Common use of Cause Clause in Contracts

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits. As used herein, “Cause” used in connection with the termination of employment means any of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredfollowing: (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any act other material duties or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachAgreement; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines Company’s determination that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or violated any provision of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries)Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that xxxxx or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however, that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further, that the Board of Company shall have the sole discretion to determine whether such a breach of or violation is subject to cure, and if so, whether the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductsuccessfully effected a cure following notice.

Cause. The term Subject to the terms of this Agreement, the Company may terminate the Executive’s employment with the Company at any time for “Cause” used in connection with ”. For the termination purposes of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orthis Agreement, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: defined as (i) any act the ultimate conviction (after all appeals have been decided) of the Executive by a court of competent jurisdiction of, or omission that constitutes a plea of nolo contendrere or a plea of guilty by the Executive to, a felony involving moral turpitude; or (ii) willful or gross misconduct or gross neglect of duties by the Executive, which has a material breach adverse effect on the Company, provided that, (a) no action or failure to act by the Executive will constitute a reason for termination if the Executive believed in good faith that such action or failure to act was in the Company’s best interests, as determined in good faith by the Board in its sole discretion, and (b) failure of the Executive to perform his duties hereunder due to a Disability shall not be considered gross misconduct or willful, gross neglect of duties for any purpose; (iii) the commission by the Executive of an act of fraud or embezzlement against the Company or a subsidiary of the Company; (iv) the Executive’s willful failure to comply with any valid and legal directive of his the Board; (v) the Executive’s material obligations under violation of the Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct; (vi) the Executive’s willful unauthorized disclosure of Confidential Information (as defined in Section 8.7.1 of this Agreement); or (vii) the Executive’s breach of any material provision of this Agreement or any employment other written agreement which remains uncured for 20 days after written notice to such between the Executive specifying in reasonable detail and the nature of such breach; (ii) the willful refusal and continued Company, provided however, that failure of such the Executive to substantially perform the material his duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination hereunder due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement Disability shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, considered a breach of this Agreement. For the purposes of this Section 4.1.3, no act or failure to act shall be considered “willful” unless done or omitted to be done by the Executive in bad faith and without reasonable belief that Executive’s confidentiality obligation to action or omission was in the Company or the Executive’s engagement in any Prohibited Activity during his employment with best interest of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” used in connection with the respect to Executive’s termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effectfrom employment, shall mean any of the termination of following: (1) the Executive’s employment only because failure to cure the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a Executive’s material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; Company policy, regulation or guideline; (ii2) the willful refusal and continued failure Executive’s appropriation of such a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death which were rejected or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in on which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; Company took no timely action; (iii3) the Executive’s misappropriation of any of the Company’s funds or property; (4) the Executive’s conviction of such Executive or entering of a guilty plea or a plea of no contest with respect to, a felony, or any willful other crime which materially and material violation of any federal or state law or regulation directly related to adversely affects the business of the Company or any Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its subsidiariesreputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, material violation of any policies or not opposed to, the best interest of the Company and/or its subsidiariesCompany, or indictment or conviction then “Cause” shall not be satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2012 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following: (A) the Executive for a felonymaterially violates any Company policy, regulation or conviction guideline which Executive fails to cure within sixty (60) days following written notice of such Executive of any willful perpetration violation by the Company to the Executive; or (B) the Executive’s conviction or entering of a common law fraud; guilty plea or (iv) any other willful misconduct by such Executive a plea of no contest with respect to fraudulent or illegal activities which is are materially injurious to the financial condition Company, monetarily or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach otherwise. No termination of the Executive’s confidentiality obligation employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company or voted after the hearing to terminate him for Cause, the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured shall thereupon be terminated for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term Company may terminate your employment for Cause as provided below. Termination of your employment by the Company for “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination upon (A) your breach of Executive’s employment only because the Board determines that one or more of the following events have occurred: this Agreement, (iB) any act or omission that constitutes a material breach by such Executive of any of his material obligations your failure to satisfactorily perform your duties under this Agreement or any employment agreement which remains uncured for 20 days after written notice Agreement, to such Executive specifying in reasonable detail follow the nature direction (consistent with your duties) of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writingthe Chief Executive Officer or any other individual to whom you report, specifically identifying or to follow the manner in which the Board in good faith determines that such Executive has not performed his material obligations procedures, policies and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business rules of the Company or any of its subsidiariesthe Bank, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of (C) any willful perpetration of a common law fraud; act or (iv) any other willful misconduct omission by such Executive which is materially injurious to the financial condition or business reputation ofyou that is, or is otherwise materially likely to be, injurious to the Company or any the Bank or the business reputation of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement Bank, (D) your material breach of a material written policy of the Company or the Bank, (E) your dishonesty, fraud, malfeasance, negligence or misconduct, including the delay of information delivered to the Board, the Chief Executive Officer, or any other individual to whom you report, the incompleteness of reporting to the Board, the Chief Executive Officer, or any other individual to whom you report, or any effort to mislead or improperly influence the Board, the Chief Executive Officer, or any other individual to whom you report, or (F) your arrest, indictment for, or conviction of, or your entry of a plea of guilty or no contest to, a felony or a crime involving moral turpitude. Notwithstanding the foregoing, no event or condition described in any Prohibited Activity during his the foregoing (A) through (E) shall constitute Cause unless (x) within ninety (90) days from the Company first acquiring actual knowledge of the existence of the Cause condition, the Company provides you with written notice of the event or condition constituting Cause; (y) such grounds for termination (if susceptible to correction) are not corrected by you within thirty (30) days of your receipt of such notice (or, in the event that such grounds cannot be corrected within such thirty (30)-day period, you have not taken all reasonable steps within such thirty (30)-day period to correct such grounds as promptly as practicable thereafter); and (z) the Company terminates your employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail Company and the nature Bank immediately following the expiration of such misconductthirty (30)-day period. For purposes of the foregoing, any attempt by you to correct a stated Cause shall not be deemed an admission by you that the Company’s assertion of Cause is valid.

Cause. The term A termination of employment is for “Cause” used in connection with only if it is due to: (i) serious intentional misconduct on the termination of employment part of the Executive shall have the same meaning ascribed Officer; (ii) fraud, misappropriation or embezzlement related to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: Sterling Entities on the part of the Executive Officer; (iiii) the conviction of the Executive Officer of any act felony or omission crime involving moral turpitude; (iv) a material violation by the Executive Officer of any applicable federal or state banking law or regulation that constitutes has had, or may have, a material adverse effect on any Sterling Entity; (v) a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (corporate policy including, without limitation, full cooperation in the Code of Business Conduct and Ethics and the Code of Ethics for Senior Officers, as applicable to the Executive Officer which, if correctable, remains uncorrected for 30 days following written notice to the Executive Officer by a Sterling Entity of such breach; (vi) a material breach of this Agreement which, if correctable, remains uncorrected for 30 days following written notice to the Executive Officer by a Sterling Entity of such breach; or (vii) the willful and continued failure by the Executive Officer to perform substantially the Executive Officer’s duties on behalf of any audit or investigation involving Sterling Entity, other than any such failure resulting from the Company and/or its subsidiaries) reasonably required of him (except termination Executive Officer’s incapacity due to death or permanent disability) Disability, which failure is not promptly abated after a demand for substantial performance is delivered to the Executive Officer by the Board, in writing, Bancshares or other applicable Sterling Entity that specifically identifying identifies the manner in which the Board Executive Officer has not substantially performed the Executive Officer’s duties and gives the Executive Officer a reasonable period of cure. For purposes of this definition, any act or failure to act on the Executive Officer’s part shall be considered “material” or “willful” if done or omitted to be done by the Executive Officer otherwise than in good faith determines and without reasonable belief that such the Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal Officer’s action or state law or regulation directly related to omission was in the business best interest of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductSterling Entities.

Cause. The term For purposes of this Agreement, “Cause” used in connection with the termination of employment means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive shall have of confidential information or trade secrets of the same meaning ascribed Company or any successor or affiliate thereof that causes material harm to such term in entity, but excluding any employment disclosure required by subpoena, court order or severance applicable law; (iii) Executive’s fraud or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement then in effect between Executive and the Company or one if such breach is not cured by Executive within thirty (30) days of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to thereof from the Company that specifies such Executive specifying in reasonable detail the nature of such material breach; (iivi) Executive’s material failure to comply with the willful refusal Company’s reasonable and continued legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving notice thereof from the Company and/or its subsidiariesthat specifies such material failure; or (vii) reasonably required of him (except termination due Executive’s failure to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board cooperate in good faith determines that such Executive with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of in any willful and material violation of any federal way preclude or state law or regulation directly related to restrict the business right of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, successor or indictment affiliate thereof to discharge or conviction of such dismiss Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by acts or omissions, but such Executive which is materially injurious to the financial condition other acts or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement omissions shall not be construed deemed or construed, for purposes of this Agreement, to include any other portfolio companies constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of Vestar other than being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Company or Board in its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Companyjudgment and discretion, which remains uncured for 30 days after written notice to such Executive specifying shall be exercised in reasonable detail the nature of such misconductgood faith.

Cause. The term For purposes of this Agreement, “Cause” used in connection with the termination of employment means and only means any of the following: (i) a conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraudulent conduct under the laws of the United States or any State by Executive; (ii) any unauthorized use or disclosure by Executive shall have of confidential information or trade secrets of the same meaning ascribed Company or any successor or affiliate thereof that causes material harm to such term in entity, but excluding any employment disclosure required by subpoena, court order or severance applicable law; (iii) Executive’s fraud, gross negligence or willful misconduct that causes material harm to the Company; (iv) Executive’s continuing failure to perform Executive’s assigned material duties, after receiving written notification of such failure from the Board that specifies such failure and such failure is not materially cured by Executive within thirty (30) days thereafter; (v) Executive’s material breach of any written agreement then in effect between Executive and the Company or one if such breach is not cured by Executive within thirty (30) days of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to thereof from the Company that specifies such Executive specifying in reasonable detail the nature of such material breach; (iivi) Executive’s material failure to comply with the willful refusal Company’s reasonable and continued legal written policies or rules applicable to all executives if such failure is not cured by Executive within thirty (30) days of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving notice thereof from the Company and/or its subsidiariesthat specifies such material failure; or (vii) reasonably required of him (except termination due Executive’s failure to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board cooperate in good faith determines that such Executive with a governmental or internal investigation of the Company or its directors, officers or employees, if the Company has requested Executive’s cooperation. The foregoing definition shall not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of in any willful and material violation of any federal way preclude or state law or regulation directly related to restrict the business right of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, successor or indictment affiliate thereof to discharge or conviction of such dismiss Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by acts or omissions, but such Executive which is materially injurious to the financial condition other acts or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement omissions shall not be construed deemed or construed, for purposes of this Agreement, to include any other portfolio companies constitute grounds for termination for Cause. It is understood and agreed that, where a cure period is specified above, but the condition constituting Cause is legally incapable of Vestar other than being cured, Executive shall not be entitled to such cure period. Whether a termination is for Cause shall be determined by the Company or Board in its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Companyjudgment and discretion, which remains uncured for 30 days after written notice to such Executive specifying shall be exercised in reasonable detail the nature of such misconductgood faith.

Cause. The term Company shall have “Cause” used to terminate Executive’s employment hereunder upon: (i) Executive’s failure to comply with, in connection with the termination of employment any material respect, any of the Executive shall have the same meaning ascribed to such term material Company’s Policies; (ii) Executive’s failure in any employment material respect to carry out or severance comply with any lawful and reasonable directive of the Board; (iii) Executive’s breach of a material provision of this Agreement, any Restricted Stock Agreement and any other material agreement then in effect between among Executive and the Company, Parent or subsidiary thereof; (iv) Executive’s commission of, conviction of, or plea of “guilty” or “no contest” to, any felony or crime involving moral turpitude; (v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on Parent’s or its direct or indirect subsidiaries’ premises or while performing Executive’s duties and responsibilities under this Agreement; (vi) Executive’s willful, reckless or gross misconduct bringing Parent or its direct or indirect subsidiaries into any public disgrace or disrepute; or (vii) Executive’s commission of an act of dishonesty, disloyalty, fraud, embezzlement, misappropriation, willful misconduct, or breach of fiduciary duty with respect to Parent or its direct or indirect subsidiaries. Notwithstanding the foregoing, in the case of clauses (i), (ii) and (iii) above, no “Cause” will have occurred unless and until the Company or one has provided Executive with written notice of its subsidiaries or, if no such agreement containing a definition the circumstances setting forth the elements of “Cause” is in reasonable detail and an opportunity to cure such finding of “Cause” within thirty (30) days after the receipt of such notice. If the Executive fails to cure the same within such thirty (30) days, then in effect, “Cause” shall mean be deemed to have occurred as of the termination expiration of the 30-day cure period. In the event that (a) Executive’s employment only because with the Board determines that one or more of the following events have occurred: (i) Company terminates for any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured reason other than for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties Cause (including, without limitation, full cooperation whether by death, Disability, resignation or termination without Cause or with Good Reason) and (b) any of the facts and circumstances described in (iv) through (vi) above existed as of the date of Executive’s termination (whether or not known by the Board as of the termination or discovered after any audit or investigation involving the Company and/or its subsidiaries) reasonably required such termination), by a vote of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of may deem the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach termination of the Executive’s confidentiality obligation employment to have been for Cause and, for all purposes of this Agreement (including Sections 3 and 4), the termination shall be treated as a termination by the Company for Cause and the Company and Executive shall have the corresponding rights or the Executive’s engagement in any Prohibited Activity during his employment obligations associated with the Company, which remains uncured a termination for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term Company, acting by its Board of Directors, may terminate the Executive’s employment for “Cause.” used A termination for Cause shall mean discharge by the Company by reason of the following: (i) the Executive’s conviction of, or a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the termination of employment performance of the Executive shall have Executive’s obligations on behalf of the same meaning ascribed Company or which affects the Executive’s ability to such term in perform the Executive’s obligations as an employee of the Company or under this Agreement or any employment non-competition agreement, confidentiality agreement or severance like agreement then in effect or covenant between the Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean which materially and adversely affects the termination of Executive’s employment only because the Board determines that one or more reputation and business activities of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachCompany; (ii) the Executive’s willful refusal misconduct in connection with the performance of the Executive’s duties and continued failure responsibilities as an employee of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeCompany; (iii) conviction the Executive’s commission of such Executive an act of embezzlement, fraud or dishonesty which results in a loss, damage or injury to the Company; (iv) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (v) the Executive’s knowing unauthorized use or unauthorized disclosure of any willful and material violation trade secret or confidential information of any federal or state law or regulation directly related to the Company which adversely affects the business of the Company or Company; provided, that any of its subsidiaries, material violation disclosure of any policies trade secret or confidential information of the Company and/or its subsidiaries, to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this subsection; (vi) substance or indictment or conviction of such alcohol abuse for which the Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudfails to undertake and maintain treatment within five (5) calendar days after requested in writing by the Company; or (ivvii) any other willful misconduct by such Executive which is materially injurious the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement. Notwithstanding anything herein to the financial condition or business reputation ofcontrary, or is otherwise materially injurious to the Executive’s resignation promptly following an action by the Company that results in a constructive termination or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach discharge of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured Company shall constitute a termination by the Company without Cause for 30 days after written notice to such Executive specifying in reasonable detail the nature purposes of such misconductthis Agreement.

Cause. The term For purposes of this Agreement, “Cause” used in connection with the for termination of employment of the Executive shall have the same meaning ascribed to such term in will mean any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredfollowing: (ia) Executive’s conviction of, or plea of “guilty” or “no contest” to, any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement felony or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail crime involving fraud, dishonesty or moral turpitude under the nature laws of such breachthe United States or any state thereof; (iib) the willful refusal and continued failure Executive’s commission of, or participation in, a fraud or material act of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of dishonesty against the Company or any of its subsidiariesemployees or directors that causes harm; (c) Executive’s intentional, material violation of any policies contract or agreement between the Executive and the Company, the Company’s employee handbook and employment policies, the Company’s Code of Conduct and Business Ethics, or of any statutory or legal duty owed to the Company; (d) Executive’s unauthorized use or unauthorized disclosure of the Company’s confidential information or trade secrets or other material breach of the Confidentiality Agreement (as defined below); (e) Executive’s willful misconduct in the performance of Executive’s employment duties; and (f) Executive’s willful failure to reasonably cooperate with any internal or external Company investigation or audit (whether being conducted by the Company or by a third-party); provided, that in order to terminate Executive’s employment for “Cause” pursuant to the foregoing clauses (c), (d), (e), and (f) the Board must first provide Executive with written notice of the applicable Cause event (which specifically identifies, in reasonable detail, the basis for alleging a Cause event) within 30 days of the Company and/or its subsidiarieslearning, or indictment or conviction of when the Company reasonably should have been aware, of such Cause event, and provide Executive for a felonyperiod of 30 days thereafter to reasonably cure such Cause event, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation ofextent curable. If Executive fails to cure such Cause event within such period, or is otherwise materially injurious to then the Company or any termination of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall employment must be effective not be construed to include any other portfolio companies of Vestar other later than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature end of such misconductExecutive’s cure period.

Cause. The term Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause. “Cause” used in connection with the termination shall mean, for purposes of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredthis Agreement: (i) any act or omission that constitutes a material breach the continued failure by such Executive of any of his material obligations to substantially perform Executive’s duties under this Agreement (other than any such failure resulting from Disability or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature other allowable leave of such breachabsence); (ii) the willful refusal and continued failure criminal felony indictment (or non-U.S. equivalent) of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required by a court of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecompetent jurisdiction; (iii) conviction of such the engagement by Executive of any willful and in misconduct that has caused, or, is reasonably likely to cause, material violation of any federal harm (financial or state law or regulation directly related otherwise) to the business Company, including, without limitation (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its subsidiariesaffiliates, material violation (B) the debarment of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries affiliates by the U.S. Food and Drug Administration or affiliates any successor agency (for the avoidance “FDA”) or any non-U.S. equivalent, or the debarment, suspension or other exclusion of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or any of its subsidiariesaffiliates by any other governmental authority, or (C) the revocation, suspension or denial of any registration, license, or other governmental authorization of the Company or any of its affiliates, including any registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) and any registration or marketing authorization of the FDA or any non-U.S. equivalent; (iv) the debarment of Executive by the FDA or the debarment, suspension or other exclusion of Executive by any other governmental authority; (v) the continued material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), including(iv) and (vii) above), without limitation, the Company must deliver a breach written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the ExecutiveCompany’s confidentiality obligation actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company or the Executive’s engagement in any Prohibited Activity during his employment with subsections (i) through (viii) of this paragraph shall also include affiliates of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause. “Cause” used in connection with the termination shall mean, for purposes of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredthis Agreement: (i) any act or omission that constitutes a material breach the continued failure by such Executive to use good faith efforts in the performance of any of his material obligations Executive’s duties under this Agreement (other than any such failure resulting from Disability or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature other allowable leave of such breachabsence); (ii) the willful refusal and continued failure criminal felony indictment (or non-U.S. equivalent) of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required by a court of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecompetent jurisdiction; (iii) conviction of such the engagement by Executive of any willful and in misconduct that has caused, or, is reasonably likely to cause, material violation of any federal harm (financial or state law or regulation directly related otherwise) to the business Company, including, without limitation (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its subsidiariesaffiliates, material violation (B) the debarment of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries affiliates by the U.S. Food and Drug Administration or affiliates any successor agency (for the avoidance “FDA”) or any non-U.S. equivalent, or the debarment, suspension or other exclusion of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or any of its subsidiariesaffiliates by any other governmental authority, or (C) the revocation, suspension or denial of any registration, license, or other governmental authorization of the Company or any of its affiliates, including any registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) and any registration or marketing authorization of the FDA or any non-U.S. equivalent; (iv) the debarment of Executive by the FDA or the debarment, suspension or other exclusion of Executive by any other governmental authority; (v) the continued material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), including(iv) and (vii) above), without limitation, the Company must deliver a breach written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the ExecutiveCompany’s confidentiality obligation actual knowledge of such conduct, events or circumstances, and Executive must have failed to cure such conduct (if curable) within thirty (30) days after such demand. References to the Company or the Executive’s engagement in any Prohibited Activity during his employment with subsections (i) through (viii) of this paragraph shall also include affiliates of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term For purposes of this Agreement, a termination of employment is for “Cause” used if the termination occurs because of Executive’s: (i) unauthorized use or disclosure of the confidential information or trade secrets of the Company, which use or disclosure causes, or could reasonably be expected to cause, material harm to the Company; (ii) conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving moral turpitude; (iii) willful misfeasance or gross misconduct in the performance of Executive’s duties; (iv) substance abuse that in any manner materially interferes with the performance of Executive’s duties; (v) chronic absence from work for reasons other than illness; or (vi) failure to perform Executive’s assigned duties, after receiving written and reasonable notice from the Company and an opportunity of at least thirty (30) days to correct any such failure and/or dispute the original notice. Although the foregoing is an exclusive list of the grounds for terminating Executive’s employment for “Cause,” it is expressly understood that the Company, or any acquirer or successor of the Company, may terminate Executive’s at-will employment for reasons that do not constitute “Cause.” A termination without “Cause” includes not only involuntary terminations by the Company, but also voluntary terminations by Executive resulting from either: (a) a material reduction in employment duties, compensation or benefits; or (b) a change in location of employment outside of a fifty (50)-mile radius of the Company’s current principal office, without Executive’s consent; provided, however, that a termination in connection with the termination of employment of the Executive events described above shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing only constitute a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment by the Company without Cause only because if (A) the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after provides written notice to such Executive specifying in reasonable detail the nature Company of the event within ninety (90) days of the occurrence of such breach; event, (iiB) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required cure the condition caused by such event within 20 thirty (30) days after such demand is made; (iii) conviction of such receipt from Executive of any willful and material violation of any federal or state law or regulation directly related to the business written notice of the Company or any event, and (C) the Executive provides written notice of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or his intent to terminate employment within thirty (iv30) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with days following the Company, which remains uncured for 30 days after written notice ’s failure to such Executive specifying in reasonable detail the nature of such misconductcure.

