Common use of Cause Clause in Contracts

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation termination for “Cause” shall have "Cause" to terminate the include termination because Executive's employment hereunder upon : (A) the willful and continued failure by the Executive continually fails to substantially perform his or her duties with the Corporation Employer, (B) is adjudged guilty of a felony, any crime involving dishonesty or breach of trust or any crime involving a breach of his or her fiduciary duties to the Employer; (C) is willfully and continually failing to comply with any law, rule, or regulation (other than any such failure resulting from traffic violations or similar offenses) or final cease and desist order of a regulatory agency having jurisdiction over Employer; (D) commits a material act of dishonesty or disloyalty related to the business of the Employer, or (E) is unable to substantially perform his incapacity or her duties with the Employer due to physical drug addiction or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporationchronic alcoholism. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive, a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds threequarters (3/4) of the entire membership of the Employer’s Board of Directors at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his their counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses that constitutes Cause (A) or (Bas defined above) and specifying the particulars thereof conduct in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean termination on account of (A) the willful and continued failure by the Executive to substantially perform his Executive's duties with the Corporation Bank (other than any such failure resulting from his Executive's incapacity due to physical or mental illnessillness or Disability or any failure after the issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his Executive’s duties or (B) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationBank or its affiliates, monetarily or otherwise. For purposes of this paragraph, no No act, or failure to act, on the Executive's ’s part shall be considered deemed "willful" unless done, or omitted to be done, by him Executive not in good faith and without reasonable belief that his Executive’s action or omission was in the best interests interest of the CorporationBank. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him Executive a copy of a resolution, the resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himExecutive, together with his Executive’s counsel, to be heard before the Board)) finding that, finding that in the good faith opinion of the Board the Board, Executive was guilty of conduct set forth above in clauses (A) or (Bthis Section 4(f)(ii) and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's , without liability to the Executive pursuant to this Agreement, if the Executive’s employment with the Company is terminated for Cause. For purposes solely of determining whether the Company may terminate the Executive pursuant to this Section 3(d) without liability to the Executive, the Executive shall be deemed to have been terminated for “Cause” only if the Executive (1) has engaged in fraud, misappropriation or embezzlement involving the Company, (2) is convicted of or admits a felony or other offense involving dishonesty or moral turpitude, or (3) willfully refuses to carry out a lawful written instruction of the Agreement, the Corporation shall have "Cause" to terminate Board that is consistent with the Executive's employment hereunder upon (A) the willful ’s position and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) duties, which refusal continues for a period of 30 days after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) received a written notice describing in reasonable detail the willful engaging circumstances deemed by the Executive in gross misconduct materially and demonstrably injurious Board to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporationconstitute such refusal. Notwithstanding the foregoing, the Executive shall not be deemed deemed, for purposes of this Agreement, to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds majority of the entire membership of the Company’s Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his the Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of engaged in the conduct set forth above in clauses (A) or (Bthe second sentence of this Section 3(d) and specifying the particulars thereof in reasonable detail.

Cause. The Corporation Company may terminate the Executive, without liability to the Executive pursuant to this Agreement, if the Executive's employment with the Company is terminated for Cause. For purposes solely of determining whether the AgreementCompany may terminate the Executive pursuant to this Section 3(d) without liability to the Executive, the Corporation Executive shall be deemed to have been terminated for "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the only if Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical had engaged in fraud, misappropriation or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no actembezzlement, or failure to act, on the Executive's part shall be considered "willful" unless done, any conviction or omitted to be done, by him not in good faith and without reasonable belief that his action admission of a felony or omission was in the best interests of the Corporationother offense involving dishonest or moral turpitude. Notwithstanding the foregoing, the Executive shall not be deemed deemed, for purposes of this Agreement, to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twofive-thirds eighths of the entire membership of the Company's Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (Bthe second sentence of this Section 3(d) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's ’s employment for Cause. For purposes the purpose of the this Agreement, the Corporation shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (A) the willful and continued failure refusal by the Executive substantially to substantially perform his duties with the Corporation (other than any such failure refusal resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies provides reasonable detail of the manner in which the Board believes that the Executive has not refused substantially performed to perform his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, act or failure to act, act on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds three quarters of the entire membership members of the Board Board, at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment ’s employment. hereunder for Cause. For purposes of the this Agreement, the Corporation “Cause” shall have "Cause" to terminate the Executive's employment hereunder upon mean (Ai) the willful and continued failure or refusal by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive’s incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is delivered to the Executive by the Corporation Company, which specifically demand identifies the manner in which the Company believes that the Executive has not substantially performed his duties or such duties, (Bii) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes of this paragraphCompany, no actmonetarily or otherwise (including, but not limited to, conduct described in Section 14) or failure to act, on (iii) the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests conviction of the CorporationExecutive of, the entering of a plea of nolo contendere by the Executive with respect to, a felony. Notwithstanding the foregoing, the Executive Executive’s employment hereunder shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable written notice to the Executive and an a reasonable opportunity for himthe Executive, together with his the Executive’s counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailshould be terminated for cause.

Cause. The Corporation Company may at any time terminate the Executive's ’s employment under this Agreement for Cause. For purposes of the this Agreement, the Corporation shall have "“Cause" to terminate the Executive's employment hereunder upon ” means: (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation under this Agreement (other than any such failure resulting from his the Executive’s incapacity due to physical or mental illness) illness or from the termination of this Agreement by the Executive for Good Reason), after a demand for substantial performance is delivered to the Executive by the Corporation which Company specifically identifies identifying the manner that in which the Company believes the Executive has not substantially performed his duties, and the Executive shall have failed to resume substantial performance of such duties or within thirty (B30) days of receiving such demand, (ii) the willful engaging by the Executive in gross misconduct criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation). For purposes of this paragraph, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding anything herein to the foregoingcontrary, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board then in office (other than the Executive) at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses clause (Ai), (ii) or (B) iii), above, and specifying the particulars thereof thereon in detail.

Cause. The Corporation may terminate the Executive's ’s employment for Cause. For purposes of the Agreement, the Corporation shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate “Cause” for termination by the Executive's employment for Cause. For purposes Company of your employment, during the AgreementProtected Period, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon mean (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination for Good Reason by you) for a period of at least 30 consecutive days after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties or your duties, (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany or its subsidiaries, monetarily or otherwise, or (C) you are convicted of, or have entered a plea of nolo contendere to, a felony. For purposes of clauses (A) and (B) of this paragraphdefinition, no act, or failure to act, on the Executive's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his action your act, or omission failure to act, was in the best interests interest of the CorporationCompany. Notwithstanding the foregoingThe foregoing notwithstanding, the Executive shall you will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, the resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board)) finding that, finding that in the good faith opinion of the Board the Executive was Board, you were guilty of conduct set forth above in clauses (A) or (Bthis Section 3(f)(ii) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean (Aa) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bb) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection 3(C), no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (Bthis Section 3(C) and specifying the particulars thereof in detailthereof.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean (Ai) the willful and continued failure or refusal by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is delivered to the Executive by the Corporation Company, which specifically demand identifies the manner in which the Company believes that the Executive has not substantially performed his duties or such duties, (Bii) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes Company, monetarily or otherwise (including, but not limited to, conduct described in Section 14) or (iii) the conviction of this paragraph, no actthe Executive of, or failure to actthe entering of a plea of nolo contendere by the Executive with respect to, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporationa felony. Notwithstanding the foregoing, the Executive Executive's employment hereunder shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable written notice to the Executive and an a reasonable opportunity for himthe Executive, together with his the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailshould be terminated for cause.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Causecause. For purposes of the this Agreement, "cause" shall mean that the Corporation shall have "Cause" Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; refusal or unwillingness to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's disability) after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive's duty of loyalty to the CorporationCompany; or a breach of any term of this Agreement. For purposes of this paragraphSection 3(d), no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice cause without delivery to the Executive and an opportunity for himof a notice of termination signed by the Company's Chairman or Chief Executive Officer stating that, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board officer signing such notice, the Executive was guilty has engaged in or committed conduct of conduct set forth the nature described above in clauses (A) or (B) the second sentence of this Section 3(d), and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" to terminate the Executive's employment hereunder mean termination upon (A) the willful and continued failure by the Executive you substantially to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illness) illness or such actual or anticipated failure resulting from your termination for Good Reason), after a demand for substantial performance is delivered to the Executive you by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on the Executive's your part shall be considered "“willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (A) the your engaging in willful and continued misconduct, or your willful and continued failure by the Executive to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance ), if such failure or misconduct is delivered materially damaging or materially detrimental to the Executive by business and operations of the Corporation Company, provided that you shall have received written notice of such failure or misconduct and shall have continued to engage in such failure or misconduct after 30 days following receipt of such notice from the Board, which notice specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties you have engaged in such failure or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporationmisconduct. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without your reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above failure to substantially perform your duties or of misconduct in clauses (A) accordance with the first sentence of this Subsection, and of continuing such failure to substantially perform your duties or (B) misconduct as aforesaid after notice from the Board, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreementthis Agreement only, the Corporation Company shall have "Cause" to terminate the ExecutiveEmployee's employment hereunder upon (A) only on the basis of fraud, misappropriation, embezzlement or willful engagement by Employee in misconduct which is demonstrably and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the CorporationCompany and its subsidiaries taken as a whole. For purposes of this paragraph, no An act, or failure to act, on the Executive's part omission of Employee shall not be considered "willful" unless done, or omitted to be done, by him not in Employee without good faith and without a reasonable belief that his action the act or omission was in the best interests of the CorporationCompany and its subsidiaries. Notwithstanding the foregoing, the Executive shall Employee may not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Company's Board of Directors at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive Employee and an opportunity for himEmployee, together with his Employee's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive Employee was guilty of the conduct set forth above in clauses (A) or (B) the first sentence of this Section, and specifying the particulars thereof in detail. Notwithstanding the foregoing, Employee shall have the right to contest such termination for Cause (for purposes of this Agreement) by arbitration in accordance with the provisions of Section 8.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean (Ai) the willful and continued failure or refusal by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illness), which has not ceased within ten (10) days after a written demand for substantial performance is delivered to the Executive by the Corporation Company, which specifically demand identifies the manner in which the Company believes that the Executive has not substantially performed his duties or such duties, (Bii) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes Company, monetarily or otherwise (including, but not limited to, conduct described in Section 14) or (iii) the conviction of this paragraph, no actthe Executive of, or failure to actthe entering of a plea of nolo contendere by the Executive with respect to, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporationa felony. Notwithstanding the foregoing, the Executive Executive's employment hereunder shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable written notice to the Executive and an a reasonable opportunity for himthe Executive, together with his the Executive's counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailshould be terminated for Cause.

