accrued but unused vacation, any fully vested equity earned through the date Date of termination. The Executive also shall be entitled to Termination; and (B) reimbursement for any unreimbursed business and entertainment expenses incurred by the Executive in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance policy prior to the Date of Termination (with such reimbursements to be paid promptly after the Executive provides the Company with the necessary documentation of such expenses to the extent required by such policy but in no event later than the end of the second calendar month following the Date of Termination). Following the Executive’s termination of employment by the Company for Cause, resignation other than for Good Reason, or termination due to Non-Renewal, except as set forth above or as required by applicable law or the terms of any applicable Company benefit plan, the Executive shall have no further rights to any compensation or any other benefits or perquisites under this Agreement and all unvested options or restricted stock- grant awards or any other equity awards shall immediately be cancelled without the need for any action by the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”).

By the Company for Cause. The Company may terminate the Executive’s 's ------------------------ employment under this Agreement at any time for Cause (as defined in Section 4(e4(f)) and shall provide by delivery of written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made)) at least ten days prior to the termination date set forth in such notice. Notwithstanding No such termination shall become effective until the foregoingExecutive, in no eventafter receipt of such notice, shall any termination have been offered the opportunity to attend a meeting of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that of the situation warrants Company at which a determination that quorum is present (with the Executive’s employment terminated for Cause's counsel present and participating, if desired by the Executive) regarding such termination notice and the allegations set forth therein and, based upon such meeting, the Board of Directors shall have elected to proceed with such termination. In the event the Executive’s 's employment is terminated for Cause, all provisions of this Agreement (other than Sections Paragraphs 5 through 15 10, and 12 through 14 hereof) and the Employment Term 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 Causeright. In addition, the Executive shall be entitled to payment of the Executive’s his earned and unpaid Base Salary to the date of terminationtermination and earned and unpaid Incentive Payments for the prior fiscal year. The Executive also shall be entitled to unreimbursed business and entertainment expenses in accordance with the Company’s 's policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s 's employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “"Standard Termination Payments”").

By the Company for Cause. The Company may terminate the Executive’s 's employment under this Agreement at any time for Cause (as defined in Section 4(e)below) and shall provide by delivery of written notice of termination to the Executive (which notice shall specify in reasonable detail the basis upon which such termination is made). Notwithstanding made and the foregoing, in no event, shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 days of when the Company learns specific provision(s) of the act or conduct that constitutes Cause Agreement upon which it relies, and further stating the Chief Executive Officer date, time and place of the Company special meeting of the Board or the Board of Directors concludes that of Donnkenny at which the situation warrants a determination that issue of Cause shall be addressed) at least ten days prior to the termination date set forth in such notice. No such termination shall become effective until the Executive’s employment terminated , after receipt of such notice, shall have been offered the opportunity to attend a meeting of the Board of Directors of the Company (or the Board of Directors of Donnkenny, whichever is applicable) at which a quorum is present (with the Executive's counsel present and participating, if desired by the Executive) regarding such termination notice and the allegations set forth therein and, based upon such meeting, such Board of Directors shall have elected to proceed with such termination. Except as provided for Cause. In in Section 21 below, in the event the Executive’s 's employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 Causeright. In addition, the Executive shall be entitled only to payment of the Executive’s her earned and unpaid Base Salary to the date of termination. The Executive also shall be entitled to unreimbursed business , earned and entertainment expenses unpaid bonus for the prior fiscal year, additional salary payments in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”).lieu of the

By the Company for Cause. The Company may terminate the Executive’s employment 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 If the Executive’s employment is terminated within 180 days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of by the Company or Holdco for “Cause” (as hereinafter defined), then the Board Executive shall be entitled to only the payment of Directors concludes that the situation warrants Accrued Obligations, which shall be paid to the Executive in cash in a determination that lump sum within thirty (30) days of the Executive’s employment terminated for CauseDate of Termination (other than the amount described in clause (2) of the definition of Accrued Obligations, which shall be paid in accordance with Section 3(b)) and neither the Company nor Holdco shall have any further obligation under this Agreement, except as expressly provided herein. In For the event avoidance of doubt, if the Executive’s employment is terminated by the Company or Holdco for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term shall be terminated; provided, however, that such termination shall not divest or if the Executive of any previously vested benefit resigns at a time when the Executive’s acts or right unless the terms of such vested benefit or right specifically require such divestiture where omissions constituted grounds to terminate the Executive’s employment is terminated for Cause without regard to applicable cure rights, any Sign-On Options that are outstanding as of the Date of Termination, whether or not then vested, shall be forfeited automatically without consideration. For purposes of this Agreement, “Cause. In addition, ” shall mean (1) conviction of the Executive shall be entitled by a court of competent jurisdiction of a felony (excluding felonies under any state or local vehicle and traffic code); (2) any act of intentional fraud in connection with his duties under this Agreement; (3) any act of gross negligence or willful misconduct with respect to payment of the Executive’s earned duties under this Agreement and unpaid Base Salary (4) any act of willful disobedience in violation of specific reasonable directions of the Board or the CEO consistent with the Executive’s duties; provided, in the case of clause (3) or (4), that the Executive has not cured the circumstances giving rise to “Cause” within fifteen (15) days of the date the Company gives notice to the date Executive of termination. The Executive also shall be entitled its intent to unreimbursed business and entertainment expenses in accordance with the Company’s policy, and unreimbursed medical, dental and other employee benefit expenses incurred in accordance with the Company’s employee benefit plans (the payments and benefits described in this subsection (a) hereinafter referred to as the “Standard Termination Payments”)terminate his employment on such basis.

By the Company for Cause. The Company may terminate the Executive’s employment 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, event shall any termination of employment be deemed for Cause unless the Executive’s employment is terminated within 180 one hundred eighty (180) days of when the Company learns of the act or conduct that constitutes Cause and the Chief Executive Officer of the Company or the Board of Directors concludes that the situation warrants a determination that the Executive’s employment terminated for Cause. In the event the Executive’s employment is terminated for Cause, all provisions of this Agreement (other than Sections 5 through 15 hereof) and the Employment Term 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 addition, the Executive shall be entitled to payment of the Executive’s earned and unpaid Base Salary to the date of terminationtermination 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 policypolicy (but no later than thirty (30) days after the date of termination), and unreimbursed medical, dental and other employee benefit expenses incurred payable in accordance with the Company’s applicable employee benefit plans (the payments and benefits described in this subsection (a) hereinafter herein after referred to as the “Standard Termination Payments”).