Cause. The term Executive’s employment with the Company may be terminated by the Company with or without Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to perform substantially perform the material Executive’s duties (including, without limitation, full cooperation in any audit or investigation involving with the Company and/or or any of its subsidiariesaffiliates or Executive’s material disregard of the directives of the Board (in each case other than any such failure resulting from any medically determined physical or mental impairment) reasonably required of him (except termination due to death or permanent disability) that is not cured by Executive within 20 calendar days after a written demand for substantial performance is delivered to Executive by the Board, in writing, Board which specifically identifying identifies the manner in which the Board in good faith determines believes that such Executive has not substantially performed his Executive’s duties or disregarded a directive of the Board; (ii) willful material obligations and such misrepresentation at any time by Executive fails to perform as required within 20 days after such demand is madethe Board; (iii) conviction of such Executive Executive’s commission of any willful and material violation act of any federal fraud, misappropriation (other than misappropriation of a de minimis nature) or state law embezzlement against or regulation directly related to the business of in connection with the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, affiliates or indictment their respective businesses or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudoperations; or (iv) a conviction, guilty plea or plea of nolo contendere of Executive for any other willful misconduct crime involving dishonesty or for any felony; (v) a material breach by such Executive which is materially injurious to the financial condition of his fiduciary duties of loyalty or business reputation of, or is otherwise materially injurious care to the Company or any of its subsidiaries affiliates or affiliates a material violation of the Company’s Code of Business Conduct and Ethics or any other material breach of a Company policy, as the same may be amended from time to time; (for vi) the avoidance engaging by Executive in illegal conduct, gross misconduct, gross insubordination or gross negligence that is materially and demonstrably injurious to the Company’s business or financial condition; or (vii) a material breach by Executive of doubthis obligations under Section 7, the term “affiliate” as used in 8, 9 or 11 of this Agreement shall that, in the case of Sections 7, 8 or 11, is not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 cured (if curable) by Executive within 20 calendar days after written notice demand for such cure is delivered to such Executive specifying by the Board which specifically identifies the manner in reasonable detail which the nature of such misconductBoard believes that Executive has materially breached his obligations.

Cause. The term Company shall have “Cause” used in connection with to terminate the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive Term and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s 's employment only because the Board determines that one or more of the following events have occurred: hereunder upon: (i) the Executive's failure to perform substantially his duties as an employee of the Company (other than any act such failure resulting from the Executive's incapacity due to physical or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement mental illness), which remains uncured for 20 is not cured within 15 days after a written notice demand for performance is given to such the Executive by the Board specifying in reasonable detail the nature manner in which the Executive has failed to perform substantially his duties as an employee of such breach; the Company; (ii) the willful refusal and continued Executive's failure of such Executive to substantially perform the material duties (includingcarry out, without limitationor comply with, full cooperation in any audit or investigation involving material respect any lawful and reasonable directive of the Company and/or its subsidiaries) reasonably required Board consistent with the terms of him (except termination due to death or permanent disability) after demand for performance this Agreement that, if capable of cure, is delivered not cured by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 15 days after written notice given to the Executive describing such demand is made; failure in reasonable detail; (iii) conviction the Executive's conviction, plea of such Executive no contest, plea of nolo contendere, or imposition of unadjudicated probation for any willful and material felony or, to the extent involving fraud, dishonesty, theft, embezzlement or moral turpitude, any other crime; (iv) the Executive's violation of any federal or state law or regulation directly related a material regulatory requirement relating to the business of the Company or any of and its subsidiariessubsidiaries that, material violation of any policies in the good faith judgment of the Company and/or its subsidiariesBoard, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition Company in any material respect; (v) the Executive's unlawful use (including being under the influence) or business reputation ofpossession of illegal drugs on the Company's premises or while performing the Executive's duties and responsibilities under this Agreement; (vi) the Executive's breach of this Agreement in any material respect that, if capable of cure, is not cured by the Executive within 15 days after written notice given to the Executive describing such breach in reasonable detail; or (vii) the Executive's commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or is otherwise materially injurious breach of fiduciary duty with respect to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.affiliates;

Cause. The term Company may terminate the Employee’s Employment for Cause at any time upon written notice to Employee. (i) For purposes of the Agreement, the Company shall have “Cause” used in connection with to terminate the termination Employee’s Employment hereunder pursuant to Employee’s: (1) any material breach of employment this Agreement or of any other written agreement between Employee and the Executive shall have the same meaning ascribed Company, if such breach causes material harm to such term in any employment or severance agreement then in effect between Executive and the Company or one to any of its subsidiaries oraffiliates or reasonably threatens to cause such harm; (2) any material failure to comply with the Company’s written policies or rules, as they may be in effect from time to time during the Employment, if no such agreement containing a definition of “Cause” is then in effect, shall mean failure causes material harm to the termination of Executive’s employment only because the Board determines that one Company or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of to any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 its affiliates and to the extent it is deemed curable by the Employee, is not cured within 10 days after written notice thereof is given to such Executive specifying in reasonable detail the nature Employee by the Company; (3) any commission, conviction of, or a plea of such breach; “guilty” or “no contest” to, a felony under the laws of the United States or any State; (ii4) any willful, intentional or grossly negligent act having the effect of materially injuring (whether financially or otherwise) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit business or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business reputation of the Company or of any of its subsidiariesaffiliates, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation ofextent it is deemed curable by the Employee, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 cured within 10 days after written notice thereof is given to the Employee by the Company; or (5) any willful misconduct with respect to any of Employee’s material duties or obligations under the Agreement or applicable law or regulation, which, to the extent it is deemed curable is not cured within 10 days after written notice thereof is given to the Employee by the Company. (ii) A purported termination of Employee’s employment for Cause shall not be effective unless the Company provides written notice to Employee of the facts alleged by the Company to constitute Cause and such Executive specifying in reasonable detail notice is delivered to Employee no more than 90 days after the nature Company has actual knowledge of such misconductfacts. (iii) In the event that the Company terminates the Employee’s Employment for Cause, the Employee shall receive the Base Salary through the Date of Termination, and any other amount and/or entitlement owed to the Employee pursuant to applicable law upon such termination, as well as reimbursement for approved but unpaid business expenses through the Date of Termination. The Employee shall not be entitled to any compensation, benefits or other amounts from the Company or otherwise upon such termination, notwithstanding anything to the contrary contained in the Agreement or otherwise.

Cause. The term Immediately upon written notice by the Company to the Executive of a termination for Cause. “Cause” used shall mean the Executive’s (i) continued failure to follow the lawful and reasonable directives of the Board after written notice from the Board and a period of no less than thirty (30) days to cure such failure; (ii) willful misconduct or gross negligence in connection the performance of the Executive’s duties; (iii) conviction of, or pleading of guilty or nolo contendere to, a non-vehicular felony; (iv) material violation of a material written Company or Parent policy that is not cured within fifteen (15) days of written notice from the Board; (v) performance of any material act of theft, embezzlement, fraud or misappropriation of or in respect of the Company’s property; (vi) continued failure to cooperate in any audit or investigation of financial or business practices of the Company or Parent after written request for cooperation from the Board and a period of no less than ten (10) days to cure such failure; (vii) commission of any criminal act or other act involving moral turpitude, sexual harassment or drug violations (after an independent investigation concludes that such acts occurred and Executive has been presented with opportunity to participate in the termination investigation); (viii) commission of any willful act which brings public disrepute, contempt, scandal, or ridicule, or which shocks or offends the community or any group or class thereof, or which reflects unfavorably upon Company or Parent and, as a result of such act or involvement, reduces the commercial value of Company's or Parent’s association with Executive; (ix) willful actions (other than legal action or arbitration arising out of this Agreement) or making or authorizing statements in derogation of Company or Parent or their products and such actions or statements become public during the Term that result in damage to the business of the Company; or (x) breach of any of the restrictive covenants set forth in Section 10 hereof or in any other written agreement between the Executive and the Company and/or its affiliates that causes material and demonstrable harm to the Company or Parent and that is not cured within fifteen (15) days of written notice from the Board (a “Material Covenant Violation”). For purposes of this Section 7(c), no act, or failure to act, on the part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company. Any act, or failure to act, based upon (A) authority given pursuant to a resolution duly adopted by the Board or the board of directors of the Company or (B) the advice of counsel for the Company or Parent 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 Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the same meaning ascribed Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board (excluding the Executive, if the Executive is a member of the Board) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to such term in any employment or severance agreement then in effect between the Executive and the Company or one Executive is given an opportunity, together with counsel for the Executive, to be heard before the Board), finding that, in the good faith opinion of its subsidiaries orthe Board, if no such agreement containing a definition the Executive is guilty of “Cause” is then the conduct described in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: clauses (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; through (iix) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiariespreceding paragraph, material violation of any policies of and specifying the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used particulars thereof in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdetail.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean means the termination of Executive’s employment only because by the Corporation prior to the expiration of the Term or any renewal term as a result of a finding by the Board determines (excluding Executive if Executive is a Board member) that one or more any of the following events have occurred: (i) any Executive engaged in or directed others to engage in an act or omission that constitutes a material breach by such Executive omission, or series of any of his material obligations under this Agreement actions or any employment agreement which remains uncured for 20 days after written notice omissions, deemed to such Executive specifying in reasonable detail the nature of such breachbe fraudulent, dishonest or unlawful; (ii) the willful refusal Executive committed a knowing and continued failure material breach of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madethis Agreement; (iii) conviction Executive knowingly violated or directed others to violate one or more material corporate policies and/or procedures except when such violation or direction is consistent with the exercise of such reasonable business judgment within Executive’s discretion; (iv) Executive knowingly violated or directed others to violate the Corporation’s Standards of any Conduct or the Corporation’s, Bank’s or an Affiliate’s policies prohibiting discrimination, harassment and/or retaliation; (v) Executive engaged in, or directed others to engage in a criminal act (other than a minor traffic offense) or other willful and material violation of any federal or state law or regulation directly related misconduct determined to be substantially detrimental to the business best interests of the Company Corporation, the Bank or any of its subsidiariesan Affiliate; (vi) Executive breached a fiduciary duty owed to the Corporation, material violation of any policies the Bank or an Affiliate; (vii) Executive is willfully insubordinate in failing to follow the directions of the Company and/or its subsidiariesBoard, the President, or indictment or conviction a Chief Executive Officer; (viii) Executive grossly neglected the performance of such Executive for a felonyExecutive’s duties, or conviction failed to perform assigned duties, and such failure was not cured within twenty-one (21) days after the Board or executive management provided written notice of such the issue; (ix) Executive of any willful perpetration of a common law fraudhas demonstrated incompetence; or (ivx) any other willful misconduct by such Executive which knowingly engaged in, or directed others to engage in conduct that resulted in, or that is materially injurious reasonably likely to result in material harm to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubtCorporation, the term “affiliate” as used in this Agreement shall not be construed Bank or an Affiliate, if such conduct became or were to include any other portfolio companies of Vestar other than the Company become known to a regulatory or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company government agency or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductpublic.

Cause. The term Company may terminate Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” used in connection with shall mean the termination occurrence of employment any of the following: (i) Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or refusal to perform the duties required under this Agreement, (ii) any breach of this Agreement by Executive shall have (or any grossly negligent, willful or intentional act of Executive) that injures the same meaning ascribed to such term in any employment reputation or severance agreement then in effect between Executive and business of the Company or one its affiliates in any material respect; (iii) material breach by Executive of its subsidiaries orhis obligations under this Agreement; (iv) Executive’s gross negligence in the performance of, if or intentional, material nonperformance of, any of Executive’s material duties and responsibilities hereunder which continues for ten (10) days after receipt of written notice of need to cure; (v) Executive’s dishonesty, fraud or misconduct with respect to the business or affairs of the Company; (vi) Executive’s indictment of, conviction of, or pleading of no contest to a felony or any misdemeanor involving fraud; (vii) the commission by Executive of an act of fraud or embezzlement, or any other act involving the misappropriation of funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the Company. Cause shall not exist pursuant to clause (i), (ii), (iii) or (iv) of this Section 7(c) unless Executive has failed to correct the activity alleged to constitute Cause within ten (10) days following written notice from the Company of such agreement containing a definition activity, which notice shall specifically set forth the nature of “Cause” is then in effectsuch activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, shall mean the termination of Executive’s employment only because for Cause shall be pursuant to the action of the Board determines that one or more of Directors, taken in conformity with the Bylaws of the following events have occurred: (i) any act or omission that constitutes a material breach by such Company. In the event of Executive’s termination for Cause as set forth above, Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed entitled to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductseverance compensation.

Cause. The term “Cause” used in connection with the termination of employment of the Executive Asset Manager shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive be removed, and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, this Agreement shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: terminate immediately: (i) if the Asset Manager is wound up or dissolved or there is appointed over it or a substantial part of its assets a receiver, administrator, administrative receiver, trustee or similar officer; or the Asset Manager (A) ceases to be able to, or admits in writing its inability to, pay its debts as they become due and payable, or makes a general assignment for the benefit of, or enters into any composition or arrangement with, its creditors generally; (B) applies for or consents (by admission of material allegations of a petition or otherwise) to the appointment of a receiver, trustee, assignee, custodian, liquidator or sequestrator (or other similar official) of the Asset Manager or of any substantial part of its properties or assets, or authorizes such an application or consent, or proceedings seeking such appointment are commenced without such authorization, consent or application against the Asset Manager and continue undismissed for 60 days or any such appointment is ordered by a court or regulatory body having jurisdiction; (C) authorizes or files a voluntary petition in bankruptcy, or applies for or consents (by admission of material allegations of a petition or otherwise) to the application of any bankruptcy, reorganization, arrangement, readjustment of debt, insolvency or dissolution, or authorizes such application or consent, or proceedings to such end are instituted against the Asset Manager without such authorization, application or consent and remain undismissed for 60 days or result in adjudication of bankruptcy or insolvency or the issuance of an order for such relief; or (D) permits or suffers all or any substantial part of its properties or assets to be sequestered or attached by court order and the order (if promptly contested in good faith) remains undismissed for 60 days, (ii) upon the occurrence of an act or omission by the Asset Manager that constitutes a material breach by such Executive fraud or criminal activity in the performance of any of his material its obligations under this Agreement or the Asset Manager being indicted for a criminal offense materially related to the Asset Manager’s primary business, (iii) upon any employment agreement willful violation by the Asset Manager in any respect of any provision of this Agreement applicable to it, or (iv) if the Asset Manager has committed a material breach of its obligations under this Agreement which remains uncured for 20 is not cured within 30 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, type of material breach which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature is incapable of such misconductbeing cured.

Cause. The term “Cause” used means, as determined in connection with the termination of employment sole discretion of the Executive Board following written notice (the “Cause Notice”) of the condition(s) believed to constitute Cause, which notice shall have the same meaning ascribed to briefly describe such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orcondition(s), if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: condition(s): (i) Executive’s failure to substantially perform Executive’s job duties (other than any act such failure resulting from Executive’s incapacity due to physical or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement mental illness or any employment agreement which remains uncured for 20 days such actual or anticipated failure after his issuance of written notice of the occurrence of an event alleged by Executive to such Executive specifying in reasonable detail the nature of such breachconstitute Good Reason); (ii) Executive’s failure to comply with all material applicable laws in performing Executive’s job duties or in directing the willful refusal and continued failure conduct of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeCompany’s business; (iii) conviction of such Executive Executive’s commission of any willful felony or intentionally fraudulent acts against the Company or the Parent, their affiliates, Executives, agents or customers; (iv) Executive’s participation in any activity that is directly competitive with or intentionally injurious to the Company, the Parent or any of their affiliates or which violates the terms of Executive’s Proprietary Information and Inventions Agreement (defined below); (iv) Executive’s material breach of the terms of Executive’s Proprietary Information and Inventions Agreement (as defined below); (v) Executive’s commission of any act of fraud, embezzlement or dishonesty against the Company, the Parent or any of their affiliates, or use or intentional appropriation for Executive’s personal use or benefit of any funds or material properties of the Company, the Parent or any of their affiliates not authorized by the Board to be so used or appropriated; (vi) Executive’s breach of any material provision of this Agreement; and (vii) Executive’s gross negligence, insubordination or material violation of any federal or state law or regulation directly related to the business duty of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious loyalty to the Company or any other demonstrable material misconduct on the part of its subsidiaries or affiliates (for the avoidance of doubtExecutive; provided, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than however, that, termination by the Company under subsections (i) or its subsidiaries(vi) of this Section 3.8(c), including, without limitation, a breach shall only be deemed for “Cause” pursuant to the foregoing definition if Executive fails to remedy such condition(s) within thirty (30) days following delivery of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause Notice.

Cause. The term Company may terminate Executive’s employment for “Cause” used in connection with the termination of employment ”, effective as of the date of the Notice of Termination (as defined in Section 6 below), subject to the payment by the Company to Executive shall have of the same meaning ascribed to such term benefits provided in any employment Section 7(a) hereof. A termination for Cause is a termination made because Executive has (A) committed an act of fraud or severance agreement then in effect between Executive and embezzlement against the Company or one any affiliate thereof, an unauthorized disclosure of its subsidiaries orConfidential Information (as defined in Section 10 below) of the Company which disclosure results in material damage to the Company, if no such agreement containing or a definition breach of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement duties to the Company which remains uncured for 20 days continues after written notice thereof and a reasonable opportunity to such Executive specifying in reasonable detail the nature of such breach; cure: (ii1) the willful refusal duty not to take actions which would reasonably be viewed by the Company as placing Executive’s interest in a position adverse to the interests of the Company, or (2) the duty not to engage in self-dealing with respect to the Company’s assets, properties or business opportunities; or (B) been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (C) engaged in intentional misconduct as an employee of the Company, which misconduct or violation results in material damage to the Company or its reputation and continued failure of continues after written notice thereof and a reasonable opportunity to cure (if such Executive misconduct is susceptible to substantially perform the material duties (cure by Executive), including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiariesbut not limited to (1) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered intentional violations by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business written policies of the Company or any of its subsidiaries, material violation of any policies specific directions of the Company and/or its subsidiariesBoard or Chairman of the Board, which policies or directives are not illegal (or do not involve illegal conduct) nor do they require Executive to violate reasonable business ethical standards, or indictment or conviction (2) intentional violations of such Executive for a felony, or conviction the Company’s code of such Executive of any willful perpetration of a common law fraudcorporate conduct; or (ivD) any other willful misconduct by such Executive which is materially injurious failed, after written notice from the Company to the financial condition or business reputation of, or is otherwise materially injurious render services to the Company in accordance with this Agreement or any Executive’s position and responsibilities with the Company in a manner that amounts to gross neglect in the performance of its subsidiaries or affiliates (his duties to the Company. The Company may suspend Executive, without pay, upon Executive’s indictment for the avoidance commission of doubt(1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the term “affiliate” as used in this Agreement indictment is either dismissed or a verdict of not guilty has been entered, at which time Executive shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment reinstated with the Company. Upon such reinstatement, Executive shall be entitled to payment by the Company of all Base Salary to which remains uncured for 30 days after written notice Executive would have otherwise been entitled to such Executive specifying in reasonable detail during the nature period of such misconductsuspension.