Cause. The Corporation may terminate the Executive's employment for “Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon ” means (Ai) the willful and continued failure by the Executive Employee to substantially perform his the Employee’s duties with the Corporation Company (other than any such failure resulting from his the Employee’s incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Executive by the Corporation Employee which specifically identifies the manner that in which the Executive Employee has not substantially performed his duties duties, or (Bii) the willful engaging by the Executive Employee in gross misconduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphAgreement, no act, act or failure to act, act on the Executive's Employee’s part shall be considered "“willful" ” unless done, done or omitted to be done, done by him the Employee not in good faith and without reasonable belief that his such action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board of Directors of the Company at a meeting of the Board called and held for the purpose such purposes (after reasonable notice to the Executive Employee and an opportunity for himthe Employee, together with his the Employee’s counsel, to be heard before the Board), finding stating that in the good faith opinion of the Board the Executive Employee was guilty of conduct constituting Cause as set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Termination by the Corporation may terminate the Executive's of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean termination on (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance by you of a Notice of Termination for Good Reason as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties; or (B) the willful engaging by the Executive you in gross misconduct conduct that is demonstrably and materially and demonstrably injurious to the Corporation, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without a reasonable belief that his your action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held hold for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have a termination of employment is for "Cause" to terminate if the Executive's employment hereunder upon (A) basis of the termination is fraud, misappropriation, embezzlement or willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging engagement by the Executive in gross misconduct which is demonstrably and materially and demonstrably injurious to the Corporation. For purposes of this paragraph, Company and its subsidiaries taken as a whole (no act, or failure to act, on the Executive's part of the Executive shall be considered "willful" unless done, or omitted to be done, by him the Executive not in good faith and without a reasonable belief that his the action or omission was in the best interests of the Corporation. Notwithstanding the foregoingCompany and its subsidiaries); PROVIDED, HOWEVER, that the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a Notice of Termination (as hereinafter defined) and copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of those members of the entire membership Company's Board of Directors who are not then employees of the Board Company at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his the Executive's counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, the Executive was guilty of the conduct set forth above in clauses (A) or (B) the first sentence of this Section 2.4 and specifying the particulars thereof in detail.

Cause. The Corporation may terminate For the Executive's employment for Cause. For purposes of the this Agreement, the Corporation Company shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (A1) the willful and continued failure by the Executive to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B2) the willful engaging by the Executive in gross misconduct conduct materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection 3.2, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" unless ” if, in Executive’s sole judgment, his action or omission was done, or omitted to be done, by him not in good faith and without with a reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himExecutive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses clause (A1) or (B2) of the first sentence of this Section 3.2, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation termination for “Cause” shall have "Cause" to terminate the include termination because Executive's employment hereunder upon : (A) the willful and continued failure by the Executive continually fails to substantially perform his duties with the Corporation Employer; (B) is adjudged guilty of a felony, any crime involving dishonesty or breach of trust or any crime involving a breach of his fiduciary duties to the Employer; (C) is willfully and continually failing to comply with any law, rule, or regulation (other than any such failure resulting from traffic violations or similar offenses) or final cease and desist order of a regulatory agency having jurisdiction over Employer; (D) commits a material act of dishonesty or disloyalty related to the business of the Employer; or (E) is unable to substantially perform his incapacity duties with the Employer due to physical drug addiction or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporationchronic alcoholism. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive, a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds three‑quarters (3/4) of the entire membership of the Employer’s Board of Directors at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his their counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses that constitutes Cause (A) or (Bas defined above) and specifying the particulars thereof conduct in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his his/her incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation “Cause” shall have "Cause" to terminate the Executive's employment hereunder upon mean (Aa) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bb) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection 3(C), no act, or failure to act, on the Executive's your part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (Bthis Section 3(C) and specifying the particulars thereof in detailthereof.

Cause. The Corporation Company may terminate the Executive's ’s employment hereunder for Cause. For the purposes of the this Agreement, the Corporation Company shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (hereunder, other than any such failure resulting from his the Executive’s incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties , or (Bii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the CorporationCompany, or (iii) the willful violation by the Executive of the provisions of Confidentiality Agreement hereof provided that such violation results in demonstrably material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses clause (A) i), (ii), or (B) iii), and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the ExecutiveEmployee's employment for "Cause. ." For the purposes of the this Agreement, the Corporation Company shall have "Causecause" to terminate the ExecutiveEmployee's employment hereunder upon (A) the willful and continued failure by the Executive Employee to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive Employee by the Corporation Board of Directors of the Company (the "Board") which specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B) the willful engaging by the Executive Employee in gross misconduct materially and demonstrably injurious to the CorporationCompany. For purposes of this paragraph, no act, or failure to act, on the ExecutiveEmployee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a Notice of Termination together with a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire authorized membership of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, Employee to be heard before the Board), finding that in the good faith opinion of the Board the Executive he was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this Section 2.2 and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean termination on account of (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or disability or any failure after the issuance of a Notice of Termination by you for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of the Company and/or its subsidiaries, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his your duties or (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraph, no No act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, the resolution duly adopted by the affirmative vote of not less than twothree-thirds of quarters (3/4) off the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board)) finding that, finding that in the good faith opinion of the Board the Executive was Board, you were guilty of conduct set forth above in clauses (A) or (Bthis Section 3(f)(ii) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (Aa) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Subsection 3(iv), by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bb) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes (of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not You may be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until only after there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-then two thirds (2/3) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (Aa) or (Bb) of the first sentence of this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation may terminate In the Executive's employment for Cause. For purposes event of (i) any material breach of the Agreementprovisions of this Agreement by the Employee, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (Aii) the willful and Employee's continued failure by the Executive to substantially perform his reasonably assigned duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive Employee by the Corporation which Board or the Chief Executive Officer of the Company (where such demand specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive Employee has not substantially performed his duties or duties) and the passage of a reasonable period of time to comply with such demand, (Biii) the Employee's willful engaging misconduct or gross negligence, (iv) conduct by the Executive in gross misconduct materially and demonstrably Employee involving dishonesty for personal gain, fraud or unlawful activity which is injurious to the Corporation. For purposes Company, (v) a conviction of this paragraph, no act, or failure plea of nolo contendere to act, on a felony or any crime involving moral turpitude or (vi) the Executive's part Employee shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests breach any provision of Article I of the Corporation. Notwithstanding the foregoingStock Purchase Agreement, the Executive Company shall have the right to terminate the Employee's employment for "Cause"; provided, however, that the Employee shall not be deemed to have been terminated for Cause based upon under any of clauses (Ai) or through (Biii) above unless and until there shall have been delivered to him the Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board Board, at a meeting of the such Board called and held for the purpose (after reasonable notice to the Executive Employee and an opportunity for himthe Employee, together with his counsel, to be heard before the Boardat such meeting), finding that in the good faith opinion of the Board Board, the Executive was guilty Employee had engaged in conduct of conduct set forth above the type described in any of clauses (Ai) or through (Biii) above and specifying the particulars thereof in detailthereof.

Cause. The Corporation Company may terminate the ExecutiveEmployee's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the ExecutiveEmployee's employment hereunder upon (A) the willful and continued failure by the Executive Employee to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Employee's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which Company specifically identifies identifying the manner that in which the Executive Company believes the Employee has not substantially performed his duties duties, or (B) the willful engaging by the Executive Employee in gross misconduct which is materially and demonstrably injurious to the Corporationbusiness or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Employee of the provisions of Sections 5, 6 and 7 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the ExecutiveEmployee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above "Cause" unless and until there shall have been delivered to him the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership Members of the Board at meeting of Board, excluding the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board)Employee, finding that in the good faith opinion of the Board Board, the Executive Employee was guilty of conduct set forth above in clauses clause (A) ), (B), or (BC) of the preceding sentence, and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment during the Employment Period for "Cause. ." For purposes of the this Agreement, the Corporation shall have "Cause" means (i) an act or acts of personal dishonesty taken by the Executive and intended to terminate result in substantial personal enrichment of the Executive at the expense of the Company, (ii) repeated violations by the Executive of the Executive's employment hereunder upon obligations under Section 4(a) of this Agreement which are demonstrably willful and deliberate on the Executive's part and which are not remedied in a reasonable period of time after receipt of written notice from the Company or (Aiii) the willful and continued failure by conviction of the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after of a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporationfelony involving moral turpitude. For purposes of this paragraphSection 5(b), no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses clause (A) i), (ii), or (Biii) of the second sentence of this Section 5(b) and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's ’s employment hereunder for Causecause. For purposes of the this Agreement, “cause” shall mean that the Corporation shall have "Cause" Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; refusal or unwillingness to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive’s disability) after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive’s duty of loyalty to the CorporationCompany; violation of the Code of Ethical Business Conduct; or a breach of any term of this Agreement. For purposes of this paragraphSection 3(d), no act, or failure to act, on the Executive's ’s part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice cause without delivery to the Executive and an opportunity for himof a notice of termination signed by the Company’s Chief Executive Officer or President stating that, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board officer signing such notice, the Executive was guilty has engaged in or committed conduct of conduct set forth the nature described above in clauses (A) or (B) the second sentence of this Section 3(d), and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the ExecutiveEmployee's employment hereunder for "Cause". For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (Bi) the willful engaging by the Executive Employee in gross misconduct materially and demonstrably injurious to the Corporation, (ii) the willful and material violation by the Employee of the provisions of Section 4 hereof or of the Proprietary Agreement, or (iii) the willful and material violation by the Employee of any provision of this Agreement, other than Section 4 hereof or of the Proprietary Agreement, which is not cured by the Employee within fifteen (15) days after written notice thereof from the Corporation. For purposes of this paragraph, no act, or failure to act, on the ExecutiveEmployee's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporationcorporation. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Employee a copy of a resolution, duly adopted by the affirmative vote Board of not less than two-thirds of the entire membership of the Board Directors at a meeting of the Board of Directors called and held for the purpose (after reasonable five (5) days notice to the Executive Employee of such meeting and an opportunity for him, together with his counsel, to be heard before the Board), Board of Director at such meeting) for the purposes of finding that in the good faith opinion of the Board of Directors, the Executive Employee was guilty of conduct set forth above in clauses (Ai), (ii) or (Biii) and specifying the particulars thereof in detailof this Section 5(c).

Cause. The Corporation may terminate Termination of the Executive's ’s employment by the Company or a Subsidiary for “Cause. For purposes ” shall mean termination by reason of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the Executive’s willful and continued failure by engagement in conduct which involves dishonesty or moral turpitude which either (1) results in substantial personal enrichment of the Executive to substantially perform his duties with at the Corporation expense of the Company or any of its Subsidiaries, or (other than any such failure resulting from his incapacity due to physical or mental illness2) after a demand for substantial performance is delivered demonstrably and materially injurious to the Executive by financial condition or reputation of the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties Company or any of its Subsidiaries, (B) the Executive’s willful engaging violation of the provisions of the confidentiality or non-competition agreement entered into between the Company or any of its Subsidiaries and the Executive or (C) the commission by the Executive in gross misconduct materially and demonstrably injurious to the Corporationof a felony. For purposes of this paragraph, no act, An act or failure to act, on the Executive's part omission shall be considered "deemed “willful" unless ” only if done, or omitted to be done, by him not in good bad faith and without reasonable belief that his action or omission it was in the best interests interest of the CorporationCompany and its Subsidiaries. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy written notice of a resolution, duly adopted by termination from the affirmative vote of not less than two-thirds of the entire membership Compensation and Nominating Committee of the Board at meeting of or any successor thereto (the Board called and held for the purpose (“Committee”) after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Board)Committee, finding that that, in the good faith opinion of the Board such Committee, the Executive was guilty of conduct set forth above in clauses clause (A) or (B) of the first sentence of this subsection (b) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason, as defined in Subsections 3(iv) and 3(iii), respectively) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (B) this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation Company shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon upon: (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (duties, other than any when such failure resulting from his the Executive’s incapacity is due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or ; (Bii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the CorporationCompany or its subsidiaries; or (iii) the commission by the Executive of a crime which is a felony. For purposes the purpose of this paragraphsubsection (d), no act, or the failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany or subsidiaries. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses under subsections (Ai), (ii) or (Biii) above of the first sentence of this subsection (d), unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses clause (Ai), (ii) or (Biii) of the first sentence of this subsection (d) and specifying the particulars thereof thereto in detail.

Cause. The Corporation Employer may terminate the ExecutiveEmployee's employment for ----- "Cause. ." For the purposes of the this Agreement, the Corporation Employer shall have "Cause" to terminate the ExecutiveEmployee's employment hereunder upon (A) the willful and continued failure by the Executive Employee to substantially perform his duties with the Corporation Employer (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive Employee by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B) the willful engaging by the Executive Employee in gross misconduct materially and demonstrably injurious to the CorporationCompany. For purposes of this paragraph, no an act, or failure to act, on the ExecutiveEmployee's part shall not be considered "willful" unless if done, or omitted to be done, by him not (A) in good faith and without (B) with reasonable belief that his action or omission was in not opposed to the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3d's) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himEmployee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive he was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Cause. Cause shall mean: I.0.1 The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity the Executive's incapability due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason) after a demand for substantial performance is delivered to the Executive by the Corporation which Company specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties or (B) the duties; or I.0.2 The willful engaging by the Executive in gross misconduct that is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise including, but not limited to, conduct that would constitute a violation of Section 6 of the Executive Severance Agreement if engaged in during the time period described therein. For purposes of this paragraph, no No act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without (Ai) or reasonable notice from the Board to the Executive setting forth the reasons for the Company's intention to terminate for Cause, (Bii) above unless and until there shall have been delivered delivery to him a copy the Executive of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership or more of the Board then in office (excluding the Executive if he is then a member of the Board) at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board)such purpose, finding that in the good faith opinion of the Board Board, the Executive was guilty of the conduct herein set forth above in clauses (A) or (B) and specifying the particulars thereof in detail, (iii) an opportunity for the Executive, together with his counsel, to be head before the Board, and (iv) delivery to the Executive of a Notice of Termination from the Board specifying the particulars thereof in detail.

Cause. The During the Protection Period, the Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate means (i) an act or acts of dishonesty on the Executive's employment hereunder upon part which are intended to result in his substantial personal enrichment at the expense of the Corporation or (Aii) the willful and continued failure repeated violations by the Executive to substantially perform of his duties with obligations under Section 4 of this Agreement which are demonstrably willful and deliberate on the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation Executive's part and which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive resulted in gross misconduct materially and demonstrably injurious material injury to the Corporation. For purposes of this paragraphprovision, no act, act or failure to act, on the part of the Executive's part , shall be considered to constitute "willfulCause" unless it is done, or omitted to be done, by him not the Executive in good bad faith and or without reasonable belief that his the Executive's action or omission was in the best interests of the Corporation. Notwithstanding Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the foregoingBoard or upon the instructions of the Chief Executive Officer or a senior officer of the Corporation or based upon the advice of counsel for the Corporation shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of the Corporation. The cessation of employment of the Executive shall not be deemed to have been terminated be for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity for himopportunity, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board Board, the Executive was is guilty of the conduct set forth above described in clauses subparagraph (Ai) or (Bii) above, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" shall mean that the Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; refusal or unwillingness to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's Disability) for a 30-day period after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically refers to this paragraph and identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive's duty of loyalty to the CorporationCompany; or a breach of any term of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered without delivery to him a copy the Executive of a resolution, duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership Company's Chairman of the Board at meeting or Chief Executive Officer stating that the Board of Directors of the Board called and held for the purpose (after reasonable notice to Company has determined that the Executive and an opportunity for him, together with his counsel, to be heard before has engaged in or committed conduct of the Board), finding that nature described in the good faith opinion second sentence of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this paragraph, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate For purposes of this Agreement, termination by the Company of the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination (a) upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) Company, after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or duties, (Bb) the willful engaging by the Executive in gross misconduct an act or acts of dishonesty constituting a felony under the laws of the United States or any state thereof and resulting or intended to result directly or indirectly in gain or personal enrichment at the expense of the Company, or the Executive's conviction of a felony under the laws of the United States or any state thereof, or (c) the willful engaging by the Executive in conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's part shall be considered deemed "willful" unless done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation Subsidiary may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Subsidiary shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the executive's incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive by the Corporation which Subsidiary that specifically identifies the manner that in which the Subsidiary believes the Executive has not substantially performed his duties duties, or (B) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the CorporationSubsidiary, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationSubsidiary. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without (Ai) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and setting forth the reasons for the Subsidiary's intention to terminate for Cause; (ii) an opportunity for himthe Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion Board of Directors of the Board Subsidiary, and (iii) delivery to the Executive was guilty of conduct set forth above a Notice of termination as defined in clauses (A) or (B) and specifying the particulars thereof in detail.subsection