Cause. The term For purposes of this Agreement, “Cause” used will mean: (i) Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and Executive has not taken corrective action within thirty (30) days of such written demand; (ii) Any act of personal dishonesty taken by Executive in connection with the termination of employment his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (iv) A breach of any fiduciary duty owed to the Company by Executive shall have that has a material detrimental effect on the same meaning ascribed Company’s reputation or business; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such term action (regardless of whether or not Executive admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; (vii) Executive’s disqualification or bar by any employment governmental or severance agreement then self-regulatory authority from serving in effect between the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is reasonably necessary for Executive and to perform his responsibilities to the Company or one of its subsidiaries orunder this Agreement, if no such agreement containing a definition of “Cause” is then (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in effectthe capacity contemplated by this Agreement to whatever extent legally permissible and, shall mean the termination of if Executive’s employment only because the Board determines that one or more of the following events have occurred: is not permissible, Executive will be placed on leave (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related will be paid to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiariesextent legally permissible), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term “Cause” used Trust shall have the right to terminate Executive's employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is made), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees (other than Executive) determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the termination Trust or any affiliate of the Trust, (ii) has been convicted of a felony or entered a plea of "nolo contendre" which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust's (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days' prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust to the material detriment of the Trust or any affiliate of the Trust or its business. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered "willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Trust. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Trust 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 Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the same meaning ascribed Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board (the Executive shall not be counted for the purpose of determining a majority of the membership of the Board if he is a Trustee at the time of such vote) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to such term in any employment or severance agreement then in effect between the Executive and the Company or one Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, the Executive was guilty of the conduct set forth in writingclause (i), specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (ii), (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to hereof, and specifying the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used particulars thereof in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdetail.

Cause. The term Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” shall mean (i) Executive refuses or fails to perform any of his duties and responsibilities as determined from time to time by the Board, including, without limitation (a) Executive’s persistent neglect of duty or chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured to the reasonable satisfaction of the Board following thirty (30) days’ written notice from the Company of such alleged fault and (b) Executive’s refusal to comply with any lawful directive or policy of the Board which refusal is not cured by Executive within thirty (30) days of such written notice from the Company; provided, however, that the Company shall not be required to give Executive a cure period with respect to this clause (i) on more than one occasion; (as used in connection with this Section 7.5, “Company” shall mean Holdings, the termination of employment Company and each of the Company’s subsidiaries), (ii) Executive shall have acts (including a failure to act) in a manner which constitutes willful misconduct, gross negligence, or insubordination, (iii) the same meaning ascribed Company determines that, in the reasonable judgment of the Board, (x) Executive has committed an act of fraud, personal dishonesty or misappropriation relating to such term in any employment or severance agreement then in effect between Executive and the Company or one Holdings, has violated any material provision of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more any written policy of the following events have occurred: Company or Holdings or (iy) Executive has committed any other act causing material harm to the Company’s or Holding’s standing or reputation, or any act of dishonesty, embezzlement, unauthorized use or omission that constitutes disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto, (iv) a material breach by such the Executive of this Agreement, any other written agreement with the Company, any fiduciary duty to the Company, (v) Executive’s arrest, indictment for or conviction (or the entry of his material obligations under this Agreement a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; misdemeanor involving material dishonesty or moral turpitude, or (iivi) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit Executive’s habitual or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation repeated misuse of, or is otherwise materially injurious to the Company habitual or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach repeated performance of the Executive’s confidentiality obligation to duties under the Company influence of, alcohol or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductcontrolled substances.

Cause. The term “Cause” used in connection with Company may terminate the termination of Executive's employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement for "Cause" (as hereinafter defined). "Cause" shall mean: (A) committing or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying participation in reasonable detail the nature an injurious act of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (includingfraud, without limitationgross neglect, full cooperation in any audit wilful misconduct, recklessness, embezzlement or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of dishonesty against the Company or any of its subsidiariesaffiliates; (B) engaging in a criminal enterprise involving moral turpitude; (C) conviction of an act or acts (1) constituting a felony under the laws of the United States or any state thereof, material violation or (2) if applicable, loss of any policies state or federal license required for the Executive to perform the Executive's material duties or responsibilities for the Company; provided however that this Section 6.4(C)(2) shall not be applicable if such loss of license shall be a result of any actions or inactions outside the Executive's control; (D) habitual neglect of duty, gross incompetence, or wilful disobedience of the reasonable and lawful orders of the Board of Directors or the Company and/or its subsidiaries, which are not inconsistent with the provisions of this Agreement or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudthe Executive's duties and authority as provided in this Agreement; or (ivE) any other willful misconduct by such Executive which is materially injurious breach of or failure to the financial condition or business reputation of, or is otherwise materially injurious to the Company or observe any of its subsidiaries the material terms or affiliates conditions of this Agreement. In the event that the event constituting "Cause" is a criminal offense which the Executive contests by appropriate pleas and proceedings, then at the Company's option the Executive may be suspended from his office (for and his compensation shall continue to be paid to him during the avoidance period of doubtsuch suspension). If the Executive is acquitted or the charges against him are withdrawn, then the term “affiliate” as used in this Agreement Executive shall not be construed restored to include office. Upon any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach disposition of the Executive’s confidentiality obligation 's case that is not an acquittal or withdrawal of charges, the Executive shall be deemed terminated for Cause as of the date of the crime, all compensation paid to him from the Company or date of his suspension shall be forfeited and refunded by the Executive’s engagement in any Prohibited Activity during his employment with Executive to the Company, which remains uncured for provided, however, that (i) the Executive's implementation in good faith of decisions made by the Board of Directors or the Company shall not constitute "Cause," and (ii) if an event constituting "Cause" under Sections (A) (with respect to gross neglect only), (D) or (E) is curable, then the Executive shall have the opportunity to cure the same within 30 days after receipt of written notice to such Executive specifying from the Company setting forth the conduct committed in reasonable detail and that the nature of such misconductCompany intends to terminate the Executive for "Cause" if the breach is not timely cured.

Cause. The term Company may terminate the Executive’s employment during the Employment Period for Cause (as defined below) only in accordance with the provisions set forth herein. (i) For purposes of this Agreement, “Cause” used means (A) repeated violations by the Executive of the Executive’s material responsibilities and material duties 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, (B) commission of an intentional act of fraud, embezzlement or theft by the Executive in connection with the termination of employment Executive’s duties or in the course of the Executive shall have the same meaning ascribed to such term in any Executive’s employment or severance agreement then in effect between Executive and with the Company or one any of its subsidiaries orparent or subsidiary entities, if no such agreement containing a definition of “Cause” is then in effectaffiliated companies, shall mean the termination of Executive’s employment only because the Board determines that one partnerships, divisions or more of the following events have occurred: other affiliated entities, (iC) any act or omission that constitutes a material breach by such Executive violation of any of his material obligations under this Agreement law, regulation, or rule applicable to the Company’s or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities’ business or reputation, including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiariessecurities laws, (D) reasonably required of him (except termination due causing intentional wrongful damage to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business property of the Company or any of its subsidiariesparent or subsidiary entities, material violation of any policies affiliated companies, partnerships, divisions or other affiliated entities, (E) intentionally and wrongfully disclosing secret processes or confidential information of the Company and/or or any of its subsidiariesparent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, (F) conviction of, or indictment or conviction plea of such Executive for nolo contendere to, a felony, which conviction or conviction plea materially xxxxx the business or reputation of such Executive the Company or any of its parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities, or (G) participating, without the Company’s express written consent, in the management of any willful perpetration business enterprise which engages in substantial and direct competition with the Company or any of a common law fraudits parent or subsidiary entities, affiliated companies, partnerships, divisions or other affiliated entities; provided that in the case of clauses (A) through (F), any such act or (iv) any other willful misconduct by such Executive which is omission shall have been materially injurious to the financial condition or business reputation of, or is otherwise materially injurious harmful to the Company or any of its subsidiaries parent or affiliates (for the avoidance of doubtsubsidiary entities, the term “affiliate” as used in this Agreement shall not be construed to include any affiliated companies, partnerships, divisions or other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductaffiliated entities.

Cause. The term Company may terminate the Executive’s employment after the Effective Date for “Cause” used only if the conditions set forth in paragraphs (i) and (ii) have been met and the Company otherwise complies with this Agreement: (i) (A) the Executive has committed any act of fraud, embezzlement or theft in connection with the termination Executive’s duties as an executive or in the course of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving with the Company and/or its subsidiaries; (B) reasonably required the Executive has willfully and continually failed to perform substantially the Executive’s duties with the Company or any of him its Affiliates (except termination other than any such failure resulting from incapacity due to death physical or permanent disabilitymental illness or injury, regardless of whether such illness or injury is job-related) for an appropriate period, which shall not be less than 30 days, after the Chief Executive Officer of the Company (or, if the Executive is then Chief Executive Officer, the Board) has delivered a written demand for performance is delivered by to the Board, in writing, Executive that specifically identifying identifies the manner in which the Board in good faith determines that such Chief Executive Officer (or the Board, as the case may be) believes the Executive has not substantially performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madethe Executive’s duties; (iiiC) conviction of such the Executive of any willful has willfully engaged in illegal conduct or gross misconduct that is materially and material violation of any federal or state law or regulation directly related demonstrably injurious to the business Company; (D) the Executive has willfully and wrongfully disclosed any Trade Secrets or Confidential Information of the Company or any of its subsidiariesAffiliates; or (E) the Executive has engaged in any Competitive Activity; and in any such case the act or omission shall have been determined by the Board to have been materially harmful to the Company and its subsidiaries taken as a whole. For purposes of this provision, material violation (1) no act or failure to act on the part of any policies the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the best interests of the Company and/or its subsidiariesand (2) any act, or indictment failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or conviction upon the instructions of such the Chief Executive for Officer or a felony, or conviction senior officer of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any based upon the advice of its subsidiaries or affiliates (counsel for the avoidance Company shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests of doubtthe Company. (A) The Company terminates the Executive’s employment by delivering a Notice of Termination to the Executive, (B) prior to the time the Company has terminated the Executive’s employment pursuant to a Notice of Termination, the term “affiliate” as used Board, by the affirmative vote of not less than three-quarters (3/4) of the entire membership of the Board, has adopted a resolution finding that the Executive was guilty of conduct set forth in this definition of Cause, and specifying the particulars thereof in detail, at a meeting of the Board called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) and (C) the Company delivers a copy of such resolution to the Executive with the Notice of Termination at the time the Executive’s employment is terminated. In the event of a dispute regarding whether the Executive’s employment has been terminated for Cause, no claim by the Company that the Company has terminated the Executive’s employment for Cause in accordance with this Agreement shall not be construed to include any other portfolio companies of Vestar other than given effect unless the Company or its subsidiaries), including, without limitation, a breach establishes by clear and convincing evidence that the Company has complied with the requirements of this Agreement to terminate the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term Company may terminate the Executive’s employment for Cause. For purposes of this Agreement (except as set forth below), “Cause” used shall mean that the Board, acting in connection with good faith based upon the termination of employment of information then known to the Company, determines that the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: has (i) any act engaged in or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachcommitted willful misconduct; (ii) the willful refusal and continued failure engaged in or committed theft, fraud or other conduct constituting a felony (other than traffic related offenses or as a result of such Executive vicarious liability); (iii) refused or demonstrated an unwillingness to substantially perform the material his duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) for a 30-day period after written demand for substantial performance that refers to this Section 3(d) and is delivered by the Board, in writing, Company that specifically identifying identifies the manner in which the Board Company believes the Executive has not substantially performed his duties for the Company or Apria Healthcare; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith determines that with any Company, Apria Healthcare or government investigation or provide testimony therein (other than such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madefailure resulting from the Executive’s disability); (iiiv) conviction of such Executive of engaged in or committed any willful act that is likely to and material violation which does in fact have the effect of any federal injuring the reputation or state law or regulation directly related to the business of the Company or any Apria Healthcare; (vi) willfully violated his fiduciary duty or his duty of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious loyalty to the Company or Apria Healthcare or the Company’s Code of Ethical Business Conduct in any of its subsidiaries material respect; (vii) used alcohol or affiliates drugs (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company or its subsidiariesApria Healthcare; or (viii) engaged in or committed any other material breach of this Agreement or the Letter Agreement for a 30-day period after written notification is delivered by the Company that specifically refers to this Section 3(d) and identifies the manner in which the Company believes the Executive has materially breached this Agreement. For purposes of the above clauses (i), including(v) and (vi) of this Section 3(d), without limitationno act, a breach of or failure to act, on the Executive’s confidentiality obligation part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the Company or the Executive’s engagement in any Prohibited Activity during his employment with best interest of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company may terminate the Executive’s employment for “Cause.” used A termination for Cause shall mean discharge by the Company by reason of the following: (1) The Executive’s conviction of, or a plea of nolo contendere to, any act which constitutes a felony offense under applicable law in connection with the termination of employment performance of the Executive shall have Executive’s obligations on behalf of the same meaning ascribed Company or which affects the Executive’s ability to such term in perform the Executive’s obligations as an employee of the Company or under any employment agreement, non-competition agreement, confidentiality agreement or severance like agreement then in effect or covenant between the Executive and the Company or one which materially and adversely affects the reputation and business activities of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Company; (2) the Executive’s employment only because willful misconduct in connection with the Board determines that one or more performance of the following events have occurred: Executive’s duties and responsibilities as an employee of the Company; (i3) any the Executive’s commission of an act of embezzlement, fraud or omission that constitutes dishonesty which results in a material breach by such Executive loss, damage or injury to the Company; (4) the Executive’s substantial and continuing gross negligence in the performance of the Executive’s duties as an employee of the Company; (5) the Executive’s knowing unauthorized use or unauthorized disclosure of any trade secret or confidential information of his material obligations under the Company which adversely affects the business of the Company; provided, that any disclosure of any trade secret or confidential information of the Company to a third party in the ordinary course of business who signs a confidentiality agreement shall not be deemed a breach of this Agreement subsection; (6) substance or any employment agreement alcohol abuse for which remains uncured for 20 the Executive fails to undertake and maintain treatment within five (5) days after requested by the Company; (7) the Executive’s continuing material failure or refusal to perform the Executive’s duties in accordance with the terms of this Agreement; provided, that discharge pursuant to this subsection shall constitute discharge for cause only if the Executive has first received written notice to such Executive specifying in reasonable detail from the President of the Company stating with specificity the nature of such breach; (ii) the willful failure or refusal and continued failure of such Executive to substantially perform the material duties (includingand, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered if requested by the Executive within five (5) days thereafter, the Executive is afforded a reasonable opportunity to be heard before the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such 8) the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any breaches a material provision of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductAgreement.

Cause. The term “Cause” used in connection with Company may terminate this Agreement immediately upon written notice to the termination of employment Executive if, after the Executive is given an opportunity to be heard by the Board and to present evidence on Executive's behalf, a formal determination is made by a majority of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because directors on the Board determines and at least two-thirds of the Board's non-employee directors, that the Executive should be terminated for "Cause". Any one or more of the following events have occurred: shall constitute "Cause": (i) conviction of (or pleading nolo contendere to) a felony that is injurious to the business or reputation of the Company, the Partnership, or their Affiliates; (ii) engaging in intentional wrongdoing (including without limitation, theft, fraud, embezzlement, or willful misappropriation of the funds or property of the Company, the Partnership, or their Affiliates), or failure by Executive to substantially adhere to the Company work rules, policies or procedures, that is injurious to the business or reputation of the Company, the Partnership, or their Affiliates, or breach of fiduciary duties for enrichment of the Executive; (iii) illegal or prohibited treatment of or relations with any act employee, agent or omission that constitutes consultant of the Company, the Partnership, or their Affiliates or of any person with whom the Company, the Partnership, or their Affiliates have a business relationship, in the form of illegal or prohibited discrimination, harassment, abuse, assault or other actions of a similar nature; (iv) Executive has failed to perform substantially Executive's material duties as contemplated by Paragraph 2 above (other than such failure resulting from incapacity due to physical or mental illness), which, for avoidance of doubt, shall include Executive's insubordination to his or her direct or indirect reports or to the Board, after (i) a written demand for corrected performance is delivered to Executive by the Board which identifies specifically the manners in which the Board believes Executive has not performed substantially Executive's material duties, and (ii) Executive's failure to cure such items identified in the Board's letter within 30 days. (v) any material breach by such Executive of any of his material Executive's obligations under this Agreement or any employment agreement which remains uncured for 20 including, but not limited to, a breach of Executive's obligations under Paragraph 7; provided, however, that in the event such breach is curable and is actually cured within ten (10) days after written notice to such Executive specifying in reasonable detail detailing the nature and facts of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance breach is delivered by to Executive, the Boardbreach shall not be considered "Cause" for Executive's termination. (vi) engaging in actions or behavior that bring Executive into public hatred, disrepute, scorn, or ridicule, or shock, insult, or offend the community or public morals or decency, in writing, specifically identifying the manner each case resulting in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related injury to the business or reputation of the Company or any inhibiting the ability of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with effectively represent publicly the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductPartnership, or their Affiliates.