Cause. The Corporation may terminate For the Executive's employment for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon (A1) the willful and continued failure by the Executive to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B2) the willful engaging by the Executive in gross misconduct conduct materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection 3.2, no act, or failure to act, on the Executive's part shall be considered "willful" unless if, in the Executive's sole judgment, his action or omission was done, or omitted to be done, by him not in good faith and without with a reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himExecutive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses clause (A1) or (B2) of the first sentence of this Section 3.2, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon means (Ai) the willful and continued failure by the Executive Employee to substantially perform his the Employee's duties with the Corporation Company (other than any such failure resulting from his the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Executive by the Corporation Employee which specifically identifies the manner that in which the Executive Employee has not substantially performed his duties duties, or (Bii) the willful engaging by the Executive Employee in gross misconduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphAgreement, no act, act or failure to act, act on the ExecutiveEmployee's part shall be considered "willful" unless done, done or omitted to be done, done by him the Employee not in good faith and without reasonable belief that his such action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board of Directors of the Company at a meeting of the Board called and held for the purpose such purposes (after reasonable notice to the Executive Employee and an opportunity for himthe Employee, together with his the Employee's counsel, to be heard before the Board), finding stating that in the good faith opinion of the Board the Executive Employee was guilty of conduct constituting Cause as set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's ’s employment for Cause. For purposes the purpose of the this Agreement, the Corporation shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (A) the willful and continued failure refusal by the Executive substantially to substantially perform his duties with the Corporation (other than any such failure refusal resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has not refused substantially performed to perform his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, act or failure to act, act on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds three quarters of the entire membership members of the Board Board, at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes the purpose of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure refusal by the Executive substantially to substantially perform his duties with the Corporation (other than any such failure refusal resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has not refused substantially performed to perform his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, act or failure to act, act on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him the Executive not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership members of the Board Board, at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation Executive’s employment may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure be terminated at any time by the Executive to substantially perform his duties with the Corporation Company for “Cause” (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporationas defined below). For purposes of this paragraphAgreement, no act, “Cause” shall mean Executive’s (i) conviction of a felony or a crime of moral turpitude; (ii) conduct that constitutes fraud or embezzlement; (iii) willful misconduct or willful gross neglect; (iv) continued willful failure to actsubstantially perform her duties as Executive Vice President, on the Executive's part shall be considered "willful" unless doneBusiness Affairs and General Counsel; or (v) a material breach by Executive of this Agreement. With respect to a termination pursuant to clause (iv) or (v), or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) to the extent such failure to perform duties or material breach is subject to cure, the Company shall have notified Executive in writing describing such failure to perform duties or material breach and Executive shall have failed to cure such failure to perform or breach within 30 days after her receipt of such written notice, and (B) above if such termination for Cause shall occur within the Initial Period (as defined below), Cause shall not exist unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable five (5) days’ prior written notice to the Executive of such meeting and the purpose thereof and an opportunity for himthe Executive, together with his her counsel, to be heard before the BoardBoard at such meeting), of a finding that that, in the good faith opinion of the Board Board, the Executive was guilty of any of the conduct set forth above in clauses subparagraph (Aiv) or (Bv) and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" shall mean that the Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; failure to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's Disability) for a 30-day period after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically refers to this paragraph and identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive's duty of loyalty to the CorporationCompany; or a breach of any term of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered without delivery to him a copy the Executive of a resolution, duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership Company's Chairman of the Board at meeting stating that the Board of Directors of the Board called and held for the purpose (after reasonable notice to Company has determined that the Executive and an opportunity for him, together with his counsel, to be heard before has engaged in or committed conduct of the Board), finding that nature described in the good faith opinion second sentence of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this paragraph, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean termination on (A) the willful and continued failure by the Executive you substantially to substantially perform his your duties with the Corporation Company in accordance with the instructions of the Board or the executive officers to whom you report (other than any such failure resulting from his your incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive you by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses clause (A) or (B) of the first sentence of this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Company of Executive's ’s employment for “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" to terminate the Executive's employment hereunder mean termination upon (A) the willful and continued failure by the Executive him to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by him for Good Reason, as defined in Sections 4.4(iv) and 4.4(iii), respectively) after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Causecause. For purposes of the this Agreement, "cause" shall mean that the Corporation shall have "Cause" Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; refusal or unwillingness to substantially perform his her duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's disability) after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties her duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive's duty of loyalty to the CorporationCompany; or a breach of any term of this Agreement. For purposes of this paragraphSection 3(d), no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice cause without delivery to the Executive and an opportunity for himof a notice of termination signed by the Company's Chief Executive Officer or President stating that, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board officer signing such notice, the Executive was guilty has engaged in or committed conduct of conduct set forth the nature described above in clauses (A) or (B) the second sentence of this Section 3(d), and specifying the particulars thereof in detail.

Cause. The Corporation Subject to the notice provisions set forth below, the Employer may terminate the ExecutiveEmployee's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder at any time. "Cause" shall mean termination upon (A1) the willful and continued failure by the Executive Employee to substantially perform his duties with the Corporation Employer (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive him by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties or (B2) the willful engaging by the Executive Employee in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationEmployer, monetary or otherwise. For purposes of this paragraphparagraph (b) of this Section 7, no act, or failure to act, on the ExecutiveEmployee's part shall be considered deemed "willful" unless done, or omitted to be done, by him not in good faith and without the reasonable belief that his this action or omission was in the best interests interest of the CorporationEmployer. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the such Board called and held for the purpose (after reasonable notice to the Executive him and an opportunity for him, together with his counsel, to be heard before the such Board), finding that he has engaged in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses this paragraph (A) or (Bb) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of Employee’s employment for “Cause. For purposes of the Agreement, the Corporation ” following a Change in Control shall have "Cause" to terminate the Executive's employment hereunder upon mean termination upon: (Aa) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) Company after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has duties have not substantially performed his duties been performed, or (Bb) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphsubsection, no act, or failure to act, on the Executive's Employee’s part shall be considered "deemed “willful" ” unless done, or omitted to be doneignored, by him Employee not in good faith and without reasonable belief that his the action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative and unanimous vote of not less than two-thirds of the entire membership of the Board (deemed to not include Employee should he be a member of the Board as of such time) at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before by the Board), finding that that, in the good faith opinion of the Board Board, Employee was culpable of the Executive was guilty of conduct misconduct or omission set forth above in clauses (Aa) or (Bb) of this subsection and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" shall mean that the Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; failure to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's Disability) for a 30-day period after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically refers to this paragraph and identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging Company; violation of any fiduciary duty; violation of the Executive's duty of loyalty to the Company; or a breach of any material term of this Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this paragraph and identifies the manner in which the Company believes the Executive in gross misconduct materially and demonstrably injurious to the Corporationhas breached a material term of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered without delivery to him a copy the Executive of a resolution, duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership Company's Chief Executive Officer or Chairman of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding stating that in the good faith opinion of the Board officer signing such notice, the Executive was guilty has engaged in or committed conduct of conduct set forth above the nature described in clauses (A) or (B) the second sentence of this paragraph, and specifying the particulars thereof in detail.

Cause. The Corporation Company or the Subsidiary may terminate the Executive's employment for "Cause". For purposes A termination for Cause is a termination evidenced by a resolution adopted in good faith by two-thirds (2/3) of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Board that the Executive (i) willfully and continually failed to substantially perform his duties with the Corporation Company (other than any such a failure resulting from his the Executive's incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after a written notice of demand for substantial performance is has been delivered to the Executive by the Corporation which specifically identifies specifying the manner in which the Executive has failed to substantially perform, or (ii) willfully engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; PROVIDED, HOWEVER that no termination of the Executive's employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Executive a copy of a written notice setting forth that the Executive has not substantially performed his duties or was guilty of the conduct set forth in clause (Bii) and specifying the particulars thereof in detail, and (y) the willful engaging Executive shall have been provided an opportunity to be heard by the Board (with the assistance of the Executive's counsel if the Executive in gross misconduct materially and demonstrably injurious to the Corporationso desires). For purposes of this paragraph, no No act, or nor failure to act, on the Executive's part part, shall be considered "willful" unless donehe has acted or failed to act, or omitted to be done, by him not in with an absence of good faith and without a reasonable belief that his action or omission failure to act was in the best interests interest of the CorporationCompany. Notwithstanding anything contained in this Agreement to the foregoingcontrary, no failure to perform by the Executive after Notice of Termination is given by the Executive shall not be deemed to have been terminated constitute cause for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy purposes of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailthis Agreement.

Cause. The Corporation may terminate Termination by the Company of the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (A1) the willful and continued failure by the Executive him to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by him for Good Reason, as defined in subsections 4(c) and 4(d), respectively, of this Section A) after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B2) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphsubsection, no act, or failure to act, on the Executive's part shall be considered deemed "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this subsection and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of the this Agreement, the Corporation shall have term "Cause" to terminate the Executive's employment hereunder upon shall mean: (Ai) the willful and continued failure by of the Executive to perform substantially perform his the Executive's duties with the Corporation Company as set forth in Section 2.1.2, "Duties," (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed his the Executive's duties or and Executive has not cured any such failure to perform within ten (B10) business days of such demand; (ii) material violation of any of the willful engaging Company's policies; (iii) breach by the Executive of his obligations under this Agreement; or (iv) if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially and demonstrably injurious to the CorporationCompany as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this paragraphprovision, no act, act or failure to act, on the part of the Executive's part , shall be considered "willful" unless it is done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interests bad faith. The vote of the Corporation. Notwithstanding Board on the foregoing, the Executive shall resolutions contemplated in (i) and (iv) of this Section 3.2 will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and taken until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose five (after reasonable notice 5) business days to the Executive of the meeting and an opportunity for him, together with his counsel, Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailat such meeting.

Cause. The Corporation Company may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" shall mean that the Company, acting in good faith based upon the information then known to terminate the Executive's employment hereunder upon (A) the willful and continued failure by Company, determines that the Executive has engaged in or committed: willful misconduct; theft, fraud or other illegal conduct; refusal or unwillingness to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illnessthe Executive's Disability) for a 30-day period after a written demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically refers to this paragraph and identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties; insubordination; any willful act that is likely to and which does in fact have the effect of injuring the reputation or (B) business of the willful engaging by Company; violation of any fiduciary duty; violation of the Executive in gross misconduct materially and demonstrably injurious Executive's duty of loyalty to the CorporationCompany; or a breach of any term of this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" willful unless done, done or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered without delivery to him a copy the Executive of a resolution, duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership Company's Chairman of the Board at meeting stating that the Board of Directors of the Board called and held for the purpose (after reasonable notice to Company has determined that the Executive and an opportunity for him, together with his counsel, to be heard before has engaged in or committed conduct of the Board), finding that nature described in the good faith opinion second sentence of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this paragraph, and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon the occurrence of any of the following events: (Ai) the willful and continued commission by Executive of a felony that brings material disrepute to the Company; or (ii) the continuing failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his Executive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason) after a demand for substantial performance is delivered to the Executive by the Corporation which Company in writing that specifically identifies the manner that in which the Company believes Executive has not substantially performed his duties or duties; or (Biii) misconduct by Executive (including, but not limited to, breach by Executive of the willful engaging by the Executive in gross misconduct provisions of Section 11 hereof) that is demonstrably and materially and demonstrably injurious to the CorporationCompany or its subsidiaries, whether monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive Cause shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above exist unless and until there shall have been the Company has delivered to him Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the LFI Board of Directors (the "LFI Board") at a meeting of the LFI Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for himExecutive, together with his counsel, to be heard before the LFI Board), finding that in the good faith opinion of the Board the LFI Board, Executive was guilty of engaged in the conduct set forth above in clauses (A) or (Bthis Section 7(c) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate term “Cause” shall mean (i) Employee’s commission of any of fraud, embezzlement or misappropriation involving the Executive's employment for Cause. For purposes Company; (ii) Employee’s conviction of or enter of a plea of guilty or no contest to any felony involving moral turpitude or dishonesty; (iii) Employee’s action, or failure to commit an act, involving the Company which amounts to willful misconduct, wanton misconduct, gross negligence or a breach of this Agreement, and which is materially and demonstrably harmful to the Corporation shall have "Cause" Company; or (iv) Employee’s willful failure to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his responsibilities and duties with to the Corporation Company following receipt of written notice from the Company which specifically describes past instances of such willful failure (other than any such failure resulting from his incapacity due to physical or mental illnessdisability). With respect to a termination for Cause arising out of conduct described in clauses (i), (iii) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (Biv) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive a termination shall not be deemed to have been terminated considered for Cause based upon clauses (A) or (B) above for purposes of this Agreement unless and until there shall have been delivered to him the Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board Board, at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive Employee and an opportunity for himEmployee, together with his counselcounsel or other advisors, to be heard before the Boardat such meeting), finding that in the good faith opinion of the Board the Executive was guilty of Employee had engaged in conduct set forth above described in clauses clause (Ai), (iii) or (Biv) above and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's ’s employment during the Employment Period for Cause. For purposes of the this Agreement, the Corporation term “Cause” shall have "Cause" to terminate the Executive's employment hereunder upon mean: (Ai) the willful and continued failure by of the Executive to perform substantially perform his the Executive’s duties with the Corporation Company as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed his the Executive’s duties and Executive has not cured any such failure to perform within thirty (30) business days of such demand; or (Bii) dishonest or fraudulent conduct, a deliberate attempt to do injury to the willful engaging by Company, or other conduct, past or present, that materially discredits the Executive in gross misconduct Company or is materially and demonstrably detrimental to the reputation of the Company including the Executive’s conviction of or plea of guilty or no contest to a felony under any state or federal statute, which is materially injurious to the CorporationCompany as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this paragraphprovision, no act, act or failure to act, on the part of the Executive's part , shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interests bad faith. The vote of the Corporation. Notwithstanding Board on the foregoing, the Executive shall resolutions contemplated in (i) and (ii) of this Section 3.2 will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and taken until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose five (after reasonable notice 5) business days to the Executive of the meeting and an opportunity for him, together with his counsel, Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailat such meeting.

Cause. The Corporation Company may terminate the Executive's employment hereunder (and the Employment Period) for Cause. For purposes of the this Agreement, the Corporation Company shall have "CauseCAUSE" to terminate the Executive's employment hereunder upon the occurrence of any of the following events: (Ai) the conviction of the Executive for the commission of a felony; or (ii) the willful and continued continuing failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by the Executive for Good Reason) after a demand for substantial performance is delivered to the Executive by the Corporation which Company in writing that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties or duties; or (Biii) the willful engaging misconduct by the Executive in gross misconduct (including, but not limited to, breach by the Executive of the provisions of Section 10 hereof) that is demonstrably and materially and demonstrably injurious to the CorporationCompany or its subsidiaries, whether monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive Cause shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above exist unless and until there shall have been the Company has delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board of Directors of the Company (not counting the Executive) at a meeting of the Board such board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his counsel, to be heard before the Boardsuch board), finding that in the good faith opinion of the Board such board, the Executive was guilty of the conduct set forth above in clauses (A) or (Bthis Section 6(c) and specifying the particulars thereof in detail. For purposes of this Section 6(c), no act or failure to act on the Executive's part shall be considered "WILLFUL" unless done or failed to be done by the Executive in bad faith and without reasonable belief that the Executive's action or omission was in the best interest of the Company.

Cause. The Corporation Company may terminate the Executive's ’s employment during the Employment Period for Cause. For purposes of the this Agreement, the Corporation term “Cause” shall have "Cause" to terminate the Executive's employment hereunder upon mean: (Ai) the willful and continued failure by of the Executive to perform substantially perform his the Executive’s duties with the Corporation Company as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed his the Executive’s duties and Executive has not cured any such failure to perform within thirty (30) business days of such demand, or; (ii) dishonest or (B) fraudulent conduct, a deliberate attempt to do injury to the willful engaging by Company, or other conduct, past or present, that materially discredits the Executive in gross misconduct Company or is materially and demonstrably detrimental to the reputation of the Company including the Executive’s conviction of or plea of guilty or no contest to a felony under any state or federal statute, which is materially injurious to the CorporationCompany as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this paragraphprovision, no act, act or failure to act, on the part of the Executive's part , shall be considered "“willful" ” unless it is done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interests bad faith. The vote of the Corporation. Notwithstanding Board on the foregoing, the Executive shall resolutions contemplated in (i) and (iv) of this Section 3.2 will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and taken until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose five (after reasonable notice 5) business days to the Executive of the meeting and an opportunity for him, together with his counsel, Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailat such meeting.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A1) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) hereunder after a demand for substantial performance is delivered to the Executive him by the Corporation which that specifically identifies the manner that in which the Corporation believes the Executive has not substantially performed his duties duties, or (B2) Executive's conviction of, or plea of nolo contendere to, a crime (whether or not involving the Corporation) constituting any felony or (3) the willful engaging by the Executive in gross misconduct relating to the Executive's employment that is materially and demonstrably injurious to the Corporation, monetarily or otherwise (including, but not limited to, conduct that constitutes competitive activity, in violation of Section 8) or which subjects, or if generally known, would subject the Corporation to public ridicule or embarrassment. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive Executive's employment may be terminated for Cause only by act of the Board of Directors of the Corporation and, in any event, the Executive's employment shall not be deemed to have been terminated for Cause based upon clauses without (Ax) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable written notice to the Executive setting forth the reasons for the Corporation's intention to terminate for Cause, (y) the opportunity to cure (if curable) within 10 days of such written notice of the event(s) giving rise to such notice, and (z) an opportunity for himthe Executive, together with his counsel, to be heard before by the Board), finding that in the good faith opinion Board of Directors of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailCorporation.

Cause. The Corporation Employer may terminate the Executive's employment Employee for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (Ai) the willful and continued failure by the Executive Employee to perform substantially perform his duties with the Corporation Employer (other than any such failure resulting from his the Employee's incapacity due to physical or mental illness) illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Employee for Good Reason), 30 days after a written demand for substantial performance is delivered to the Executive Employee by the Corporation Board of Directors which specifically identifies the manner in which the Board of Directors believes that the Executive Employee has not substantially performed his duties duties, or (Bii) the willful engaging by conviction of the Executive in gross misconduct materially and demonstrably injurious to the CorporationEmployee of any felony or a crime involving larceny. For purposes of this paragraphSection 17(c), no act, or failure to act, on the ExecutiveEmployee's part shall be considered "willful" unless done, or omitted to be done, by him the Employee not in good faith and without reasonable belief that his the Employee's action or omission was in the best interests interest of the CorporationEmployer. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Employee a copy of a resolution, resolution duly adopted by the affirmative unanimous vote of not less than two-thirds of the entire membership of the Board at meeting of Directors, exclusive of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himEmployee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.at a meeting of

Cause. The Corporation Company may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which Board of Directors of the Company specifically identifies identifying the manner that in which the Board of Directors believes the Executive has not substantially performed his duties duties, or (B) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporationbusiness or financial condition of the Company, monetarily or otherwise, or (C) the willful violation by the Executive of the provisions of Sections 6, 7 and 8 hereof provided that such violation results in material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above "Cause" unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership Members of the Board at meeting of Board, excluding the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board)Executive, finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses clause (A) ), (B), or (BC) of the preceding sentence, and specifying the particulars thereof in detail.

Cause. The Termination by the Corporation may terminate the Executive's of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder means termination (i) upon (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation (other than any such failure resulting from his your incapacity due to physical or mental illness) illness or any such actual or anticipated failure after the issuance of a Notice of Termination by you for Good Reason), within 10 days after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bii) the willful engaging by the Executive you in gross misconduct conduct which is clearly and materially and demonstrably injurious to the Corporation, monetarily or otherwise. For purposes of this paragraphSection 4(c), no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him not you in good bad faith and without reasonable belief that his your action or omission was in or not opposed to the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive shall you will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been is delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (Bthis Section 4(c) and specifying the particulars thereof in detail.