Cause. The term Company may terminate the Executive’s employment hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” used to terminate the Executive’s employment hereunder upon the Executive’s (i) willful and continued failure substantially to perform his material duties with Company (other than due to Disability), or the commission of any activities constituting a material violation or material breach of any federal, state or local law or regulation applicable to the activities of Company, in connection each case, after notice thereof from the Board to the Executive and (where possible) a reasonable opportunity for the Executive to cease and cure such failure, breach or violation in all respects, (ii) fraud, breach of fiduciary duty, dishonesty, misappropriation or other act that causes material damage to the Company’s property or business, (iii) repeated absences from work such that the Executive is unable to perform his employment or other duties in all material respects, other than due to Disability or a condition that with the termination passage of employment time would become a Disability, (iv) admission or conviction of, or plea of nolo contendere to, any crime that, in the reasonable judgment of the Executive shall have Board, adversely affects the same meaning ascribed Company’s reputation or the Executive’s ability to such term carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any employment internal investigation or severance agreement then in effect between administrative, regulatory or judicial proceeding, after notice thereof from the Board to the Executive and a reasonable opportunity for the Executive to cure such non-cooperation or, (vi) act or omission in violation or disregard of the Company’s policies, including but not limited to the harassment and discrimination policies and Standards of Conduct of the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean in such a manner as to cause significant loss, damage or injury to the termination property, reputation or employees of the Company. In addition, the Executive’s employment only because shall be deemed to have terminated for Cause if, after the Executive’s employment has terminated, facts and circumstances are discovered that would have justified a termination for Cause. For purposes of this Agreement, no act or failure to act on the Executive’s part shall be considered “willful” unless it is done, or omitted to be done, by him in bad faith or without reasonable belief that his action or omission was in the best interests of the Company. Any act or failure to act based upon authority given pursuant to a resolution duly adopted by the Board determines that one or more based upon the advice of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured counsel for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due shall be conclusively presumed to death be done, or permanent disability) after demand for performance is delivered by the Boardomitted to be done, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to in the business best interests of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a of material breach by such Executive insubordination on the part of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachExecutive; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered engaging by the BoardExecutive in misconduct, in writingincluding but not limited to, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction any type of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive sexual harassment which is materially injurious to the financial condition or business reputation of, or is otherwise materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates affiliates, monetarily or otherwise; (for the avoidance iii) any conviction of, or plea of doubtguilty or nolo contendere to, the term “affiliate” as used in this Agreement shall not be construed Executive with respect to include any other portfolio companies of Vestar a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiaries)divisions, including, without limitation, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a breach misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s confidentiality obligation breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company or for a material breach by the Executive’s engagement in any Prohibited Activity during Executive of his employment obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company, which remains uncured for 30 's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive specifying in reasonable detail shall then be entitled to a hearing before the nature Board. Such hearing shall be held within 25 days of such misconductnotice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

Cause. The term Company shall have “Cause” used in connection with to terminate the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive Term and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: hereunder upon: (i) the Executive’s failure to perform substantially his duties as an employee of the Company (other than any act such failure resulting from the Executive’s incapacity due to physical or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement mental illness), which remains uncured for 20 is not cured within 15 days after a written notice demand for performance is given to such the Executive by the Board specifying in reasonable detail the nature manner in which the Executive has failed to perform substantially his duties as an employee of such breach; the Company; (ii) the willful refusal and continued Executive’s failure of such Executive to substantially perform the material duties (includingcarry out, without limitationor comply with, full cooperation in any audit or investigation involving material respect any lawful and reasonable directive of the Company and/or its subsidiaries) reasonably required Board consistent with the terms of him (except termination due to death or permanent disability) after demand for performance this Agreement that, if capable of cure, is delivered not cured by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 15 days after written notice given to the Executive describing such demand is made; failure in reasonable detail; (iii) conviction the Executive’s conviction, plea of such Executive no contest, plea of nolo contendere, or imposition of unadjudicated probation for any willful and material felony or, to the extent involving fraud, dishonesty, theft, embezzlement or moral turpitude, any other crime; (iv) the Executive’s violation of any federal or state law or regulation directly related a material regulatory requirement relating to the business of the Company or any of and its subsidiariessubsidiaries that, material violation of any policies in the good faith judgment of the Company and/or its subsidiariesBoard, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition Company in any material respect; (v) the Executive’s unlawful use (including being under the influence) or business reputation ofpossession of illegal drugs on the Company’s premises or while performing the Executive’s duties and responsibilities under this Agreement; (vi) the Executive’s breach of this Agreement in any material respect that, if capable of cure, is not cured by the Executive within 15 days after written notice given to the Executive describing such breach in reasonable detail; or (vii) the Executive’s commission of an act of fraud, embezzlement, misappropriation, willful misconduct, gross negligence or is otherwise materially injurious breach of fiduciary duty with respect to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.affiliates;

Cause. The term “Cause” used in connection with the termination occurrence of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: following: (ia) any act or omission that constitutes a material breach The willful failure by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform his duties hereunder (other than a failure attributable to an event constituting Good Reason or resulting from the material duties (includingExecutive’s incapacity because of death or disability), without limitation, full cooperation in any audit or investigation involving after notice from the Company and/or its subsidiaries) reasonably required of him (except termination due or an Affiliate, and a failure to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that cure such Executive has not performed his material obligations and such Executive fails to perform as required violation within 20 days after such demand is made; of said notice; (iiib) conviction of such The willful engaging by the Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful in misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any an Affiliate; (c) Dishonesty, insubordination or gross negligence of its subsidiaries or affiliates (for the avoidance of doubt, Executive in the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach performance of the Executive’s confidentiality obligation duties; (d) The Executive’s breach of fiduciary duty involving personal profit; (e) Conduct on the part of the Executive which brings public discredit to the Company or an Affiliate and, if the effect may be cured, a failure to cure within 20 days of the date notice of such conduct is delivered to the Executive; (f) The Executive’s engagement conviction of or plea of guilty or nolo contendere to a felony (including conviction of or plea of guilty or nolo contendere to a misdemeanor that was originally charged as a felony but was reduced to a misdemeanor as a result of a plea bargain), crime of falsehood or a crime involving moral turpitude, or the actual incarceration of the Executive for a period of 20 consecutive days or more; (g) The Executive’s theft or abuse of the Company’s or an Affiliate’s property or the property of the Company’s or an Affiliate’s customers, employees, contractors, vendors or business associates; (h) The direction or recommendation of a state or federal bank regulatory authority to remove the Executive from his position(s) with the Company or an Affiliate; (i) The Executive’s willful failure to follow the good faith lawful instructions of the Board (or the board of directors of an Affiliate) with regard to its operations, after written notice and, if the event may be cured, a failure to cure such violation within 20 days of the date said notice is delivered to the Executive; (j) Material breach of any contract or agreement that the Executive entered with the Company or an Affiliate, including breach of any of the obligations described in Article 4 and, if the breach may be cured, a failure to cure such breach within 20 days of the date notice of such breach is delivered to the Executive; (k) Unauthorized disclosure of the trade secrets or Confidential Information of the Company or an Affiliate, or any Prohibited Activity of their trade partners or vendors; and (l) Any intentional cooperation with any party attempting to effect a Change of Control unless (i) the Board has approved or ratified that action before the Change of Control or (ii) that cooperation is required by law. However, Cause will not arise solely because the Executive is absent from active employment during his employment periods of vacation, consistent with the Company’s or an Affiliate’s applicable vacation policy or other period of absence initiated by the Executive and approved by the Company or such Affiliate. Also, which remains uncured for 30 days if, after written notice the Executive Terminates employment, the Company learns that the Executive has actively concealed conduct or an event that, if discovered before employment Terminated, would have constituted “Cause,” the Company may recover any and all amounts paid to such the Executive specifying (or to his or her Beneficiaries) under this Agreement in reasonable detail excess of the nature of such misconductAccrued Obligations.

Cause. The For purposes of this Agreement, the term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmeans: (i) the Executive’s “Disability” (as hereinafter defined); (ii) an action or failure to act by the Executive constituting fraud, misappropriation or damage to the property or business of the Corporation; (iii) conduct by Executive that amounts to fraud, personal dishonesty or breach of fiduciary duty; (iv) Executive’s conviction (from which no appeal may be, or is, timely taken) of a felony or willful violation of any act law, rule or omission that constitutes a material regulation (other than traffic violations or similar offenses); (v) the Executive’s breach by such Executive of any of his obligations hereunder; (vi) the unauthorized use, misappropriation or disclosure by the Executive of any Confidential Information (as hereinafter defined) of the Corporation or of any confidential information of any other party to whom the Executive owes an obligation of nondisclosure as a result of his relationship with the Corporation; (vii) the willful violation of any final cease and desist or consent order; (viii) a knowing violation by Executive of federal and state banking laws or regulations which is likely to have a material obligations under this Agreement or any employment agreement which remains uncured for 20 days adverse effect on the Corporation, as determined by the Board; (ix) the determination by the Board, in the exercise of its reasonable judgment and in good faith, that Executive’s job performance is substantially unsatisfactory and that he has failed to cure such performance within a reasonable period (but in no event more than thirty (30) days) after written notice to such Executive specifying in reasonable detail the nature of such breachthe unsatisfactory performance; (iix) Executive’s material breach of any of the Corporation’s written policies; or (xi) the willful refusal and issuance of any order by the Maryland Commissioner of Financial Regulation, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System, or any other supervisory agency with jurisdiction over the Corporation permanently prohibiting the continued service of the Executive with the Corporation. No act or failure to act on the part of such the Executive shall be considered “willful” unless it is done, or omitted to substantially perform be done, by the material duties (including, Executive in bad faith or without limitation, full cooperation reasonable belief that the Executive’s action or omission was in any audit the best interests of the Corporation. Any act or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due failure to death or permanent disability) after demand for performance act that is delivered based upon authority given pursuant to a resolution duly adopted by the Board, in writingor upon the advice of legal counsel for the Corporation, specifically identifying shall be conclusively presumed to be done, or omitted to be done, by the manner in which the Board Executive in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to in the business best interest of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCorporation.

Cause. The term Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean that the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any pleads “guilty” or “no contest” to or is convicted of an act or omission that constitutes which is defined as a material breach by such Executive of any of his material obligations felony under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the business of Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudhas plans to operate; or (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any other willful misconduct by such Executive which conduct that is materially injurious reasonably likely to cause harm to the financial condition reputation of the Company; (viii) makes a material disclosure as defined by Section 10(a)or (ix) materially breaches any term of this Agreement. In the event any of the occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate his employment, such notice; (i) to state in detail the particular act or business reputation ofacts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within sixty (60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, or the Executive shall have thirty (30) days after the date that the notice is otherwise materially injurious given in which to cure such conduct, to the Company or any of its subsidiaries or affiliates (for extent such cure is possible. For the avoidance of doubt, any of the term “affiliate” as used occurrences constituting Cause set forth in this Agreement shall clauses (i), (ii) and (v) above cannot be construed cured. No act or failure to include any other portfolio companies of Vestar other than act on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Company or its subsidiaries), including, without limitation, a breach best interests of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term “Cause” used in connection with This Agreement may be terminated for cause at KTPA's option, at any time upon delivery of written notice to the termination Physician. Cause shall mean, for purposes of employment of this Agreement, the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredPhysician's: (i) any act or omission that constitutes a material breach by such Executive of any material provision of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachAgreement; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties an ethical (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered as defined by the BoardAMA Code of Conduct) duty directed by KTPA's Board of Directors or a supervising officer, in writingan executive of KTPA or any authorized delegatee, specifically identifying which is reasonably within the manner in which scope of the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madePhysician's duties; (iii) conviction misappropriation of such Executive assets or business opportunities of any willful and material violation of any federal or state law or regulation directly related to the business of the Company KTPA or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, Affiliates for personal or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudnon-KTPA use; or (iv) commission of any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation ofmisdemeanor involving moral turpitude and any felony; (v) commission of fraud, embezzlement, or is otherwise breach of trust; (vi) revocation or suspension of Physician's license to practice medicine under the laws of the State of Texas for a time period greater than thirty days; (vii) failure or inability to competently and adequately perform his or her duties under this Agreement, as determined by KTPA's Board of Directors, exercisable in its sole discretion; (viii) breach of his or her obligations contained in Section 11(a) of this Agreement; (ix) loss, suspension, revocation or substantial curtailment of Physician's appointment to and/or privileges on the medical staff at any health care facility where Physician provides services under this Agreement (a "Health Care Facility"); (x) commission of a material act of professional misconduct; (xi) commission of acts that in any way materially injurious to jeopardize or damage the Company professional integrity, reputation or relationships of KTPA or any of its subsidiaries Affiliates; (xii) this section not used; (xiii) negligence, misfeasance or affiliates malfeasance in connection with performing or discharging Physician's obligations under this Agreement; or (xiv) being a primary basis for KTPA's or an Affiliate's inability to obtain adequate professional liability coverage in accordance with Section 3(e) of this Agreement. Prior to KTPA's termination of this Agreement for cause under Sections 10(c)(i) (except as provided below), 10(c)(vi) or 10(c)(vii), KTPA shall first have provided Physician with at least thirty (30) days prior written notice and Physician shall have not, within that thirty (30) days, remedied the avoidance basis of doubtthat termination to KTPA's reasonable satisfaction. No right of cure shall exist for KTPA's termination of this Agreement for cause under Sections 10(c)(ii), (iii), (iv), (v), (viii), (ix), (x), (xi), or (xiii). This Agreement may be terminated for cause at the Physician's option, for KTPA's failure to substantially perform its obligations to the Physician under this Agreement after KTPA has received at least thirty (30) days prior written notice of that substantial failure and KTPA has failed within that thirty (30) day period to remedy the substantial failure to the Physician's reasonable satisfaction. Neither KTPA nor its Affiliates shall have any further obligation under this Agreement to make any payments to, or bestow any benefits on, the term “affiliate” as used in Physician from and after the date of termination of the Agreement under this Agreement shall not be construed to include any other portfolio companies of Vestar provision, other than the Company or its subsidiariesas provided in Section 10(d), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Termination for “Cause” used in connection with the shall mean termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (ia) any act or omission that constitutes a material breach by such the Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachAgreement; (iib) the continued willful failure or refusal and continued failure of such the Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by as an employee of the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeCompany; (iiic) conviction of such Executive of any willful and material violation by the Executive of any federal Federal or state law or regulation directly related applicable to the business of the Company Company, Parent or any of its subsidiaries, material violation of any policies of the Company and/or its their respective subsidiaries, or indictment or the Executive’s conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration by the Executive of a common law fraudfraud that is materially injurious to the Company; or (ivd) any other willful misconduct by such the Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to, the Company, the Parent or any of their respective subsidiaries or affiliates; provided, however , that (x) the good faith performance by the Executive of the duties required of him pursuant to this Agreement, (y) any act or omission of the Executive based upon authority given by or pursuant to an action of the Board or upon the advice of counsel for the Company or (z) any disagreement with respect to the advisability, timing or implementation of its subsidiaries the sale of any capital stock or affiliates (for the avoidance assets of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries)Parent, including, without limitation, shall be conclusively presumed not to be willful or to constitute a breach failure or refusal on the part of the Executive (it being understood that clause (z) above is not intended to be exclusive with respect to the extent to which disagreements in policy will be presumed not to be willful or to constitute a failure or refusal on the part of the Executive’s confidentiality obligation ); provided further, however, that if any such Cause relates to the Company or the Executive’s engagement in any Prohibited Activity during his obligations under this Agreement, the Company shall not terminate the Executive’s employment with hereunder unless the Company, which remains uncured for 30 days after Company first gives the Executive written notice of its intention to terminate and of the grounds for such termination, and the Executive specifying has not, within 20 business days following receipt of the notice, cured such Cause, to the reasonable satisfaction of the Board, or in the event such Cause is not susceptible to cure within such 20-business day period, the Executive has not taken all reasonable detail steps within such 20-business day period to cure such Cause, to the nature reasonable satisfaction of such misconductthe Board, as promptly as practicable thereafter. For purposes of this Section 5.5, no act, or failure to act, on the Executive’s part shall be deemed “willful” unless committed, or omitted, by the Executive in bad faith.

Cause. The term Upon written notice from the Bank to Executive for “Causecause.” used For purposes of this Agreement, “cause” shall be (i) a willful and continued failure by Executive to perform his duties as provided in connection Section 1 above (other than due to disability); or (ii) a breach by Executive of his duties of loyalty, care or good faith to the Bank or the Company; or (iii) a willful violation by Executive of any provision of this Agreement; or (iv) a conviction or the entering of a plea of nolo contendere or similar plea by Executive for any felony or any crime involving fraud, dishonesty or a breach of trust; or (v) a breach of the Bank’s Code of Ethics or other policies, or (vi) commission by Executive of a willful or negligent act which causes material harm to the Bank or the Company; or (vii) habitual absenteeism, alcoholism or other form of drug or other addiction; or (viii) any violation of laws or regulations such that Executive ceases to be eligible to serve as an executive officer of a depository institution or a depository institution holding company; or (ix) Executive becomes ineligible to be bonded at costs consistent with the Bank’s and/or the Company’s other senior officers; or (x) a claim is made against Executive that interferes with the performance of his duties hereunder. In addition, if Executive shall terminate his employment for a breach or an alleged breach of this Agreement by the Bank and/or the Company in accordance with Section 4(e), and it is ultimately determined that no reasonable basis existed for Executive’s termination of employment on account of the Executive alleged default of the Bank and/or the Company, such event shall have the same meaning ascribed be deemed to such term in any employment or severance agreement then in effect between Executive and the Company or one be for “cause” pursuant hereto. Any notice of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because with the Board determines that one or more of Bank for cause shall set forth, in reasonable detail, the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any facts and circumstances claimed to provide the basis for termination of his material obligations employment under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachprovisions contained herein; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.or

Cause. The term “Company may, in its sole and absolute discretion, terminate the employment of Employee hereunder immediately upon after delivery of written notice to Employee, or at such later time as the Company may specify in such notice, for "Cause” ." As used in connection with this Agreement "Cause" includes, but is not limited to, the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredfollowing: (i1) any act or omission that constitutes a Employee's willful and material breach by such Executive of this Agreement; (2) Employee's gross negligence in the performance, or intentional nonperformance, (continuing for ten (10) days after receipt of written notice of need to cure) of any of his Employee's material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachduties and responsibilities hereunder; (ii3) the Employee's willful refusal and continued failure of such Executive to substantially perform the material duties (includingdishonesty or fraud, without limitation, full cooperation in any audit whether or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related with respect to the business or affairs of the Company, which affects the operations, property or reputation of the Company; (4) Employee's conviction of a felony crime; (5) chronic alcohol or illegal drug abuse by Employee; (6) Employee's willful injury to any independent contractor, employee or agent of the Company, or to any other person in the course of Employee's performance of services for the Company; or (7) If Employee sexually harasses any employee, agent or contractor of the Company or commits any of its subsidiariesact which otherwise creates an offensive work environment for employees, material violation of any policies agents or contractors of the Company. The Company and/or its subsidiariesshall not be limited to termination as a remedy for any damaging, injurious, improper or illegal act by Employee, but may also seek damages, injunction, or indictment such other remedy as the Company may deem appropriate under the circumstances. If Employee's employment is terminated for Cause, Employee agrees to vacate the Company's offices on or conviction before the effective date of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious the termination and to the financial condition or business reputation of, or is otherwise materially injurious return and deliver to the Company or at such time all Company property. In the event of a termination for Cause, as enumerated above, Employee shall have no right to any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductseverance compensation.

Cause. The term For purposes of this Agreement, “Cause” used will mean: (i) Executive’s willful and continued failure to perform the duties and responsibilities of his position (other than as a result of Executive’s illness or injury) after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with a reasonable period (as determined in the sole discretion of the Board, but not to exceed twenty (20) days) to take corrective action; (ii) Any material act of personal dishonesty taken by Executive in connection with the termination of employment his responsibilities as an employee of the Company with the intention that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (iv) A willful breach of any fiduciary duty owed to the Company by Executive shall have that has a material detrimental effect on the same meaning ascribed to such term Company’s reputation or business; (v) Executive being found liable in any employment Securities and Exchange Commission or severance agreement then other civil or criminal securities law action (regardless of whether or not Executive admits or denies liability), which the Board determines, in its reasonable discretion, will have a material detrimental effect between on the Company’s reputation or business; (vi) Executive entering any cease and desist order with respect to any action which would bar Executive from service as an executive officer or member of a board of directors of any publicly-traded company (regardless of whether or not Executive admits or denies liability); (vii) Executive (A) obstructing or impeding; (B) endeavoring to obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in connection with an Investigation will not constitute “Cause”; or (viii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement, if (A) the disqualification or bar continues for more than thirty (30) days, and (B) during that period the Company uses its commercially reasonable efforts to cause the disqualification or one of its subsidiaries orbar to be lifted. While any disqualification or bar continues during Executive’s employment, Executive will serve in the capacity contemplated by this Agreement to whatever extent legally permissible and, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because is not permissible, Executive will be placed on administrative leave (which will be paid to the extent legally permissible). Other than for a termination pursuant to Section 6(a)(iii), Executive shall receive notice and an opportunity to be heard before the Board determines that one or more of with Executive’s own attorney before any termination for Cause is deemed effective. Notwithstanding anything to the following events have occurred: contrary, the Board may immediately place Executive on administrative leave (iwith full pay and benefits to the extent legally permissible) any act or omission that constitutes a material breach by such and suspend all access to Company information, employees and business should Executive of any wish to avail himself of his material obligations under this Agreement or any employment agreement which remains uncured opportunity to be heard before the Board prior to the Board’s termination for 20 days after written notice Cause. If Executive avails himself of his opportunity to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by be heard before the Board, in writing, specifically identifying the manner in which and then fails to make himself available to the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 five (5) business days after such demand is made; (iii) conviction of such Executive of any willful request to be heard, the Board may thereafter cancel the administrative leave and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such terminate Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term For purposes of this Agreement, “Cause” used will mean: (i) Executive’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to Executive a written demand for performance from the Board which describes the basis for the Board’s belief that Executive has not substantially performed his duties and provides Executive with thirty (30) days to take corrective action; (ii) Any act of personal dishonesty taken by Executive in connection with the termination of employment his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of Executive; (iii) Executive’s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (iv) A breach of any fiduciary duty owed to the Company by Executive shall have that has a material detrimental effect on the same meaning ascribed Company’s reputation or business; (v) Executive being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such term action (regardless of whether or not Executive admits or denies liability); (vi) Executive (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “Investigation”). However, Executive’s failure to waive attorney-client privilege relating to communications with Executive’s own attorney in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of connection with an Investigation will not constitute “Cause” or (vii) Executive’s disqualification or bar by any governmental or self-regulatory authority from serving in the capacity contemplated by this Agreement or Executive’s loss of any governmental or self-regulatory license that is then reasonably necessary for Executive to perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during Executive’s employment, Executive will serve in effectthe capacity contemplated by this Agreement to whatever extent legally permissible and, shall mean the termination of if Executive’s employment only because the Board determines that one or more of the following events have occurred: is not permissible, Executive will be placed on leave (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related will be paid to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiariesextent legally permissible), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean that the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any pleads “guilty” or “no contest” to or is convicted of an act or omission that constitutes which is defined as a material breach by such Executive of any of his material obligations felony under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out her duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the business of Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudhas plans to operate; or (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of her duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any other willful misconduct by such Executive which conduct that is materially injurious reasonably likely to cause harm to the financial condition reputation of the Company; (viii) makes a material disclosure as defined by Section 10(a)or (ix) materially breaches any term of this Agreement. In the event any of the occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate her employment, such notice; (i) to state in detail the particular act or business reputation ofacts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (ii) to be given within sixty (60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, or the Executive shall have thirty (30) days after the date that the notice is otherwise materially injurious given in which to cure such conduct, to the Company or any of its subsidiaries or affiliates (for extent such cure is possible. For the avoidance of doubt, any of the term “affiliate” as used occurrences constituting Cause set forth in this Agreement shall clauses (i), (ii) and (v) above cannot be construed cured. No act or failure to include any other portfolio companies of Vestar other than act on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in good faith and without reasonable belief that her action or omission was in the Company or its subsidiaries), including, without limitation, a breach best interests of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company may terminate Executive’s employment for “Cause,” effective as of the date of the Notice of Termination (as defined in Section 7 below). “Cause” used in connection shall mean, for purposes of this Agreement: (a) Executive’s act of fraud, dishonesty, misappropriation, or embezzlement with respect to the termination Company; (b) Executive’s conviction of, or plea of employment guilty or no contest to, any felony; (c) Executive’s violation of the Executive shall have the same meaning ascribed to such term in any employment Company’s drug policy or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of anti-harassment policy; (d) Executive’s employment only because admission of liability of, or finding by a court or the Board determines that one US Securities and Exchange Commission (or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive similar agency of any applicable state) of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail liability for, the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business “Securities Laws” (as hereinafter defined) (excluding any technical violations of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive Securities Laws which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubtare not criminal in nature). As used herein, the term “affiliateSecurities Laws” means any Federal or state law, rule or regulation governing the issuance or exchange of securities, including without limitation the Securities Act of 1933, the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder; (e) Executive’s failure after reasonable prior written notice from the Company to comply with any valid and legal directive of the Board that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company or Executive’s willful gross negligence in performance, or willful non-performance, of any of Executive’s duties and responsibilities with respect to the Company that is not remedied within thirty (30) days of Executive being provided written notice thereof from the Company; or (f) other than as used provided in this Agreement clauses (a) through (e) above, Executive’s material breach of any material provision of the employment agreement that is not remedied within thirty (30) days of Executive being provided written notice thereof. Executive shall not have acted, and shall not be construed deemed for purposes of this Agreement to include any other portfolio companies of Vestar other than have acted, in a “willful” manner if Executive acted, or failed to act, in a manner that he believed in good faith to be in, or not opposed to, the Company or its subsidiaries), including, without limitation, a breach best interests of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of ExecutiveEmployee’s employment only because the Board determines that one or more of the following events have occurred: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any act lawful directive of the CEO or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachBoard; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the willful refusal and continued failure Company; (iv) breach of such Executive to substantially perform the material duties (any term of this Agreement, including, without limitation, full cooperation in by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any audit agreement governing any of the long-term incentive compensation or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due equity compensation awards granted to death or permanent disability) after demand for performance is delivered Employee by the BoardCompany, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in writing, specifically identifying bad faith to the manner in which detriment of the Board Company; (vi) willful failure to cooperate in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal with a governmental or state law or regulation directly related to the business internal investigation of the Company or any of its subsidiariesdirectors, material violation of any policies of managers, officers or employees, if the Company and/or its subsidiaries, requests his cooperation; (vii) failure to follow the Company’s code of conduct or indictment or ethics policy; and (viii) conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is otherwise materially injurious possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the Company or any of its subsidiaries or affiliates (termination for the avoidance of doubtCause, the term “affiliate” as used in this Agreement shall not be construed deemed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation have been terminated for Cause retroactively to the Company or date the Executive’s engagement in any Prohibited Activity during his employment with events giving rise to Cause occurred, provided that the Company, which remains uncured ’s ability to deem an Employee’s employment under this sentence to be terminated for 30 days after written notice to such Executive specifying Cause shall lapse upon a Change of Control (as defined in reasonable detail the nature of such misconductCompany’s 2016 Omnibus Incentive Compensation Plan).

Cause. Company may, at its option, terminate Executive's employment for "CAUSE" as set forth in a Notice of Termination to Executive specifying the reasons for termination. The term “Notice of Termination shall specify the Date of Termination, which date may be the date of such Notice of Termination. For purposes of this Agreement, "Cause” used " shall mean (i) Executive's conviction of, guilty or no contest plea to, or confession of guilt of, any felony or any other crime involving moral turpitude; (ii) an act or omission by Executive in connection with his employment that constitutes fraud, criminal misconduct, breach of fiduciary duty, dishonesty, gross negligence, malfeasance, willful misconduct or other conduct that is materially harmful or detrimental to Company; (iii) excessive use of alcohol or illegal drugs so as to interfere with the termination performance of employment Executive's obligations under this Agreement; (iv) a breach by Executive of this Agreement which breach or failure the Executive shall have the same meaning ascribed fail to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: remedy within thirty (i30) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive demand from the Company specifying in reasonable detail the nature of such breachbreach or failure; (iiv) the willful refusal and continued a continuing failure of such by Executive to substantially perform the material such duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due as are assigned to death or permanent disability) after demand for performance is delivered Executive by the Board, in writing, specifically identifying the manner in which CEO or the Board in good faith determines that accordance with this Agreement, other than a failure resulting from a Disability, after receipt from the Company of written notice of such Executive has not performed his material obligations and continuing failure and, to the extent such Executive fails failure is curable, a thirty (30) day period to perform as required within 20 days after cure such demand is madefailure; (iiivi) conviction Executive's knowingly taking any action on behalf of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies affiliates without appropriate authority to take such action (the approval of the CEO shall be deemed to be appropriate authority), after receipt from the Company and/or its subsidiaries, or indictment or conviction of written notice of such Executive for a felonyaction and, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation ofextent the damage resulting from such action is curable, or is otherwise materially injurious a thirty (30) day period to the cure such damage; (vii) Executive's knowingly taking any action in conflict of interest with Company or any of its subsidiaries affiliates given Executive's position with Company; and/or (viii) the commission of an act of personal dishonesty by Executive in connection with Company that involves personal profit to him or affiliates (his family members. Amounts payable to Executive upon termination for the avoidance of doubt, the term “affiliate” as used Cause are set forth in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductSection 3.3.1 below.

Cause. The term Employee’s employment may be terminated at any time by the Company for Cause (as defined below) or Without Cause (as defined below). For purposes of this Agreement, “Cause” used shall mean: (i) a breach by the Employee of any provision of this Agreement which, if curable, is not cured within ten (10) days after the Employee’s receipt of written notice of such breach from the Company; (ii) any conduct, action or behavior by the Employee, whether or not in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of ExecutiveEmployee’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries)hereunder, including, without limitation, the commission of any felony or a breach lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be expected to have a material adverse effect on the reputation or business of Holdings or the Company, its subsidiaries or any of their respective affiliates (collectively, the “Company Group”) or which results in gain or personal enrichment of the Executive’s confidentiality obligation Employee to the detriment of the Company Group; (iii) a governmental authority, including, without limitation, the Environmental Protection Agency and the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company or the Executive’s engagement business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or malfeasance, or any willful violation of law, in any Prohibited Activity during his employment each case, in connection with the CompanyEmployee’s performance of his duties with the Company Group or with respect to any member of the Company Group; (v) performance of the Employee’s duties in an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (vi) breach of the Employee’s duty of loyalty to the Company Group; (vii) chronic absenteeism; or (viii) substance abuse, which remains uncured illegal drug use or habitual insobriety. “Without Cause” shall mean a termination by the Company of the Employee’s employment during the Employment Period for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductany reason or under any circumstances other than a termination based upon Cause, death or Disability.

Cause. The term “Company may terminate Executive’s employment hereunder for Cause” used , in connection with which event the termination date of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because shall be the Date of Termination. For purposes of this Agreement, “Cause” shall mean (i) Executive’s material breach of this Agreement, (ii) Executive’s gross negligence in the performance or non-performance of any of Executive’s material duties or responsibilities hereunder, (iii) the refusal of Executive to implement or adhere to policies or directives of the Board determines that one Chief Executive Officer of Mutual Capital Holdings, Inc., (iv) Executive’s dishonesty, fraud or more willful misconduct with respect to, or disparagement of, the business or affairs of the following events Company, (v) conduct of a criminal nature or involving Moral Turpitude (as defined below) under the provisions of any federal, state or local laws or ordinance or transgression which may have occurredan adverse impact on the Company’s reputation and standing in the community (as determined by the Company in good faith and fair dealing), and/or (vi) Executive’s absence from work for five (5) consecutive days for any reason other than vacation, approved leave of absence (such approval not to be unreasonably withheld) or disability or illness pursuant to Company policy or law. For purposes of this Agreement, “Moral Turpitude” shall include the following: (i) any that element of personal misconduct in the private and social duties which a person owes to his fellow human beings or to society in general, which characterizes the act done as an act of baseness, vileness or omission that constitutes a material breach by such Executive depravity, and contrary to the accepted and customary rule of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachright and duty between two human beings; (ii) the willful refusal and continued failure of such Executive conduct done knowingly contrary to substantially perform the material duties (includingjustice, without limitation, full cooperation in any audit honesty or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death good morals; or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction intentional, knowing or reckless conduct causing bodily injury to another or intentional, knowing or reckless conduct which, by physical menace, puts another in fear of such imminent serious bodily injury. No act or failure to act by Executive of any willful and material violation of any federal or state law or regulation directly related to the business of shall be considered for Cause unless the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after has given detailed written notice thereof to such Executive specifying in reasonable detail and, where remedial action is feasible, Executive has failed to remedy the nature of such misconductact or omission within sixty (60) days following written notice.”

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of ExecutiveEmployee’s employment only because the Board determines that one or more of the following events have occurred: (i) gross negligence or willful failure to perform his duties hereunder or willful refusal to follow any act or omission that constitutes a material breach by such Executive lawful directive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachCompany; (ii) abuse of or dependency on alcohol or drugs (illicit or otherwise) that adversely affects Employee’s performance of duties hereunder; (iii) commission of any fraud, embezzlement, theft or dishonesty, or any deliberate misappropriation of money or other assets of the willful refusal and continued failure Company; (iv) breach of such Executive to substantially perform the material duties (any term of this Agreement, including, without limitation, full cooperation in by virtue of failing to provide at least 30 days’ advanced written notice of resignation as required by Section 5(f), or any audit agreement governing any of the long-term incentive compensation or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due equity compensation awards granted to death or permanent disability) after demand for performance is delivered Employee by the BoardCompany, its affiliates or any of their respective predecessors (the “Equity Compensation”), or breach of his fiduciary duties to the Company; (v) any willful act, or failure to act, in writing, specifically identifying bad faith to the manner in which detriment of the Board Company; (vi) willful failure to cooperate in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal with a governmental or state law or regulation directly related to the business internal investigation of the Company or any of its subsidiariesdirectors, material violation of any policies of managers, officers or employees, if the Company and/or its subsidiaries, requests his cooperation; (vii) failure to follow the Company’s code of conduct or indictment or ethics policy; and (viii) conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or plea of nolo contendere to, a felony or any serious crime; provided that, the Company will provide Employee with written notice describing the facts and circumstances that the Company believes constitutes Cause and, in cases where cure is otherwise materially injurious possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Reporting Person that Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 5(c), Employee’s employment shall, at the election of the Reporting Person at any time up to two years after Employee’s termination of employment but in no event more than six months after the Reporting Person learns of the facts or events that could give rise to the Company or any of its subsidiaries or affiliates (termination for the avoidance of doubtCause, the term “affiliate” as used in this Agreement shall not be construed deemed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation have been terminated for Cause retroactively to the Company or date the Executive’s engagement in any Prohibited Activity during his employment with events giving rise to Cause occurred, provided that the Company, which remains uncured ’s ability to deem an Employee’s employment under this sentence to be terminated for 30 days after written notice to such Executive specifying Cause shall lapse upon a Change of Control (as defined in reasonable detail the nature of such misconductCompany’s 2016 Omnibus Incentive Compensation Plan).

Cause. The term PNC Bank may terminate your employment with or without Cause by written notice to you. For purposes of this Agreement, “Cause” used shall mean, in connection with the termination good faith determination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orPNC Bank, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act your gross negligence or omission that constitutes a material breach by such Executive willful misconduct in the course of any of his material obligations under this Agreement or any your employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachhereunder; (ii) the willful refusal and continued failure your commission of such Executive to substantially perform the material duties (includingfraud against PNC Bank or its affiliates or its customers, without limitationclients or employees, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive your commission of any willful and theft or misappropriation of assets or business opportunities of PNC Bank or its affiliates, (iv) any breach of your fiduciary duty owed to PNC Bank or its affiliates, (v) your commission of any felony or act of moral turpitude, in either case, which could reasonably be expected to have a material adverse effect on PNC Bank or its affiliates; (vi) a material violation by you of the Parent’s Code of Business Conduct and Ethics or its Employee Conduct Policies, unless not reasonably applicable to you as an employee; (vii) a material breach of your obligations contained in this Agreement, including your intentional failure or refusal to perform your duties hereunder; or (viii) the entry of any federal or state law or regulation directly related order against you by any government body having regulatory authority with respect to the business of PNC Bank or its affiliates for a violation by you of any rule or regulation governing the Company business of PNC Bank or any its affiliates; provided, however, that prior to being given written notice of your termination hereunder for Cause under (vi) or (vii) hereof, if curable, you shall be given thirty days’ advance notice that PNC Bank or its subsidiaries, material affiliates believe you are in violation of any policies of the Company such provision(s), during which time you may seek to cure your acts and/or its subsidiariesomissions and, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition extent such actions or business reputation ofomissions are cured within such period, such acts or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement omissions shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductconstitute Cause.

Cause. The term Wherever reference is made in this Agreement to termination being with or without Cause, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act the Executive repeatedly refuses or omission that constitutes a material breach by such Executive of fails to perform any of his material obligations under this Agreement the Executive’s duties and responsibilities as determined from time to time by the Company, including, without limitation: (a) the Executive’s persistent neglect of duty or any employment agreement chronic unapproved absenteeism (other than for a temporary or permanent disability) which remains uncured for 20 days after to the reasonable satisfaction of the Company following thirty (30) days’ written notice to such Executive specifying in reasonable detail from the nature Company of such breachalleged fault; and (b) the Executive’s refusal to comply with any lawful directive or policy of the Company which refusal is not cured by the Executive within thirty (30) days of such written notice from the Company; provided, that the Company shall not be required to give the Executive more than two cure periods with respect to this clause (i); (ii) the Executive acts (including a failure to act) in a manner which constitutes gross and willful refusal and continued failure misconduct or gross negligence in the performance of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeExecutive’s duties; (iii) conviction the Executive commits a material act of such Executive of any willful and material violation of any federal fraud, personal dishonesty or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious misappropriation relating to the Company or any its affiliates; (iv) the Executive commits a material act of its subsidiaries dishonesty, embezzlement, unauthorized use or affiliates disclosure of Confidential Information or other intellectual property or trade secrets, common law fraud or other fraud with respect thereto; (for v) a breach by the avoidance Executive of doubt, the term “affiliate” as used in a material provision of this Agreement shall not be construed to include or any other portfolio companies written agreement with the Company; (vi) the Executive’s indictment for or conviction (or the entry of Vestar other than a plea of a nolo contendere or equivalent plea) in a court of competent jurisdiction of a felony or any misdemeanor involving material dishonesty or moral turpitude; or (vii) the Company Executive’s habitual or its subsidiaries)repeated misuse of, including, without limitation, a breach or habitual or repeated performance of the Executive’s confidentiality obligation to duties under the Company influence of, alcohol or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductcontrolled substances.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: means (i) any act or omission that constitutes a material breach willful failure by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform Executive’s duties as an employee, other than a failure resulting from the material duties (including, without limitation, full cooperation in any audit Executive’s complete or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination partial incapacity due to death physical or permanent disabilitymental illness or impairment, (ii) after demand for performance is delivered a willful act by the BoardExecutive that constitutes misconduct, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction circumstances where Executive intentionally or negligently imparts material confidential information relating to the Company or its business to competitors or to other third parties other than in the course of such carrying out Executive’s duties, (iv) a material violation by Executive of any willful and material violation of any a federal or state law or regulation directly related applicable to the business of the Company, (v) a willful violation of a material Company employment policy or the Company’s xxxxxxx xxxxxxx policy, (vi) any act or omission by Executive constituting dishonesty (other than a good faith expense account dispute) or fraud, with respect to the Company or any of its affiliates, which is injurious to the financial condition of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, affiliates or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to of the Company or any of its subsidiaries affiliates, (vii) Executive’s failure to cooperate with the Company in connection with any actions, suits, claims, disputes or affiliates grievances against the Company or any of its officers, directors, employees, stockholders, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, whether or not such cooperation would be adverse to Executive’s own interest, or (for the avoidance viii) Executive’s conviction or plea of doubt, the term “affiliate” as used in this Agreement guilty or no contest to a felony. Executive shall not be construed considered to include have committed an act included in the definition of “Cause” above if Executive fails to meet performance goals established by the Company’s Board of Directors or if Executive otherwise fails to meet the performance expectations of the Company’s Board of Directors (as opposed to any other portfolio companies act of Vestar other than misconduct described above in the definition of Cause). With respect to clauses (i), (ii), (iii),(iv), (v), (vi), and (vii), the Executive shall be given thirty (30) days to cure such misconduct after notice from the Company or its subsidiaries), including, without limitation, a breach of the specific facts of such misconduct and the specific steps necessary to cure such misconduct. Any determination of Cause shall be made by a majority of the Board of Directors after giving the Executive the opportunity to present to the Board of Directors with Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductcounsel.