Cause. The Corporation Company and its subsidiaries may terminate the Executive's your employment for Cause. For the purposes of the this Agreement, the Corporation Company and its subsidiaries shall have "Cause" to terminate the Executive's your employment hereunder upon (A1) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company or any subsidiary thereof (other than any such failure resulting from his your incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive you by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B2) the willful engaging by the Executive you in gross misconduct misconduct, which is materially and demonstrably injurious to the CorporationCompany and its subsidiaries. For purposes of this paragraph, no act, or failure to act, on the Executive's your part shall be considered "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany and its subsidiaries. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A1) or (B2) of the first sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation Company may at any time terminate the Executive's employment under this Agreement for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon means: (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation under this Agreement (other than any such failure resulting from his the Executive's incapacity due to physical or mental illness) illness or from the termination of this Agreement by the Executive for Good Reason), after a demand for substantial performance is delivered to the Executive by the Corporation which Company specifically identifies identifying the manner that in which the Company believes the Executive has not substantially performed his duties, and the Executive shall have failed to resume substantial performance of such duties or within thirty (B30) days of receiving such demand, (ii) the willful engaging by the Executive in gross misconduct criminal conduct (including embezzlement and criminal fraud) which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation). For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding anything herein to the foregoingcontrary, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board then in office (other than the Executive) at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses clause (Ai), (ii) or (B) iii), above, and specifying the particulars thereof thereon in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of Employee’s employment for “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" to terminate the Executive's employment hereunder mean termination upon (Aa) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) Company after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has duties have not substantially performed his duties been performed, or (Bb) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's Employee’s part shall be considered "deemed “willful" ” unless done, or omitted to be doneignored, by him Employee not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative and unanimous vote of not less than two-thirds of the entire membership of the Board (deemed to not include Employee should he be a member of the Board as of such time) at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before by the Board), finding that in the good faith opinion of the Board Employee was culpable of the Executive was guilty of conduct misconduct or omission set forth above in clauses (Aa) or (Bb) of this Subsection and specifying the particulars thereof in detail.. xxx.xxxxxxxxxxxxxxx.xxx 877-360-8839 7

Cause. The Corporation Company may terminate the Executive's ’s employment during the Employment Period for Cause. For purposes of the this Agreement, the Corporation “Cause” shall have "Cause" to terminate the Executive's employment hereunder upon mean (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical commission of a felony or mental illness) after a demand for substantial performance crime involving moral turpitude that is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct either event materially and demonstrably injurious to the CorporationCompany, (ii) substantial dependence or addiction to any drug illegally taken or to alcohol that is in either event materially and demonstrably injurious to the Company or (iii) willful dereliction of duties or gross misconduct that is in either event materially and demonstrably injurious to the Company. For purposes If the Company proposes a determination that the Executive be terminated for Cause, then the Board of this paragraph, Directors of the Company (or the Board of the Directors of the Company’s ultimate parent if such entity is in existence) shall give written notice (which notice shall specify in detail the reasons for such proposed determination) of such proposed determination to the Executive no act, or failure less than thirty (30) days prior to act, on such proposed determination. Such determination may only be made by such Board and the Executive's part Executive shall be considered "willful" unless done, or omitted permitted to be done, by him not in good faith respond and without reasonable belief that his action or omission was in defend himself before the best interests Board with legal counsel. If the Executive is thereafter terminated but the majority of the Corporation. Notwithstanding members of such Board do not find that the foregoingCompany has grounds for a “Cause” termination within thirty (30) days after the Executive has had his hearing before the Board, the Executive shall have the option of treating his employment as not be deemed to have been having terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted as being terminated by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held Executive for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailGood Reason.

Cause. The Corporation may terminate Termination by the Company of the Executive's ’s employment for “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" mean termination due to terminate (A) the Executive's employment hereunder upon ’s conviction of a felony, (AB) any act of willful fraud, dishonesty or moral turpitude, (C) the willful and continued failure by the Executive to substantially perform his or her duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) Company, after a written demand for substantial performance is delivered to the Executive by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or her duties, or (BD) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphhereof, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and the Executive without reasonable belief that his or her action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for himthe Executive, together with his or her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of engaged in the prohibited conduct set forth above in clauses (A) or (B) the first sentence of this subsection and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation Company shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon upon: (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (her duties, other than any when such failure resulting from his the Executive’s incapacity is due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or ; (Bii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the CorporationCompany or its subsidiaries; or (iii) the commission by the Executive of a crime which is a felony. For purposes the purpose of this paragraphsubsection (d), no act, or the failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interests interest of the CorporationCompany or subsidiaries. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses under subsections (Ai), (ii) or (Biii) above of the first sentence of this subsection (d), unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Company’s Board of Directors at a meeting of the Board called and held for the that purpose (after reasonable notice to the Executive and an opportunity for him, together with his her counsel, to be heard before the Board), finding that in the good faith opinion of the Board Board, the Executive was guilty of conduct set forth above in clauses clause (Ai), (ii) or (Biii) of the first sentence of this subsection (d) and specifying the particulars thereof thereto in detail.

Cause. The Corporation Employer may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Employer shall have "Cause" to terminate the Executive's employment hereunder upon (Ai) the willful willful, intentional and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which Employer specifically identifies identifying the manner that the in which Employer believes Executive has not substantially performed his duties and a continued, intentional disregard of such demand or (Bii) the willful engaging by the Executive in gross conclusively proven misconduct which is materially and demonstrably 4 of 11 injurious to the CorporationEmployer, monetarily or otherwise. For purposes of this paragraph, no No act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationEmployer. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him Executive a copy of a resolution, duly adopted by the affirmative vote of not less than twothree-thirds fourths (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board the Board, Executive was guilty of conduct conducted, or failed to conduct, himself in a manner set forth above in clauses clause (Ai) or (Bii) of this Section 5(c), and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment Separation from Service for “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" to terminate the Executive's employment hereunder mean Separation from Service upon (A) the willful and continued failure by the Executive to substantially perform his or her duties with the Corporation Company (other than any such failure resulting from his or her incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination by him or her for Good Reason (as defined below)) after a written demand for substantial performance is delivered to the Executive by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive he or she has not substantially performed his duties or her duties, or (B) the willful engaging by the Executive in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection, no act, or failure to act, on the Executive's ’s part shall be considered "deemed “willful" ” unless done, or omitted to be done, by him or her not in good faith and without reasonable belief that his or her action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him or her a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his or her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) this Section and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean: (Ai) the willful and continued failure by of the Executive to perform substantially perform all of his or her duties with the Corporation an Employer (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the such Executive by the Corporation Board of Directors (the "Board") of the Company which specifically identifies the manner in which the Board believes that the Executive has not substantially performed his duties or her duties; (Bii) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no actCompany or any Employer; or (iii) the conviction of, or failure to actplea of guilty or nolo contendere to, on a felony. Termination of the Executive's part Executive for Cause shall be considered "willful" unless done, or omitted made by delivery to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him of a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twoa three-thirds fourths majority of the entire membership non-employee Directors of the Board Company or of the ultimate parent of the entity which caused the Change in Control (if the Company has become a subsidiary) at a meeting of the Board such Directors called and held for the purpose (such purpose, after reasonable 30 days prior written notice to the Executive specifying the basis for such termination and an the particulars thereof and a reasonable opportunity for him, together with his counsel, the Executive to be heard before cure or otherwise resolve the Board)behavior in question prior to such meeting, finding that in the good faith opinion reasonable judgment of such Directors, the Board the Executive was guilty of conduct or event set forth above in any of clauses (Ai) or through (Biii) above has occurred and specifying that such occurrence warrants the particulars thereof in detailExecutive's termination.

Cause. The Corporation Subsidiary may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Subsidiary shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the executive's incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive by the Corporation which Subsidiary that specifically identifies the manner that in which the Subsidiary believes the Executive has not substantially performed his duties duties, or (B) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the CorporationSubsidiary, monetarily or otherwise. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationSubsidiary. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without (Ai) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and setting forth the reasons for the Subsidiary's intention to terminate for Cause; (ii) an opportunity for himthe Executive, together with his counsel, to be heard before the Board)Board of Directors of the Subsidiary, and (iii) delivery to the Executive of a Notice of termination as defined in subsection (e) hereof from the Board of Directors of the Subsidiary finding that in the good faith opinion of the such Board the Executive was guilty of conduct set forth above in clauses clause (A) or (B) of the preceding sentence, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination upon (Ai) the willful and continued failure by the Executive you substantially to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or from your Retirement or any such actual or anticipated failure resulting from termination by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bii) the willful engaging by the Executive you in gross misconduct conduct that is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, act or failure to act, act on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds three quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses clause (Ai) or (Bii) of the first sentence of this subsection and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the ExecutiveEmployee's employment for "Cause. ." For the purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the ExecutiveEmployee's employment hereunder upon (A) the willful and continued failure by the Executive Employee to substantially perform his duties with the Corporation Company (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a demand for substantial performance is delivered to the Executive Employee by the Corporation Board which specifically identifies the manner in which the Board believes that the Executive he has not substantially performed his duties duties, or (B) the willful engaging by the Executive Employee in gross misconduct materially and demonstrably injurious to the CorporationCompany. For purposes of this paragraph, no an act, or failure to act, on the ExecutiveEmployee's part shall not be considered "willful" unless if done, or omitted to be done, by him not (A) in good faith and without (B) with reasonable belief that his action or omission was in not opposed to the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds (2/3d's) of the entire authorized membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himEmployee, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive he was guilty of conduct set forth above in clauses (A) or (B) of the second sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreementhereof, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean: (A1) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) hereunder after a demand for substantial performance is delivered to the Executive him by the Corporation which that specifically identifies the manner that in which the Corporation believes the Executive has not substantially performed his duties hereunder, (2) Executive's conviction of, or plea of nolo contendere to, a crime (Bwhether or not involving the Corporation) constituting any felony, (3) the willful engaging by the Executive in gross misconduct relating to the Executive's employment that is materially and demonstrably injurious to the Corporation, monetarily or otherwise (including, but not limited to, conduct that constitutes competitive activity, in violation of Article III), or which subjects or if generally known would subject the Corporation to public ridicule. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive Executive's employment may be terminated for Cause only by act of the Board and, in any event, the Executive's employment shall not be deemed to have been terminated for Cause based upon clauses without (Ax) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable written notice to the Executive setting forth the reasons for the Corporation's intention to terminate for Cause, (y) the opportunity to cure (if curable) within 30 days of such written notice and (z) an opportunity for himthe Executive, together with his counsel, to be heard before by the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. For Cause The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "“Cause" ” to terminate the Executive's employment hereunder upon this Agreement upon (Aa) the willful and continued failure by the Executive Consultant to substantially perform his its duties with the Corporation under this Agreement (other than any such failure resulting from his Xxxxxxxx’x incapacity due to physical or mental illness) for thirty (30) days after a written demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies identifying the manner that in which the Executive Corporation believes Consultant has not substantially performed his duties its duties, or (Bb) the willful engaging by the Executive Consultant or Xxxxxxxx in gross misconduct (including embezzlement and criminal fraud) which is materially and demonstrably injurious to the Corporation, or (c) the conviction of Xxxxxxxx of a felony. For purposes of this paragraph, no act, or failure to act, on by the Executive's part Consultant shall be considered "“willful" ” unless done, done or omitted to be done, by him Consultant not in good faith and without reasonable belief that his its action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive Consultant shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him Consultant a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board of Directors (Board) at a meeting of the Board called and held for the such purpose (after a reasonable notice to the Executive Consultant and an opportunity pportunity for himConsultant, together with his its counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive Board, Consultant was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof of the conduct in detail.