Cause. The term Company may terminate the Executive’s employment for Cause. For purposes of this Agreement (except as set forth below), “Cause” used shall mean that the Company, acting in connection with good faith based upon the termination of employment of information then known to the Company, determines that the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: has (i) any act engaged in or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachcommitted willful misconduct; (ii) the willful refusal and continued failure of such Executive engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform the material his duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) for a 30-day period after written demand for substantial performance that refers to this paragraph and is delivered by the Board, in writing, Company that specifically identifying identifies the manner in which the Board Company believes the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith determines that with any Company or government investigation or provide testimony therein (other than such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madefailure resulting from the Executive’s disability); (iiiv) conviction of such Executive of engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and material violation which does in fact have the effect of any federal injuring the reputation or state law or regulation directly related to the business of the Company Company; (vii) willfully violated his fiduciary duty or any his duty of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation loyalty to the Company or the Company’s Code of Ethical Business Conduct in any material respect; (viii) used alcohol or drugs (other than drugs prescribed to the Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of his duties hereunder or which has the effect of materially injuring the reputation or business of the Company; or (ix) engaged in or committed a material breach 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 has materially breached this Agreement. For purposes of this paragraph, no act, or failure to act, on the Executive’s engagement part shall be considered willful unless done or omitted to be done, by him not in good faith or without reasonable belief that his action or omission was in the best interest of the Company. Notwithstanding anything herein to the contrary, for purposes of any Prohibited Activity during his termination of employment that occurs within the period that (i) begins with the first to occur of (1) the initial public announcement of a Specified Change of Control (as defined below), or (2) the 90th day preceding a Specified Change of Control and (ii) ends two years following such Specified Change of Control, “Cause” shall instead mean only the occurrence of either or both of the following: (A) the Executive’s conviction for committing an act of fraud, embezzlement, theft, or other act constituting a felony (other than traffic related offenses or as a result of vicarious liability); or (B) the willful engaging by the Executive in misconduct that is significantly injurious to the Company. Notwithstanding the foregoing, which remains uncured the Executive shall not be deemed to have been terminated for 30 days after written Cause without delivery to the Executive of a notice to of termination signed by the Company’s Chief Executive Officer or Chairman of the Board stating that in the good faith opinion of the officer signing such notice, the Executive specifying has engaged in reasonable detail or committed conduct of the nature of such misconductdescribed in this paragraph, and specifying the particulars thereof in detail.

Cause. The term Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a of material breach by such Executive insubordination on the part of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachExecutive; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered engaging by the BoardExecutive in misconduct, in writingincluding but not limited to, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction any type of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive sexual harassment which is materially injurious to the financial condition or business reputation of, or is otherwise materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates affiliates, monetarily or otherwise; (for the avoidance iii) any conviction of, or plea of doubtguilty or nolo contendere to, the term “affiliate” as used in this Agreement shall not be construed Executive with respect to include any other portfolio companies of Vestar a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiaries)divisions, including, without limitation, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a breach misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s confidentiality obligation breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company or for a material breach by the Executive’s engagement in any Prohibited Activity during Executive of his employment obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company, which remains uncured for 30 ’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive specifying in reasonable detail shall then be entitled to a hearing before the nature Board. Such hearing shall be held within 25 days of such misconductnotice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

Cause. The term “Company may terminate Executive's employment for "Cause” used in connection with the termination of employment ," effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by a majority of the independent members of the Board, subject to the payment by the Company to Executive of the benefits provided in Section 7(a) hereof. "Cause" shall have the same meaning ascribed to such term in any employment mean, for purposes of this agreement: (A) an act of fraud or severance agreement then in effect between Executive and embezzlement against the Company or one any affiliate thereof or an unauthorized disclosure of its subsidiaries or, if no such agreement containing a definition of “Cause” is then Confidential Information (as defined in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more Section 10 below) of the following events have occurred: Company, in each case which is willful and results in material damage to the Company; (iB) after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive), any act or omission that constitutes a material breach material, willful and knowing violation by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material fiduciary duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or of the Company's written corporate code of conduct as in effect on the date hereof, which has, or was intended to have, a material adverse impact on the Company; (C) self-dealing with respect to the Company's assets, properties or business opportunities which in any case is intended to result in the substantial personal enrichment of its subsidiaries Executive (or affiliates another person or entity related to Executive) at the expense of the Company; (for the avoidance D) conviction (or a plea of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar nolo contendere to) a felony (other than traffic-related offenses or as a result of vicarious liability); (E) willful misconduct as an employee of the Company that results in material damage to the Company or its subsidiariesreputation and continues after written notice thereof and a reasonable opportunity to cure (if such misconduct is susceptible to cure by Executive); or (F) willful failure, includingafter written notice from the Company specifying the details of such failure, without limitationto attempt to (x) perform Executive's duties in accordance with Section 2 hereof, a breach or (y) follow the legal and reasonable written directions of the Executive’s confidentiality obligation Board, which failure amounts to gross neglect in the performance of his duties to the Company. No action or inaction shall be deemed willful if not demonstrably willful and if taken or not taken by the Executive in good faith as not being adverse to the best interests of the Company. Reference in this paragraph to the Company or the Executive’s engagement in any Prohibited Activity during his employment with shall also include direct and indirect subsidiaries of the Company, which remains uncured and materiality and material adverse impact shall be measured based on the action or inaction and the impact upon the Company taken as a whole. The Company may suspend, with pay, the Executive upon Executive's indictment for 30 days after written notice to the commission of a felony as described under clause (D) above. Such suspension may remain effective until such Executive specifying in reasonable detail time as the nature indictment is either dismissed or a verdict of such misconductnot guilty has been entered.

Cause. The term “Cause” used for termination shall mean a determination by the Board of Directors in connection good faith that any of the following events has occurred: (i) indictment of the Executive of, or the conviction or entry of a plea of guilty or nolo contendere by the Executive to any felony, or any misdemeanor involving moral turpitude; (ii) the Executive engaging in conduct which constitutes a material breach of a fiduciary duty or duty of loyalty, including without limitation, misappropriation of funds or property of the REIT, DiamondRock Hospitality Limited Partnership (the “Operating Partnership”) and their subsidiaries (the REIT, the Operating Partnership and their subsidiaries are hereinafter referred to as the “DiamondRock Group”) other than an occasional and de minimis use of Company property for personal purposes; (iii) the Executive's willful failure or gross negligence in the performance of his assigned duties for the DiamondRock Group, which failure or gross negligence continues for more than 5 days following the Executive's receipt of written or electronic notice of such willful failure or gross negligence from the Board of Directors; (iv) any act or omission of the Executive that has a demonstrated and material adverse impact on the DiamondRock Group's reputation for honesty and fair dealing or any other conduct of the Executive that would reasonably be expected to result in injury to the reputation of the DiamondRock Group; or (v) willful failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being instructed by the termination REIT to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the willful inducement of others to fail to cooperate, destroy or fail to produce documents or other materials. For purposes of this Section 2(b), any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the written advice of counsel for the DiamondRock Group 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 DiamondRock Group. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and a copy of a resolution duly adopted by the Company or one affirmative vote of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of Directors, finding that, in the good faith opinion of the following events have occurred: (i) any act or omission Board of Directors, the Executive has engaged in the conduct described in this Section 2(b); provided, that constitutes if the Executive is a material breach by such Executive member of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubtDirectors, the term “affiliate” as used in this Agreement Executive shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to vote on such Executive specifying in reasonable detail the nature of such misconductresolution.

Cause. The term Company may terminate your employment at any time for “Cause”. For the purposes of this Agreement, the Company shall have “Cause” used in connection with the termination of to terminate your employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: hereunder upon (i) any act your indictment, conviction of or omission that constitutes plea of nolo contendere to a material breach by such Executive of any of his material obligations under this Agreement felony or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachother crime involving deceit, dishonesty, fraud or moral turpitude; (ii) your engaging in conduct which brings, or if publicly known would bring, the Company into public disrepute or disgrace and which the Board believes has had or will have a detrimental effect on the Company’s reputation or business; (iii) your engaging in an act of gross negligence or willful refusal misconduct in the performance of your employment obligations and continued failure duties, and/or your violation of the Company’s corporate ethics policies, in any such Executive case that has had or will have a material adverse effect on the Company’s reputation or business; (iv) your making any false, disparaging or malicious statement, oral or written, about the Systemax Companies or any director, officer or employee of the Systemax Companies which is injurious to substantially the business or operations of any of the Systemax Companies, or which may in any material respect interfere with the goodwill of any of the Systemax Companies or its relations with customers or suppliers; (v) your committing an act of embezzlement of or fraud against, or theft or misappropriation of property belonging to, the Company, or your engaging in any intentional “kickback” scheme involving the Company’s vendors; (vi) your breach of your covenants under Sections 6, 7 and 8 of this Agreement, which, to the extent curable, is not cured within 30 days of written notice thereof; or (vii) following thirty (30) days notice and opportunity to cure (to the extent curable) during such thirty (30) day period, you (a) repeatedly fail to perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform your office as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used described in this Agreement and/or as reasonably directed by the Reporting Person in writing (provided that mere poor job performance shall not be construed to include any other portfolio companies of Vestar other than the Company considered such failure ) or its subsidiaries), including, without limitation, (b) you commit a material breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Companythis Agreement, which remains uncured for which, if curable, is not cured within 30 days after of written notice to such Executive specifying in reasonable detail the nature of such misconductthereof.

Cause. The term “Cause” used in connection with means, unless Executive fully corrects the termination circumstances constituting Cause (provided such circumstances are capable of employment correction) prior to the Date of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orTermination, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of (a) Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material his duties (including, without limitation, full cooperation in any audit or investigation involving services to the Company and/or its subsidiaries) reasonably required of him (except termination other than any such failure resulting from Executive’s incapacity due to death physical or permanent disabilitymental illness or any such actual or anticipated failure after his issuance of a Notice of Termination (as defined below) for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, in writing, which demand specifically identifying identifies the manner in which the Board in good faith determines believes that such Executive has not substantially performed his material obligations and such Executive fails duties or services to perform as required within 20 days after such demand is made; the Company, (iiib) conviction of such Executive of any Executive’s willful and material violation continued failure to substantially follow and comply with the specific and lawful directives of any federal or state law or regulation directly related to the business Chief Executive Officer of the Company or the Board, as reasonably determined by the Board (other than any of its subsidiaries, material violation of such failure resulting from Executive’s incapacity due to physical or mental illness or any policies of the Company and/or its subsidiaries, such actual or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration anticipated failure after his issuance of a common law fraud; Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to Executive by the Board, which demand specifically identifies the manner in which the Board believes that Executive has not substantially performed his duties or (iv) any other willful misconduct by such Executive which is materially injurious services to the Company, (c) Executive’s willful commission of an act of fraud or dishonesty resulting in material economic or financial condition or business reputation injury to the Company, (d) Executive’s conviction of, or is otherwise materially injurious to the Company entry by Executive of a guilty or any of its subsidiaries or affiliates (for the avoidance of doubtno contest plea to, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies commission of Vestar other than the Company a felony involving moral turpitude, or its subsidiaries), including, without limitation, a (e) Executive’s breach of the non-competition or non-solicitation provisions of Section 6 or the non-disparagement provisions of Section 8 of this Agreement or any material breach of his confidential or proprietary information obligations to the Company. For purposes of this Section 1(b), no act, or failure to act, on Executive’s confidentiality obligation part shall be deemed “willful” unless done, or omitted to be done, by him not in good faith. In the event of the proposed termination of Executive’s consultancy for Cause arising under clause (e) above as a result of Executive’s breach of the non-competition provisions of Section 6 that is not willful, the Executive shall have at least 60 days to correct such breach following the Company’s notice of its intent to terminate Executive’s consultancy for Cause, during which time Executive shall be entitled to present to the Company or the Executive’s engagement in any Prohibited Activity during his employment Board with the Companyassistance of his legal counsel the basis, which remains uncured if any, for 30 days after written notice to his belief and conclusion that he has not breached such Executive specifying in reasonable detail the nature of such misconductnon-competition provisions.

Cause. The term Company may at any time by written notice to the Executive terminate the Agreement for “Cause” used (as defined below) and, upon such termination, this Agreement shall terminate and the Executive shall be entitled to receive no further amounts or benefits hereunder, except for any Base Salary earned but not paid prior to such termination and any other amounts required to be paid under applicable law. For the purposes of this Agreement, “Cause” means: (i) continued neglect by the Executive of the Executive’s duties hereunder, (ii) continued incompetence or unsatisfactory attendance, (iii) conviction of, or plea of nolo contendere to, any felony, (iv) violation of the rules, regulations, procedures or instructions relating to the conduct of employees, directors, officers and/or consultants of the Company, (v) willful misconduct by the Executive in connection with the termination performance of employment any material portion of the Executive shall have the same meaning ascribed Executive’s duties hereunder, (vi) breach of fiduciary obligation owed to such term in any employment or severance agreement then in effect between Executive and the Company or one commission of its subsidiaries orany act of fraud, if no such agreement containing embezzlement, disloyalty or defalcation, or usurpation of a definition Company opportunity, (vii) breach of “Cause” is then in effectany provision of this Agreement, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: including any non-competition, non-solicitation and/or confidentiality provisions hereof, (iviii) any act that has a material adverse effect upon the reputation of and/or the public confidence in the Company, (ix) failure to comply with a reasonable order, policy or omission rule that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; insubordination, (iix) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation engaging in any audit discriminatory or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiariessexually harassing behavior, or indictment (xi) using, possessing or conviction being impaired by or under the influence of such Executive for a felony, illegal drugs or conviction the abuse of such Executive controlled substances or alcohol on the premises of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than or while working or representing the Company or any of its subsidiariessubsidiaries or affiliates. A termination for Cause by the Company for any or the events described in clauses (i), including(ii), without limitation(iv), a breach and (ix) shall only be effective on fifteen (15) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within said 15-day period; provided, however, that no such notification is required if the Executive’s confidentiality obligation to the Company Cause event is not reasonably capable of cure or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured Board determines that its fiduciary obligation requires it to effect a termination of Executive for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause immediately.

Cause. The term “Executive's employment may be terminated by the Company for Cause” used in connection with . For purposes of this Agreement, the termination Company will have "Cause" to terminate the Executive's employment upon: (i) the Executive's indictment for any crime involving monies or other property or any felony, crime or any offense of employment moral turpitude, or his commission of the Executive shall have the same meaning ascribed fraud, embezzlement, theft, dishonesty, willful misconduct or deliberate injury to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean subsidiaries; (ii) the termination of Executive’s employment only because the Board determines that one 's intentional or more grossly negligent refusal or failure to perform his duties or carry out directions of the following events have occurred: (i) any act Company's Board, which refusal or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which failure remains uncured for 20 or continues more than thirty (30) days after written notice to such Executive from the Company specifying in reasonable detail the nature of the breach, or recurs within such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; period; (iii) conviction of such Executive the Executive's breach of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious his fiduciary duties to the Company or any making of its subsidiaries a willful misrepresentation or affiliates (for the avoidance of doubtomission, the term “affiliate” as used in this Agreement shall not which breach or misrepresentation or omission might reasonably be construed expected to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, have a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with material adverse effect on the Company, 's business and which remains uncured for 30 or continues more than thirty (30) days after written notice to such Executive from the Company specifying in reasonable detail the nature of the breach or misrepresentation or omission, or recurs within such misconductperiod; (iv) the Executive's breach of any material provision of this Agreement, which breach, if curable, remains uncured or continues more than thirty (30) days after notice from the Company specifying in reasonable detail the nature of the breach, or recurs within such period; or (v) any misappropriation by the Executive of funds or property of the Company or any affiliate of the Company. Any termination for "Cause" will not be in limitation of any other right or remedy the Company may have under this Agreement or otherwise.

Cause. The term Company may terminate Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, a termination shall be considered to be for “Cause” used if it occurs in connection conjunction with a good faith determination by the termination Board, after following the substantive and procedural provisions and applying the standard of employment review set forth on Exhibit A to this Agreement, that any of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of following has occurred: (i) Executive’s employment only because conviction of or plea of nolo contendere to a felony or other crime involving fraud, dishonesty or moral turpitude; (ii) Executive’s misconduct in the Board determines performance of his or her duties which results in a material adverse effect to the Company; (iii) Executive’s violation or disregard of the code of business conduct which results in a material adverse effect to the Company; (iv) Executive’s violation or disregard of a Company policy, standard or process which results in a material adverse effect to the Company; or (v) Executive’s habitual or gross neglect of duties; provided, however, that for purposes of clauses (ii) and (v), Cause shall not include any one or more of the following events have occurred: following: (iA) bad judgment or negligence, other than Executive’s habitual neglect of duties or gross negligence; (B) any act or omission believed by Executive in good faith, after reasonable investigation, to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled); (C) any act or omission with respect to which a determination could properly have been made by the Board that constitutes a material breach by such Executive had satisfied the applicable standard of conduct for indemnification or reimbursement under the Company’s by-laws, any of his material obligations under this Agreement applicable indemnification agreement, or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying applicable law, in reasonable detail each case as in effect at the nature time of such breachact or omission; or (D) after the Effective Date, failure to meet performance goals, objectives or measures following good faith efforts to meet such goals, objectives or measures; and further provided that, for purposes of clauses (ii) the willful refusal and continued through (v) if an act, or a failure of such to act, which was done, or omitted to be done, by Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines and with a reasonable belief, after reasonable LEGAL02/21751871v13 investigation, that such Executive has not performed his material obligations and such Executive fails Executive’s act, or failure to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to act, was in the business best interests of the Company or any of its subsidiarieswas required by applicable law or administrative regulation, material violation of any policies of the Company and/or its subsidiariessuch breach shall not constitute Cause if, or indictment or conviction within 10 business days after Executive is given written notice of such breach that specifically refers to this Section 5(b), Executive for a felony, or conviction of cures such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious breach to the financial condition fullest extent that it is curable. With respect to the above definition of “Cause,” no act or business reputation of, conduct by Executive will constitute “Cause” if Executive acted: (i) in accordance with the instructions or is otherwise materially injurious to advice of counsel representing the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall there was a conflict such that Executive could not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment consult with counsel representing the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductor (ii) as required by legal process.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment employment, severance or severance similar agreement then in effect between Executive and the Company or one of its subsidiaries Subsidiaries or, if there is no such agreement containing a definition of or such term is not defined therein, “Cause” is then in effect, shall mean a termination of employment of Executive by the termination Company or any Subsidiary due to (i) the commission by Executive of an act of fraud or embezzlement, (ii) the indictment or conviction of Executive for (x) a felony or (y) a crime involving moral turpitude or a plea by Executive of guilty or nolo contendere involving such a crime, (iii) negligence or willful or intentional misconduct by Executive in the performance of Executive’s employment only because duties, including any willful or intentional misrepresentation or willful or intentional concealment by Executive on any report submitted to the Company (or any of its Subsidiaries) which the Board in its reasonable discretion determines that one or more is materially detrimental to the best interests of the Company and its Subsidiaries, (iv) the violation by Executive of a company policy regarding substance abuse, sexual harassment or discrimination or any other material policy of the Company or any of its Subsidiaries regarding employment that the Board in its reasonable discretion determines is materially detrimental to the best interests of the Company and its Subsidiaries, (v) the willful or intentional refusal or repeated failure of Executive, following events have occurred: notice from the Company, to render services to the Company or any of its Subsidiaries in accordance with Executive’s employment (iother than as a result of incapacity due to physical or mental illness), (vi) the willful or intentional refusal or repeated failure of Executive, following notice from the Company, to comply with reasonable directives of the Board, the Board of Directors of any Subsidiary or the Chief Executive Officer of the Company or any Subsidiary consistent with Executive’s duties, (vii) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive provisions of any willful agreement between Executive, on the one hand, and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies an Affiliate of the Company and/or its subsidiariesCompany, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; on the other hand or (ivviii) any other willful or intentional misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise otherwise, materially injurious to the Company or any of its subsidiaries Subsidiaries or affiliates (for the avoidance Affiliates. Any voluntary termination of doubt, the term “affiliate” as used employment by Executive in this Agreement shall not be construed to include any other portfolio companies anticipation of Vestar other than the Company or its subsidiaries), including, without limitation, a breach an involuntary termination of the Executive’s confidentiality obligation employment for Cause shall be deemed to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured be a termination for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term “Cause” used in connection with Company has the termination of right to terminate the Employee’s employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and by the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: and this Agreement for cause upon (i) any act (A) the convinction of Employee with respect to a felony or omission (B) a reasonable, good faith determination by the Board that constitutes Employee has committed a material breach crime involving theft, fraud, or dishonesty that has a detrimental impact on the Company; (ii) Employee’s continued failure to perform employment duties reasonably requested by such Executive the Company (except as a result of any of his material obligations under this Agreement sickness, illness or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying injury); provided that the Company first notifies Employee in writing describing in reasonable detail the nature reasons for such non-performance and Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s notice; provided further however, that if (w) the Company reasonably determines that providing such breach; opportunity to cure to the Employee is reasonably likely to have a material adverse effect on its business, financial condition, results of operations, prospects or assets, (x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has previously delivered a notice under this clause (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation ); in any audit case (w), (x) or investigation involving (y), the Company and/or its subsidiaries) reasonably required of him (except termination due may terminate without providing an opportunity to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecure); (iii) conviction of such Executive of any willful and Employee’s material violation of the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment; (iv) Employee’s possession on the Company’s premises of any federal prohibited drug or state law substance that would amount to a criminal offense; (v) willful misconduct or regulation directly related grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the business interest of the Company or any if he were to continue to be retained as one of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudemployees; or (ivvii) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a Employee’s breach of the Executive’s confidentiality obligation to the Company Sections 3, 4 or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature 5 of such misconductthis Agreement.

Cause. The Company may terminate Executive’s employment and all of Executive’s rights to receive Base Salary and any other benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” used shall be defined as any of the following; provided, however, that the Company must determine the presence of such Cause in connection with good faith: (i) Willful misconduct by Executive, including, without limitation (A) Executive’s material breach of any duties and responsibilities under this Agreement (other than as a result of incapacity due to Executive’s disability), (B) Executive’s commission of a material act of fraud upon the Company, or (C) Executive’s immoderate use of alcoholic beverages or narcotics or other substance abuse. For purposes of this Section 5(c), no act or failure to act on the part of Executive shall be considered “willful” unless done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interest of the Company; (ii) Executive’s conviction by, or entry of a plea of guilty or nolo contendere in, a court of competent and final jurisdiction for a felony or any crime which adversely affects the Company and/or its reputation in the community or which involves moral turpitude or is punishable by imprisonment in the jurisdiction involved; or (iii) Executive’s willful violation of any duty of loyalty to the Company or a material breach of Executive’s fiduciary duties to the Company. Notwithstanding anything to the contrary in the foregoing, no termination of employment of or other action shall be considered to be for Cause under this Agreement unless (y) the Executive first shall have received at least 15 days written notice (the “Company Notice”) setting forth the reasons for the Company’s intention to terminate or take other action; and (z) the Executive shall have failed to cure or remedy the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and event constituting the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean Cause within 30 days after the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business receipt of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductNotice.

Cause. The term For purposes of this Agreement, “Cause” used in connection with shall mean a good faith determination by the termination of employment of Board (after providing the Executive shall have with reasonable notice and an reasonable opportunity to be heard in person on the same meaning ascribed to such term in matter) that any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have has occurred: (i) the Executive’s material or habitual failure to follow the reasonable and lawful directions of any act superior officer of the Company, provided the direction(s) is not materially inconsistent with the duties or omission that constitutes responsibilities of the Executive’s position, or a material breach by or habitual failure to perform Executive’s duties with the Company (other than any such Executive of any of his material obligations under this Agreement or any employment agreement failure resulting from the Executive’s Disability) which remains uncured for 20 failure is not cured within ten (10) days after a written notice demand for performance is delivered to such the Executive specifying by the Company which specifically identifies the manner in reasonable detail which the nature of such breachCompany believes that the Executive has materially or habitually failed to perform the Executive’s duties; (ii) the willful refusal and continued failure Executive’s indictment for, conviction of, or entry of a plea of guilty or nolo contendere or no contest with respect to: (a) any felony, or any misdemeanor involving dishonesty or moral turpitude (including pleading guilty or nolo contendere to a felony or lesser charge which results from plea bargaining), whether or not such Executive to substantially perform felony, crime or lesser offense is connected with the material duties business of the Company, or (including, without limitation, full cooperation in b) any audit or investigation involving crime connected with the Company and/or its subsidiaries) reasonably required business of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeCompany; (iii) conviction the Executive’s engaging in any gross negligence or gross misconduct in connection with the performance of Executive’s duties hereunder, which is, or is likely to be, materially injurious to the Company, its financial condition, or its reputation; (iv) the Executive’s commission of or engagement in any act of fraud, misappropriation, material dishonesty, or embezzlement, whether or not such Executive act was committed in connection with the business of the Company; (v) the Executive’s breach of fiduciary duty, breach of any willful and of the covenants set forth in Sections 6(a)(2) or 6(a)(3) of this Agreement, or material breach of any other provisions of this Agreement; or (vi) the Executive’s violation of the Company’s policy against harassment or its equal employment opportunity policy, a material violation of the Company’s code of business conduct or a material violation of any federal other policy or state law or regulation directly related to the business procedure of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The Company may terminate Employee’s employment hereunder for Cause by written notice at any time. For purposes of this Agreement, the term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of ExecutiveEmployee’s employment only because the Board determines that one or more of the following events have occurred: (i) willful misconduct or gross negligence in the performance of his duties hereunder or substantial failure or willful refusal to perform duties reasonably assigned by the CEO, CFO, COO or the Board; (ii) commission of any fraud, embezzlement or theft, any act of material dishonesty that is injurious to the Company, or omission that constitutes a any deliberate misappropriation of money or other assets of the Company; (iii) material breach by such Executive of any term of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice governing any of the equity compensation referred to such Executive specifying in reasonable detail Section 3 of this Agreement (the nature “Equity Compensation”), or material breach of such breachhis fiduciary duties to the Company; (iiiv) the any willful refusal and continued act, or failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Boardact, in writing, specifically identifying bad faith to the manner in which detriment of the Board Company; (v) willful failure to cooperate in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal with a governmental or state law or regulation directly related to the business internal investigation of the Company or any of its subsidiariesdirectors, material violation of any policies of managers, officers or employees, if the Company and/or its subsidiaries, or indictment or requests his cooperation; and (vi) conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or plea of nolo contendere to, a felony or any serious crime (other than vehicular misdemeanors punishable solely by fine); provided that in cases where cure is otherwise materially injurious possible, Employee shall first be provided a 15-day cure period. If, subsequent to Employee’s termination of employment hereunder for any reason other than by the Company for Cause, it is determined in good faith by the Board that, based on facts not actually known by the CEO or Board at the time of Employee’s termination, Employee’s employment could have been terminated by the Company for Cause pursuant to this Section 4(c), Employee’s employment shall, at the election of the Board at any time up to six months after learning such facts, but in no event more than two years after the occurrence of such facts, be deemed to have been terminated for Cause retroactively to the Company or any of its subsidiaries or affiliates (for date the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed events giving rise to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause occurred.

Cause. The term Company may terminate Executive’s employment during the Employment Period either with or without Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean (i) Executive’s continued intentional failure or refusal to materially abide by the termination terms and conditions of this Agreement or perform substantially Executive’s assigned duties (other than as a result of total or partial mental or physical incapacity); (ii) Executive’s engagement in willful misconduct, including without limitation, fraud, embezzlement, theft or dishonesty, in the course of Executive’s employment only because with the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; Company; (iii) Executive’s conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious plea of guilty or nolo contendere to a felony or a crime (other than a felony) that involves moral turpitude or a breach of trust or fiduciary duty owed to the Company or any of its subsidiaries or affiliates affiliates; (for iv) a material breach of the avoidance of doubt, the term “affiliate” as used restrictive covenants in this Agreement Agreement; or (v) a material breach of the Company’s Code of Conduct or another policy of the Company applicable to Executive, that does, or could reasonably be expected to, result in material harm to the Company, including reputational harm; provided that no act or failure to act, on the part of Executive, will be considered “willful” or “intentional” unless it is done, or omitted to be done, by Executive in bad faith or without reasonable belief that Executive’s action or omission was in the best interests of the Company and its affiliates or if done based on the direction of the Board or on advice of counsel to the Company. If an action or omission constituting Cause is curable, Executive may be terminated under such clauses only if Executive has not cured such action or omission within thirty (30) days following written notice thereof from the Company. Further, Executive shall not be construed deemed to include any other portfolio companies be discharged for Cause unless and until there is delivered to Executive a copy of Vestar other a resolution duly adopted by the affirmative vote of not less than a majority (or 75% if such higher threshold is applicable pursuant to Section 3(e)) of the Company or its subsidiariesentire membership of the Board, at a meeting called and duly held for such purpose (after reasonable notice is provided to Executive and Executive is given an opportunity, together with counsel for Executive, to be heard before the Board), including, without limitation, a breach finding in good faith that Executive is guilty of the Executive’s confidentiality obligation to conduct set forth above and specifying the Company or the Executive’s engagement particulars thereof in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdetail.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean shall mean that the termination of Executive’s employment only because Board, acting in good faith based upon the Board information then known to the Company, determines that one Executive has (A) engaged in or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachcommitted willful misconduct; (iiB) the willful refusal and continued failure of such Executive engaged in or committed theft, fraud or other illegal conduct; (C) refused or demonstrated an unwillingness to substantially perform the material Executive’s duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) for a 30-day period after written demand for substantial performance that refers to this definition and is delivered by the Board, in writing, Company or Apria that specifically identifying identifies the manner in which the Board Company believes Executive has not substantially performed the Executive’s duties; (D) refused or demonstrated an unwillingness to reasonably cooperate in good faith determines that with any Company or government investigation or investigation by the Company or its Subsidiaries or provide testimony therein (other than such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madefailure resulting from Executive’s disability); (iiiE) conviction of such Executive of engaged in or committed insubordination; (F) engaged in or committed any willful act that is likely to and material violation which does in fact have the effect of any federal injuring the reputation or state law or regulation directly related to the business of the Company or any its Subsidiaries; (G) willfully violated the Executive’s fiduciary duty or the Executive’s duty of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious loyalty to the Company or any its Subsidiaries or the Code of its subsidiaries or affiliates (for the avoidance Ethical Business Conduct of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, Subsidiaries in any material respect; (H) used alcohol or drugs (other than drugs prescribed to Executive by a breach physician and used by Executive for their intended purpose for which they had been prescribed) in a manner which materially and repeatedly interferes with the performance of the Executive’s confidentiality obligation to duties hereunder or which has the effect of materially injuring the reputation or business of the Company or its Subsidiaries; or (I) engaged in or committed a material breach of this Agreement (including any beach of the provisions of Appendix A) for a 30-day period after written notification is delivered by the Company that specifically refers to this definition and identifies the manner in which the Company believes Executive has materially breached this Agreement or any other employment agreement. For purposes of the foregoing sentence of this paragraph, no act, or failure to act, on Executive’s engagement part shall be considered willful unless done or omitted to be done, by him not in any Prohibited Activity during good faith or without reasonable belief that his employment with action or omission was in the best interest of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term “Cause” used in connection with Company has the termination of right to terminate the Employee’s employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and by the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: and this Agreement for cause upon (i) any act (A) the conviction of the Employee with respect to a felony or omission (B) a reasonable, good faith determination by the Board of Directors that constitutes the Employee has committed a material breach by such Executive of any of his material obligations under this Agreement crime involving theft, fraud, or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail dishonesty that has a detrimental impact on Holdings or the nature of such breachCompany and its subsidiaries or Affiliates; (ii) the willful refusal and Employee’s continued failure to perform employment duties reasonably requested by Holdings or the Company (except as a result of sickness, illness or injury); provided that the Company first notifies the Employee in writing describing in reasonable detail the reasons for such Executive non-performance and the Employee has not fully cured such non-performance within thirty (30) days following the date of the Company’s notice; provided further however, that if (w) the Company reasonably determines that providing such opportunity to substantially perform cure to the Employee is reasonably likely to have a material duties adverse effect on its business, financial condition, results of operations, prospects or assets, (including, without limitation, full cooperation x) the facts and circumstances underlying such termination are not able to be cured or (y) the Company has previously delivered a notice under this clause (ii); in any audit case, (w), (x) or investigation involving (y), the Company and/or its subsidiaries) reasonably required of him (except termination due may terminate the Employee’s employment without providing an opportunity to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecure; (iii) conviction of such Executive of any willful and the Employee’s material violation of Holdings’ or the Company’s written policies regarding ethics, anti-discrimination, equal employment opportunity, and sexual harassment; (iv) the Employee’s possession on Holdings’ or the Company’s premises of any federal prohibited drug or state law substance that would amount to a criminal offense; (v) willful misconduct or regulation directly related grossly negligent conduct by the Employee in the performance of his duties; (vi) gross misconduct by the Employee that has reflected adversely on his public reputation as to prejudice the business interest of Holdings or the Company or any if he were to continue to be retained as one of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudrespective employees; or (ivvii) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a Employee’s breach of the Executive’s confidentiality obligation to the Company Sections 3, 4 or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature 5 of such misconductthis Agreement.

Cause. The term Company terminates the Executive for Cause or for any reason other than for Cause. As used in this Agreement, “Cause” used in connection with the respect to Executive’s termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effectfrom employment, shall mean any of the termination of following: (1) the Executive’s employment only because failure to cure the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a Executive’s material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; Company policy, regulation or guideline; (ii2) the willful refusal and continued failure Executive’s appropriation of such a material business opportunity of the Company, including securing any material personal profit in connection with any transaction entered into on behalf of the Company. This provision shall not include opportunities communicated by the Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death which were rejected or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in on which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; Company took no timely action; (iii3) the Executive’s misappropriation of any of the Company’s funds or property; (4) the Executive’s conviction of such Executive or entering of a guilty plea or a plea of no contest with respect to, a felony, or any willful other crime which materially and material violation of any federal or state law or regulation directly related to adversely affects the business of the Company or any Executive’s ability to carry out his duties hereunder and with respect to which imprisonment for a term in excess of six (6) months is a possible punishment; (5) the Executive’s conduct, or lack thereof, which results in material economic damage to the Company or its subsidiariesreputation. It is expressly understood that if Executive’s good faith belief was that his conduct or lack thereof was in, material violation of any policies or not opposed to, the best interest of the Company and/or its subsidiariesCompany, or indictment or conviction then “Cause” shall not be satisfied hereunder; or (6) in the event there is a Change in Control (as used in this Agreement, a “Change in Control” shall have the meaning ascribed thereto in the Company’s 2003 Stock Incentive Plan as in effect on the date this Agreement becomes effective), for a period of twelve (12) months following the date of such Change in Control, the term “Cause” shall not include items (1) through (5) above and shall only mean the following: (A) the Executive for a felonymaterially violates any Company policy, regulation or conviction guideline which Executive fails to cure within sixty (60) days following written notice of such Executive of any willful perpetration violation by the Company to the Executive; or (B) the Executive’s conviction or entering of a common law fraud; guilty plea or (iv) any other willful misconduct by such Executive a plea of no contest with respect to fraudulent or illegal activities which is are materially injurious to the financial condition Company, monetarily or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach otherwise. No termination of the Executive’s confidentiality obligation employment hereunder by the Company for Cause shall be effective as a termination for Cause unless the provisions of this paragraph shall first have been complied with. The Executive shall be given a Notice of Termination by the Board. The Executive shall have sixty (60) days after receipt of such notice to cure such alleged violation. If he fails to cure such alleged violation within such sixty (60)-day period, the Executive shall then be entitled to a hearing before the Board. If after such hearing, the Board gives a second Notice of Termination to the Executive confirming that a majority of the members of the Board that are not then employed as employees of the Company or voted after the hearing to terminate him for Cause, the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured shall thereupon be terminated for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCause.

Cause. The term Executive’s employment may be terminated as provided herein at any time by the Company for Cause. For purposes of this Agreement, “Cause” used shall mean, as determined by the Board in connection with its sole discretion, the termination occurrence of employment one of the following events with respect to Executive shall have during the same meaning ascribed Employment Period: (i) substantial and repeated failure to perform, or gross negligence in the performance of, Executive’s duties and responsibilities, which failure is not corrected (if correctable, as determined by the Board in its reasonable discretion) by Executive within thirty (30) days after written notice of such term failure is delivered to Executive by the Company; (ii) misconduct that has, or could reasonably be expected to have, a material and adverse effect upon the Company or its affiliates or subsidiaries; (iii) engagement in fraud, theft, embezzlement, or misappropriation of any employment material amount of money or severance other assets of the Company or its affiliates, or any other act of material dishonesty by Executive involving the Company or its affiliates; (iv) indictment for (or the procedural equivalent thereof) or conviction of, or plea of guilty or nolo contendere to, any felony or any other crime involving moral turpitude (in accordance with applicable law); (v) Executive’s material breach of any of the terms of this Agreement or obligations under any other agreement then in effect entered into between Executive and the Company or one any of its subsidiaries oraffiliates (including any restrictive covenant agreement), which breach is not corrected (if no such agreement containing a definition of “Cause” is then in effectcorrectable, shall mean the termination of Executive’s employment only because as determined by the Board determines that one or more of the following events have occurred: in its reasonable discretion) by Executive within thirty (i30) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachfailure is delivered to Executive by the Company; or (iivi) Executive’s material breach of the willful refusal and continued failure written policies or procedures of such Executive to substantially perform the material duties Company or its subsidiaries (including, without limitation, full cooperation policies related to sexual harassment, sexual misconduct, or sex-based discrimination), which breach is not corrected (if correctable, as determined by the Board in any audit or investigation involving its reasonable discretion) by Executive within thirty (30) days after written notice of such failure is delivered to Executive by the Company. Any voluntary resignation of Executive’s employment in anticipation of a termination of Executive’s employment by the Company and/or its subsidiariesfor Cause following the occurrence of any event(s) reasonably required that the Board determines constitutes Cause shall be deemed to be a termination by the Company for Cause if the Board gives Executive written notice that it considers such a termination to be for Cause within seventy-five (75) days following such resignation and subsequently terminates Executive for Cause in accordance with this Agreement. Further, Executive’s employment shall be deemed to have been terminated for Cause if within seventy-five (75) days following termination of him Executive’s employment by the Company other than for Cause, it is determined by the Board that Executive engaged in the conduct described in (except ii), (iii), (iv), or (vi) of this Section 2(b) of which the Board was previously unaware that if known at the time of termination due would have justified a termination for Cause pursuant to death or permanent disabilitythis Section 2(b). “Cause” will not be deemed to exist unless the Board gives Executive written notice within seventy-five (75) after demand for performance is delivered by days of the Board, in writingor any member other than Executive thereof, specifically identifying first becoming aware of any circumstances that the manner in which Board, or any member other than Executive thereof, believes constitutes Cause and the Board in good faith determines that terminates Executive for Cause within forty-five (45) days of such notice (or, if later, the end of any applicable period during which Executive has not performed his material obligations and such Executive fails the opportunity to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for correct). For the avoidance of doubt, the term “affiliate” as used in this Agreement shall Executive may not be construed to include terminated for Cause for any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation events disclosed to the Company or prior to the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductEffective Date.