Cause. The Corporation may terminate the Executive's ’s employment for Cause. For purposes of the Agreement, the Corporation shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his her duties with the Corporation (other than any such failure resulting from his her incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his her duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him her a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himher, together with his her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation "CAUSE" shall have "Cause" to terminate the Executive's employment hereunder mean termination upon (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in SECTION 3.4, by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphsubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (B) of the first sentence of this SECTION 3.2 and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon means (Ai) the willful and continued failure by the Executive Employee to substantially perform his the Employee's duties with the Corporation Company (other than any such failure resulting from his the Employee's incapacity due to physical or mental illness) for a period of at least ten days after a written demand for substantial performance is delivered to the Executive by the Corporation Employee which specifically identifies the manner that in which the Executive Employee has not substantially performed his duties duties, or (Bii) the willful engaging by the Executive Employee in gross misconduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphAgreement, no act, act or failure to act, act on the ExecutiveEmployee's part shall be considered "willful" unless done, done or omitted to be done, done by him the Employee not in good faith and without reasonable belief that his such action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for tor Cause based upon clauses (A) or (B) above unless ;and until there shall have been delivered to him the Employee a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board of Directors of the Company at a meeting of the Board called and held for the purpose such purposes (after reasonable notice to the Executive Employee and an opportunity for himthe Employee, together with his the Employee's counsel, to be heard before the Board), finding stating that in the good faith opinion of the Board the Executive Employee was guilty of conduct constituting Cause as set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon shall mean (Aa) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination in the manner provided for in Section 3(D) by you for Good Reason) after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bb) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSection 3(C), no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the ofthe Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (Bthis Section 3(C) and specifying the particulars thereof in detailthereof.

Cause. The Corporation Company may terminate the Executive's ’s employment hereunder for Cause. For the purposes of the this Agreement, the Corporation Company shall have "“Cause" ” to terminate the Executive's ’s employment hereunder upon (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (hereunder, other than any such failure resulting from his the Executive’s incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties illness or (Bii) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the CorporationCompany, or (iii) the willful violation by the Executive of the confidentiality and trade secret protection provisions of Restrictive Covenant Agreement attached hereto, provided that such violation results in demonstrably material injury to the Company. For purposes of this paragraph, no act, or failure to act, on the Executive's ’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him the Executive a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds three−quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding resolving that in the good faith opinion of the Board the Executive was guilty of engaged in conduct set forth above in clauses clause (A) i), (ii), or (B) iii), and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment hereunder (and the Employment Period) for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon the occurrence of any of the following events: (Ai) the conviction of the Executive for the commission of a felony; or (ii) the willful and continued continuing failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by the Executive for Good Reason) after a demand for substantial performance is delivered to the Executive by the Corporation which Company in writing that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties or duties; or (Biii) the willful engaging misconduct by the Executive in gross misconduct (including, but not limited to, breach by the Executive of the provisions of Section 11 hereof) that is demonstrably and materially and demonstrably injurious to the CorporationCompany or its subsidiaries, whether monetarily or otherwise. Cause shall not exist unless and until the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two- thirds (2/3) of the entire membership of the Board of Directors of the Company at a meeting of such board called and held for such purpose (after reasonable notice to the Executive and an opportunity for the Executive, together with his counsel, to be heard before such board), finding that in the good faith opinion of such board, the Executive was guilty of the conduct set forth in this Section 7(c) and specifying the particulars thereof in detail. For purposes of this paragraphSection 7(c), no act, act or failure to act, act on the Executive's part shall be considered "willful" unless done, done or omitted failed to be done, done by him not the Executive in good bad faith and without reasonable belief that his the Executive's action or omission was in the best interests interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailCompany.

Cause. The Corporation Company may terminate the Executive's employment ----- hereunder for Cause. For purposes of the this Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon upon: (Ai) the willful and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his the Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically identifies the manner in which the Company believes that the Executive has not substantially performed his duties or duties; or (Bii) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the Corporationbusiness or reputation of the Company or any of its subsidiaries (including, but not limited to, conduct described in Section 9). For purposes of this paragraphSection 6(c), no act, act or failure to act, act on the Executive's part shall be considered "willful" unless done, done or omitted to be done, done by him not in good faith and without reasonable belief that his action or omission was in the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without: (A) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and setting forth the reasons for the Company's intention to terminate his employment hereunder for Cause; (B) an opportunity for himthe Executive, together with his counsel, to be heard before the Board; and (C) delivery to the Executive of a Notice of Termination (as defined in Section 7(a), ) from the Board finding that in the good faith opinion of a majority of the Board the Executive was guilty of conduct set forth above in clauses clause (Ai) or (Bii) of this Section 6(c), and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation Company shall have "Cause" to terminate the Executive's employment hereunder upon (A1) the willful and continued failure by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) hereunder after a demand for substantial performance is delivered to the Executive by the Corporation which Company that specifically identifies the manner that in which the Company believes the Executive has not substantially performed his duties duties, or (B2) Executive's conviction of any crime (whether or not involving the Company) constituting a felony or (3) the willful engaging by the Executive in gross misconduct which is materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise (including, but not limited to, conduct that constitutes competitive activity, as defined in Section 8). For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without (Ax) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable written notice to the Executive and setting forth the reasons for the Company's intention to terminate for Cause, (y) an opportunity for himthe Executive, together with his counsel, to be heard before the Board), and (z) delivery to the Executive of a Notice of Termination, as defined in Section 5(c) hereof, from the Board finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A1)-(3) or (B) hereof, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate Termination by the Executive's Company of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder shall mean termination (a) upon (A) the willful and continued failure by the Executive you to substantially perform his your duties with the Corporation Company (other than any such failure resulting from his your incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in Subsection 3(v)) by you for Good Reason (as defined in Subsection 3(iv)), after a written demand for substantial performance is delivered to the Executive you by the Corporation Board, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (Bb) the willful engaging by the Executive you in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany, monetarily or otherwise. For purposes of this paragraphSubsection, no act, or failure to act, on the Executive's your part shall be considered deemed "willful" unless done, or omitted to be done, by him you not in good faith and without reasonable belief that his your action or omission was in the best interests interest of the CorporationCompany. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him you a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds three- quarters (3/4) of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A) or (B) this Subsection and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's ’s employment hereunder for Cause immediately upon written notice by the Company to the Executive of a termination for Cause. For purposes of the Agreement, the Corporation “Cause” shall have "Cause" to terminate mean the Executive's employment hereunder upon ’s (Ai) the willful and continued failure by the Executive or willful refusal to substantially perform his employment duties to the Company and its affiliates; (ii) willful misconduct or gross negligence in the performance of the Executive’s duties to the Company and its affiliates; (iii) willful failure to act in good faith in accordance with specific, reasonable and lawful instructions from the Corporation Board (other than by reason of a Disability); (iv) indictment for, conviction of, or pleading nolo contendere to, a felony, or a crime of moral turpitude that has a material effect on the Company; (v) intentional theft from, intentional fraud on or intentional embezzlement from the Company or its affiliates or (vi) material breach of this Agreement; provided, that with respect to items (i), (iii) and (vi), any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his duties or action will constitute “Cause” only if (B1) the willful engaging by Board notifies the Executive in gross misconduct materially writing of any action of Executive that purportedly constitutes Cause, which notice specifies in detail the alleged facts and demonstrably injurious to specific action which the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith Board deems are a basis for a termination for Cause and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, (2) the Executive shall not be deemed fails to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him a copy remedy such action within 30 days following the receipt of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailsuch written notice.

Cause. The Corporation may terminate In the Executive's employment for Cause. For purposes event of (i) any material breach of the Agreementprovisions of this Agreement by the Employee, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (Aii) the willful and Employee's continued failure by the Executive to substantially perform his reasonably assigned duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive Employee by the Corporation which Board or the Chief Executive Officer of the Company (where such demand specifically identifies the manner in which the Board or the Chief Executive Officer of the Company believes that the Executive Employee has not substantially performed his duties or duties) and the passage of a reasonable period of time to comply with such demand, (Biii) the Employee's willful engaging misconduct or gross negligence, (iv) conduct by the Executive in gross misconduct materially and demonstrably Employee involving dishonesty for personal gain, fraud or unlawful activity which is injurious to the Corporation. For purposes of this paragraph, no actCompany, or failure (v) a conviction of or plea of NOLO CONTENDERE to acta felony or any crime involving moral turpitude; PROVIDED, on HOWEVER, that the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon under any of clauses (Ai) or through (Biii) above unless and until there shall have been delivered to him the Employee a copy of a resolution, resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board Board, at a meeting of the such Board called and held for the purpose (after reasonable notice to the Executive Employee and an opportunity for himthe Employee, together with his counsel, to be heard before the Boardat such meeting), finding that in the good faith opinion of the Board Board, the Executive was guilty Employee had engaged in conduct of conduct set forth above the type described in any of clauses (Ai) or through (Biii) above and specifying the particulars thereof in detailthereof.

Cause. The Corporation Company may terminate the Executive's employment during the Employment Period for Cause. For purposes of the this Agreement, the Corporation shall have term "Cause" to terminate the Executive's employment hereunder upon shall mean: (Ai) the willful and continued failure by of the Executive to perform substantially perform his the Executive's duties with the Corporation Company as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from his incapacity due to physical or mental illness) ), after a written demand for substantial performance is delivered to the Executive by the Corporation Board, accompanied by a resolution adopted by the vote of two-thirds (2/3) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed his the Executive's duties and Executive has not cured any such failure to perform within sixty (60) business days of such demand, or; (ii) dishonest or (B) fraudulent conduct, a deliberate attempt to do injury to the willful engaging by Company, or other conduct that materially discredits the Executive in gross misconduct Company or is materially and demonstrably detrimental to the reputation of the Company, including the Executive’s conviction of or plea of guilty or no contest to a felony under any state or federal statute, which is materially injurious to the CorporationCompany as determined by a resolution adopted by the vote of three-fourths (3/4) of the entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this paragraphprovision, no act, act or failure to act, on the part of the Executive's part , shall be considered "willful" unless it is done, or omitted to be done, by him not the Executive in good faith and without reasonable belief that his action or omission was in the best interests bad faith. The vote of the Corporation. Notwithstanding Board on the foregoing, the Executive shall resolutions contemplated in (i) and (iv) of this Section 3.2 will not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and taken until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose five (after reasonable notice 5) business days to the Executive of the meeting and an opportunity for him, together with his counsel, Executive to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detailat such meeting.

Cause. The Corporation may terminate the Executive's employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder upon (A) the willful and continued failure by the Executive to substantially perform his her duties with the Corporation (other than any such failure resulting from his her incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which specifically identifies the manner that the Executive has not substantially performed his her duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporation. For purposes of this paragraph, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him her not in good faith and without reasonable belief that his her action or omission was in the best interests of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him her a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive and an opportunity for himher, together with his her counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was guilty of conduct set forth above in clauses (A) or (B) and specifying the particulars thereof in detail.

Cause. The Corporation Company may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation shall have "Cause" means (i) the conviction of Executive of a felony, provided such conviction is a final determination and not subject to terminate the Executive's employment hereunder upon further appeal, or (Aii) the willful and continued failure breach of any material provision of this Agreement by the Executive to substantially perform his duties with the Corporation (other than any such failure resulting from his incapacity due to physical or mental illness), and which is not remedied within fifteen (15) days after a demand for substantial performance notice of termination is delivered received by Executive that specifically identifies, as required below, the facts and circumstances leading the Company to the Executive by the Corporation which specifically identifies the manner believe that the Executive has not substantially performed his duties or (B) the willful engaging by the Executive in gross misconduct materially and demonstrably injurious to the Corporationwillfully violated this Agreement. For purposes of this paragraphsubsection, no act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not Executive in good bad faith and without reasonable belief that his action or omission was in the best interests of the CorporationCompany. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses without (Ai) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to Executive setting forth the Executive reasons, facts and circumstances for the Company's intention to terminate for Cause, (ii) an opportunity for himExecutive, together with his counsel, to be heard before the Board), Board of Directors and (iii) delivery to Executive of a notice of termination from the Board of Directors finding that in the their good faith opinion of the Board the Executive was guilty of the conduct set forth above in clauses (A) or (B) above, and specifying the particulars thereof in reasonable detail.

Cause. The Corporation may terminate the Executive's employment for 1.3.1 For purpose of this Agreement “Cause. For purposes of the Agreement, the Corporation ” shall have "Cause" to terminate the Executive's employment hereunder upon (A) mean: 1.3.1.1 the willful and continued failure by the Executive Employee to substantially perform his material duties with the Corporation hereunder (other than any such failure resulting from his the Employee’s incapacity due to physical or mental illness) illness or any such actual or anticipated failure after the issuance of a Notice of Termination by the Employee for Good Reason), after receipt by the Employee of written demand for substantial performance of his material duties is delivered to the Executive by the Corporation which Company that specifically identifies the manner that in which the Executive Company believes the Employee has not substantially performed his material duties or and which notice gives the Employee not less than forty-five (B45) days to remedy any such failure to substantially perform his material duties, or 1.3.1.2 the willful engaging by the Executive Employee in gross misconduct which is materially and demonstrably injurious to the Corporation. For purposes of this paragraphCompany, no monetarily or otherwise. 1.3.2 No act, or failure to act, on the Executive's Employee’s part shall be considered "“willful" ” unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the Corporation. Company. 1.3.3 Notwithstanding the foregoing, the Executive Employee shall not be deemed to have been terminated for Cause based upon clauses without (Ai) or (B) above unless and until there shall have been delivered to him a copy of a resolution, duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at meeting of the Board called and held for the purpose (after reasonable notice to the Executive Employee setting forth the reasons for the Company’s intention to terminate for Cause, and an opportunity for him, together with his counsel, (ii) delivery to be heard before the Board), Employee of a Notice of Termination from the Board finding that in the good faith opinion of the Board the Executive Employee was guilty of conduct set forth above in clauses (A) clause 1.3.1.1 or (B) 1.3.1.2 hereof, and specifying the particulars thereof in detail.

Cause. The Corporation may terminate the Executive's Termination of your employment for Cause. For purposes of the Agreement, the Corporation shall have "Cause" to terminate the Executive's employment hereunder means termination upon (A1) the your willful and continued failure by the Executive to substantially perform his your duties with the Corporation Company or Purchaser (other than any such failure resulting from his your incapacity due to physical or mental illness) illness or injury, or actual or anticipated failure resulting from your termination for Good Reason), after a demand for substantial performance is delivered to the Executive you by the Corporation Board (which term, as the context requires, shall hereinafter be deemed to include the comparable body of Purchaser) which specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed his duties your duties, or (B2) the your willful engaging by the Executive engagement in gross misconduct conduct which is demonstrably and materially and demonstrably injurious to the CorporationCompany or Purchaser, monetarily or otherwise. For purposes of this paragraphSection 3.B, no act, act or failure to act, act on the Executive's your part shall be considered "willful" unless done, done or omitted to be done, done by him you not in good faith and without reasonable belief that his action your act or omission was in the best interests interest of the CorporationCompany or Purchaser. Notwithstanding the foregoing, the Executive you shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him until: - a copy of a resolution, resolution is duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (after reasonable notice to the Executive you and an opportunity for himyou, together with his your counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Executive was you were guilty of conduct set forth above in clauses (A1) or (B2) of this Section 3.B and specifying the particulars thereof of your conduct in detail, and - a copy of this resolution is delivered to you. Any decision by the Board that a termination for Cause is warranted must be supported by clear and convincing evidence.

Cause. The Corporation Employer may terminate the Executive's employment hereunder for Cause. For purposes of the this Agreement, the Corporation Employer shall have "Cause" to terminate the Executive's employment hereunder upon (Ai) the willful willful, intentional and continued failure by the Executive to substantially perform his duties with the Corporation hereunder (other than any such failure resulting from his Executive's incapacity due to physical or mental illness) after a demand for substantial performance is delivered to the Executive by the Corporation which Employer 4 OF 11 specifically identifies identifying the manner that the in which Employer believes Executive has not substantially performed his duties and a continued, intentional disregard of such demand or (Bii) the willful engaging by the Executive in gross conclusively proven misconduct which is materially and demonstrably injurious to the CorporationEmployer, monetarily or otherwise. For purposes of this paragraph, no No act, or failure to act, on the Executive's part shall be considered "willful" unless done, or omitted to be done, by him not in good faith and without reasonable belief that his action or omission was in the best interests interest of the CorporationEmployer. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for Cause based upon clauses (A) or (B) above unless and until there shall have been delivered to him Executive a copy of a resolution, duly adopted by the affirmative vote of not less than twothree-thirds fourths (3/4) of the entire membership of the Board at a meeting of the Board called and held for the such purpose (after reasonable notice to the Executive and an opportunity for him, together with his counsel, to be heard before the Board), finding that that, in the good faith opinion of the Board the Board, Executive was guilty of conduct conducted, or failed to conduct, himself in a manner set forth above in clauses clause (Ai) or (Bii) of this Section 5(c), and specifying the particulars thereof in detail.