Cause. The term For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: will mean: (i) any act Acts or omission that constitutes a material breach by such Executive omissions constituting gross negligence, recklessness or willful misconduct on the part of any of his material Employee with respect to Employee’s obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related otherwise relating to the business of Company; (ii) Repeated or habitual neglect of Employee’s duties or responsibilities that continues after notice to Employee of such neglect, or failure or refusal to carry-out the Company legitimate assignments given Employee by his supervisor, CEO or any the Board; (iii) Any act of its subsidiaries, material violation of any policies personal dishonesty taken by Employee in connection with his responsibilities as an employee of the Company and/or its subsidiaries, with the intention or indictment or conviction reasonable expectation that such action may result in the substantial personal enrichment of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or Employee; (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation Employee’s conviction of, or is otherwise materially injurious plea of nolo contendre to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company’s reputation or business; (v) A breach of any fiduciary duty owed to the Company by Employee that has a material detrimental effect on the Company’s reputation or business; (vi) Employee being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not Employee admits or denies liability); (vii) Employee (A) obstructing or impeding; (B) endeavoring to obstruct, impede or improperly influence, or (C) failing to materially cooperate with, any investigation authorized by the Board or any of its subsidiaries governmental or affiliates self-regulatory entity (for an “Investigation”). However, Employee’s failure to waive attorney-client privilege relating to communications with Employee’s own attorney in connection with an Investigation will not constitute “Cause”; (viii) Employee’s disqualification or bar by any governmental or self-regulatory authority from serving in the avoidance of doubt, the term “affiliate” as used in capacity contemplated by this Agreement shall not be construed or Employee’s loss of any governmental or self-regulatory license that is reasonably necessary for Employee to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation perform his responsibilities to the Company under this Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the Executivelicense replaced. While any disqualification, bar or loss continues during Employee’s engagement employment, Employee will serve in any Prohibited Activity during his the capacity contemplated by this Agreement to whatever extent legally permissible and, if Employee’s employment with is not permissible, Employee will be placed on leave (which will be paid to the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.extent legally permissible); or

Cause. The term “Company may terminate the Officer's employment hereunder for Cause” used . The following shall constitute Cause: (i) the willful and continued failure by the Officer to substantially perform her duties or discharge her responsibilities to the Company, or to follow the reasonable requests of her supervisor to undertake actions falling within the scope of such duties and responsibilities; or (ii) any fraudulent or intentional misconduct by the Officer that causes or might reasonably be expected to cause material reputational, financial or other harm to the Company, or any improper or grossly negligent failure by the Officer, including in a supervisory capacity, to identify, escalate, monitor or manage, in a timely manner and as reasonably expected, risks that cause or might reasonably be expected to cause material reputational, financial or other harm to the Company; or (iii) any conduct that violates the covenants set forth in Sections 5, 6 and 7 hereof, or violates requirements of the Company embodied in its employee policies adopted from time to time including, but not limited to, policies directed to ethical business conduct, ixxxxxx xxxxxxx, anti-corruption, harassment, and other policies proscribing or prohibiting conduct as an employee of the Company; or (iv) the Officer becomes subject to a suspension or debarment proceeding, or related investigations, conducted in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment actual or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive suspected violations of any United States Government procurement laws or regulations, or is for any other reason ineligible to participate in the discussion, negotiation and entering into of his material obligations under this Agreement contracts with respect to United States government procurement, or fails to obtain or maintain any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) professional license reasonably required of him (except termination due for the Officer lawfully to death perform her duties and responsibilities. No act, or permanent disability) after demand for performance is delivered by failure to act, on the BoardOfficer's part shall be considered "willful" unless done, in writingor omitted to be done, specifically identifying the manner in which the Board not in good faith determines and without reasonable belief that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal the action or state law or regulation directly related to omission was in the business best interest of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement Company. The Officer shall not be construed deemed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, have been terminated for Cause without limitation, a breach of the Executive’s confidentiality obligation delivery to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after Officer of a written notice to such Executive of termination from the CEO specifying in reasonable detail the nature of such misconductgrounds for Cause.

Cause. The term “Cause” used Company may terminate the _____ Executive's employment in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that event there occurs one or more of the following events have occurred: that has not been cured (iif curable) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 within thirty (30) days after written notice thereof has been given by the Company to such the Executive specifying in reasonable detail ("Cause"); provided that the nature Company shall have delivered a written notice to the Executive within 120 days of its having actual knowledge of the occurrence of any of such breach; events stating that the Company intends to terminate the Executive's employment for Cause and specifying the factual basis for such termination: (i) the willful failure by the Executive to perform substantially the Executive's duties as an employee of the Company (other than due to physical or mental illness or after the delivery of a Notice of Termination for Good Reason by the Executive pursuant to subsection (f) of this Section 6); (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation Executive's engaging in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance misconduct that is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any subsidiary or any affiliate of its subsidiaries the Company; (iii) the Executive's having been convicted of, or affiliates entered a plea of nolo contendere to, a crime ____ __________ that constitutes a felony; (for iv) the avoidance material breach by the Executive of doubtany written covenant or agreement not to compete with the Company or any subsidiary or any affiliate; or (v) the breach by the Executive of his duty of loyalty to the Company which shall include, without limitation (A) the term “affiliate” disclosure by the Executive of any confidential information pertaining to the Company or any subsidiary or any affiliate of the Company, other than (x) in the ordinary course of the performance of his duties on behalf of the Company or (y) pursuant to a judicial or administrative subpoena from a court or governmental authority with jurisdiction over the matter in question, (B) the harmful interference by the Executive in the business or operations of the Company or any subsidiary or any affiliate of the Company, (C) any attempt by the Executive to induce any employee, insurance agent, insurance broker or broker-dealer of the Company or any subsidiary or any affiliate to be employed or perform services elsewhere, other than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as used in this Agreement shall not be construed an employee or stockholder of the Company, (D) any attempt by the Executive to include solicit the trade of any other portfolio companies customer or supplier, or prospective customer or supplier, of Vestar the Company on behalf of any person other than the Company or its subsidiaries)a subsidiary thereof, includingother than actions taken by the Executive that are intended to benefit the Company or any subsidiary or affiliate and do not benefit the Executive financially other than as an employee or stockholder of the Company, without limitationprovided, ________ however, that this provision shall only apply to any _______ product or service which is in competition with a product or service of the Company or any subsidiary or affiliate thereof or (E) following the Merger Date, any breach or violation of the Company's Code of Conduct, as amended from time to time sufficient to warrant a for Cause termination consistent with the Company's past practice, consistently applied. Notwithstanding the foregoing, (x) the failure of the Executive, the Company, U.S. Healthcare or the Business to achieve any particular level of performance shall not, in and of itself, constitute Cause hereunder, (y) neither a breach of the Executive’s confidentiality obligation 's duty of loyalty to the Company or the Executive’s engagement as described in any Prohibited Activity during his employment with subclause (A) nor a breach of the Company's Code of Conduct as described in subclause (E) shall constitute Cause hereunder unless such breach has had or could reasonably be expected to have a significant adverse effect on the business or reputation of the Company and (z) the occurrence of any of the events described above, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature if done inadvertently or of such misconductde minimis effect, shall not constitute "Cause".

Cause. The term “Cause” used Executive’s employment will be considered terminated for Cause if prior to termination of the Executive’s employment, the Board reasonably determines, based on a preponderance of the evidence reasonably available to the Board as of the date the Board adopts the resolution described below, that the Executive committed or engaged in: (1) an intentional act of fraud, embezzlement or theft at a level that constitutes a felony in connection with the termination of employment Executive’s duties or in the course of the Executive shall have the same meaning ascribed to such term in any Executive’s employment or severance agreement then in effect between Executive and with the Company or one of its subsidiaries ora Subsidiary, if whether or not the Executive is convicted or pleads guilty or nolo contender (no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more contest) to any related criminal charges; (2) intentional wrongful damage to property of the following events have occurred: Company or a Subsidiary; (i3) intentional wrongful disclosure of secret processes or confidential information of the Company or a Subsidiary; (4) intentional wrongful engagement in any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; Competitive Activity; (ii5) the willful refusal and continued failure of such by the Executive to substantially perform the material Executive’s duties (including, without limitation, full cooperation in any audit or investigation involving with the Company and/or its subsidiaries) reasonably required of him (except termination due that is not cured within 30 days after the Board delivers to death or permanent disability) after the Executive a written demand for substantial performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has Executive’s failure to perform; or (6) other intentional activity, including but not performed his material obligations and such Executive fails limited to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation fiduciary duties with respect to the Company, a Subsidiary, or any welfare plan or pension plan sponsored by the Company or a Subsidiary; which, in the reasonable judgment of the Board and based on a preponderance of the evidence available to the Board is significantly detrimental to the reputa-tion, goodwill or business of the Company or significantly disrupts the workplace environment or operation of the Company’s business or administrative activities. For pur-poses of this Agreement, no act or failure to act on the part of the Executive will be deemed “intentional” if it was due primarily to an error in the Executive’s judgment or the Executive’s engagement negligence. An act will be deemed “intentional” only if done or omitted to be done by the Executive not in any Prohibited Activity during his employment with good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Company. For purposes of this Agreement, which remains uncured the Executive has not been terminated for 30 days after written Cause unless and until: (7) a meeting of the Board is called and held for the purpose of determining if the Executive is to be terminated for Cause; and (8) the Executive is given reasonable notice of the meeting and an opportunity to such be heard before the Board, with Executive’s counsel if Executive so chooses; and (9) at that meeting the Board finds, in the good faith opinion of the Board, that the Executive has committed an act entitling the Board to terminate the Executive’s employment for Cause; and (10) the Executive has been provided a copy of the resolution duly adopted at that meeting by the affirmative vote of not less than three-quarters of the Board then in office and specifying in reasonable detail the nature particulars of such misconductthe Board’s finding. The Executive and the Executive’s beneficiaries retain the right to contest the validity or propriety of the Board’s determination that the Executive’s employment has been terminated for Cause.

Cause. The term “Cause” used Subject to Executive’s failure to cure a breach in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive manner and time described below, the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of may terminate Executive’s employment only because for Cause immediately. As used in this Agreement, the Board determines that one or more of term “for Cause” shall be limited to a termination for the following events have occurredacts by Executive: (i) any act misappropriation or omission that constitutes a material breach by such Executive embezzlement of any of his material obligations under this Agreement the funds or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business property of the Company or any of its subsidiariessubsidiary, material violation falsification of any policies Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company and/or its subsidiaries, or indictment any subsidiary for his or conviction of such Executive her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a felonyperiod of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or conviction in the event of such Executive Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of any willful perpetration of a common law fraudhis duties; or (iv) any other willful misconduct material breach by such Executive which is materially injurious to of any agreement (including this Agreement or the financial condition Confidentiality Agreement (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or business reputation ofnolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Vestar other than the Company or its subsidiaries)policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a breach doctor. The determination of Cause shall be made by HemaCare’s President and CEO in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s confidentiality obligation employment, setting forth a general description of the grounds for termination and the conduct required to cure such grounds for termination. The Executive shall have thirty (30) days from the receipt of such notice within which to cure any such grounds for termination to the Company or the Executive’s engagement in any Prohibited Activity during his employment with satisfaction of the Company, which remains uncured for 30 days after written notice to such Executive specifying shall be determined by the Company in its reasonable detail the nature of such misconductdiscretion.

Cause. The term Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a of material breach by such Executive insubordination on the part of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachExecutive; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered engaging by the BoardExecutive in misconduct, in writingincluding but not limited to, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction any type of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive sexual harassment which is materially injurious to the financial condition or business reputation of, or is otherwise materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates affiliates, monetarily or otherwise; (for the avoidance iii) any conviction of, or plea of doubtguilty or nolo contendere to, the term “affiliate” as used in this Agreement shall not be construed Executive with respect to include any other portfolio companies of Vestar a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiaries)divisions, including, without limitation, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a breach misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s confidentiality obligation breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company or for a material breach by the Executive’s engagement in any Prohibited Activity during Executive of his employment obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company, which remains uncured for 30 ’s learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive specifying in reasonable detail shall then be entitled to a hearing before the nature Board of Directors (the “Board”). Such hearing shall be held within 25 days of such misconductnotice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

Cause. The term Company may terminate the Executive’s employment at any time, with Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination occurrence of Executive’s employment only because the Board determines that one or more any of the following events have occurredfollowing: (i) any act the Executive’s failure (except where due to a disability contemplated by subsection (b) hereof), neglect or omission that constitutes a material breach by such Executive of any of refusal to perform his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; duties hereunder, (ii) the willful refusal and continued failure any breach of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered this Agreement by the BoardExecutive (or any grossly negligent, in writing, specifically identifying willful or intentional act of the manner in which Executive) that injures the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal reputation or state law or regulation directly related to the business of the Company or its affiliates in any material respect; (iii) material breach by the Executive of his obligations under this Agreement; (iv) Executive’s gross negligence in the performance or intentional, material nonperformance (continuing for ten (10) days after receipt of written notice of need to cure) of any of its subsidiariesExecutive’s material duties and responsibilities hereunder; (v) Executive’s dishonesty, material violation of any policies fraud or misconduct with respect to the business or affairs of the Company and/or its subsidiariesCompany; (vi) the Executive’s indictment of, conviction of, or indictment pleading of no contest to a felony or conviction any misdemeanor involving fraud; (vii) the commission by the Executive of such Executive for a felonyan act of fraud or embezzlement, or conviction any other act involving the misappropriation of such funds or assets; or (viii) chronic alcohol abuse or illegal drug use by Executive. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board of Directors or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of any willful perpetration of a common law fraud; the Company. Cause shall not exist pursuant to clause (i), (ii), (iii) or (iv) any other willful misconduct by such of this Section 6(c) unless the Executive which is materially injurious has failed to correct the financial condition or business reputation of, or is otherwise materially injurious activity alleged to constitute Cause within ten (10) days following written notice from the Company or any of its subsidiaries or affiliates (for such activity, which notice shall specifically set forth the avoidance nature of doubtsuch activity and the corrective action reasonably sought by the Company. Notwithstanding the foregoing, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach termination of the Executive’s confidentiality obligation employment for Cause shall be pursuant to the Company or action of the Board of Directors, taken in conformity with the Bylaws of the Company. In the event of Executive’s engagement in termination for Cause as set forth above, Executive shall not be entitled to any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductseverance compensation.

Cause. The term Company may terminate this Agreement at any time if it has “Cause,” used in connection with the termination of employment of the Executive which shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: mean: (i) the Company’s determination that either Wonder or the Consultant has neglected, failed, or refused to render the services or perform any act other of the duties or omission that constitutes a material breach by such Executive of any of his material obligations in or under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in because of any audit alcohol or investigation involving drug abuse); (ii) Wonder’s or the Company and/or its subsidiaries) reasonably required Consultant’s violation of him (except termination due to death any provision of or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; obligation under this Agreement; (iii) conviction Wonder or the Consultant’s indictment for, or entry of such Executive a plea of no contest with respect to, any willful and material violation crime that adversely affects or (in the Board’s reasonable judgment) may adversely affect the Company or the utility of any federal Wonder’s or state law or regulation directly related the Consultant’s services to the business Company; (iv) any act or omission of Wonder or the Consultant that xxxxx or embarrasses or (in the Board’s reasonable judgment) may harm or embarrass, the Company or any of its subsidiaries, affiliates, customers, dealers or suppliers; or (v) Wonder’s or the Consultant’s material violation of any policies of the Company and/or its subsidiaries, policy or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive procedure which is materially injurious results in damage to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after such determination to be in the sole determination of the Company’s Board of Directors; or (vi) Wonder’s or the Consultant’s violation of (i) that certain Final Judgment and Agreed Permanent Injunction Against Mannatech, Inc. entered into by the Company on February 26, 6009 in Cause No. D-1-GV-07-001386 or (ii) that certain Final Judgment and Agreed Permanent Injunction Against Xxxxxx X. Xxxxxx entered into by the Consultant on February 25, 6009 in Cause No. D-1- GV-07-001386 (collectively, the “Final Orders”); (vii) Wonder’s or the Consultant’s failing to follow the recommendations of the SLC Reports. The Company may not terminate this Agreement pursuant to this Section 11(b) unless it has given written notice to such Executive specifying in reasonable detail Wonder or the nature Consultant stating with specificity the Cause upon which the Company relies. In the event of such misconducttermination of this Agreement pursuant to this paragraph, the Company shall have no further obligations with respect to compensation to be paid to Wonder or the Consultant.

Cause. The term Company shall be entitled to terminate the Executive’s employment for “Cause.” For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean that the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any pleads “guilty” or “no contest” to or is convicted of an act or omission that constitutes which is defined as a material breach by such Executive of any of his material obligations felony under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related as a crime under federal or state law which involves Executive’s fraud or dishonesty; (ii) in carrying out his duties, engages in conduct that constitutes willful neglect or willful misconduct; provided such plea, conviction, neglect or misconduct results in material economic harm to the business of Company; (iii) fails to obtain or maintain required licenses in the jurisdiction where the Company currently operates or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudhas plans to operate; or (iv) willfully and intentionally fails to perform the material responsibilities of the Executive’s position, (v) engages in an act of dishonesty in the performance of his duties hereunder, (vi) harasses or discriminates against the Company’s employees, customers, or vendors in violation of Company policies with respect to such conduct; (vii) engages in any other willful misconduct by such Executive which conduct that is materially injurious reasonably likely to cause harm to the financial condition reputation of the Company; (viii) makes a material disclosure as defined by Section 10(a) or business reputation of(ix) materially breaches any term of this Agreement. In the event any of the occurrences in (i) through (ix) above have occurred, the Executive shall be given written notice by the Company of its intention to so terminate his employment, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is otherwise materially injurious based and (ii) to be given within sixty (60) days after the Board knew of such acts or failures to act. In the event such notice is timely given by the Company, the Executive shall have thirty (30) days after the date that the notice is given in which to cure such conduct, to the Company or any of its subsidiaries or affiliates (for extent such cure is possible. For the avoidance of doubt, any of the term “affiliate” as used occurrences constituting Cause set forth in this Agreement shall clauses (i), (ii) and (v) above cannot be construed cured. No act or failure to include any other portfolio companies of Vestar other than act on Executive’s part will be considered “willful” unless done, or omitted to be done by Executive not in good faith and without reasonable belief that his action or omission was in the Company or its subsidiaries), including, without limitation, a breach best interests of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) Executive’s conviction, whether following trial or by plea of guilty or nolo contendere (or similar plea), in a criminal proceeding (a) on a charge of any crime involving fraud, embezzlement, bribery, forgery, counterfeiting, extortion, dishonesty, or moral turpitude; or (b) on any felony or misdemeanor charge; (ii) any act or omission that constitutes a material breach by such Executive of involving dishonesty, disloyalty, or fraud with respect to any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeLC Companies; (iii) conviction Executive’s breach of fiduciary duty to any of the LC Companies; (iv) Executive’s substantial, willful, or repeated disregard of the lawful and reasonable directives of the Board clearly communicated in writing to Executive, provided that if such disregard is capable of remedy Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (v) a breach by Executive of any non-solicitation or other restrictive covenant set forth in any agreement between Executive and any of the LC Companies, including any covenant in Article 4 hereof, provided that if such breach is capable of remedy, Executive shall have thirty (30) days from receipt of written notification of such disregard by the Company in which to remedy such disregard; (vi) Executive’s gross negligence or willful and material misconduct with respect to any of the LC Companies or its customers, clients, contractors, and/or vendors; (vii) the coming into effect of an order, ruling, or determination by a government body, court, or self-regulatory organization that imposes a bar or disqualification on Executive from employment with the Company (either permanently or for a period exceeding 180 days); (viii) violation of any federal the Company’s policies against unlawful discrimination and harassment; (ix) Executive’s repeated alcohol or state law or regulation directly related to substance abuse while performing services for the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudCompany; or (ivx) any other willful misconduct by such Executive which is materially injurious to the financial condition abandonment or business reputation of, or is otherwise materially injurious to the Company or any gross dereliction of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductwork duties.

Cause. The term “Company may terminate the Executive's employment for "Cause” used in connection with the termination of employment ", effective as of the date of the Notice of Termination (as defined in Section 6 below) and as evidenced by a resolution adopted in good faith by two-thirds (2/3) of the entire Board, subject to the payment by the Company to the Executive shall have of the same meaning ascribed to such term benefits provided in any employment Section 7(a) hereof. A termination for Cause is a termination made because the Executive has (A) committed an act of fraud or severance agreement then in effect between Executive and embezzlement against the Company or one any affiliate thereof, or (B) a knowing and willful unauthorized disclosure of its subsidiaries orConfidential Information (as defined in Section 10 below) of the Company, if no such agreement containing which disclosure results in material damage to the Company, or (C) a definition breach of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement duties to the Company which remains uncured for 20 days continues after written notice thereof specifying the particular events or conditions which constitute the alleged breach and the specific cure requested by the Company and a reasonable opportunity to such Executive specifying in reasonable detail the nature of such breach; cure: (ii1) the willful refusal and continued failure of such Executive duty not to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving take actions which would reasonably be viewed by the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by as placing the Board, Executive's interest in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related a position adverse to the business interests of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiariesCompany, or indictment (2) the duty not to engage in self-dealing with respect to the Company's assets, properties or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraudbusiness opportunities; or (ivD) any other willful been convicted (or entered a plea of nolo contendere) for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude; or (E) engaged in intentional misconduct by such Executive as an employee of the Company, which is materially injurious to the financial condition misconduct or business reputation of, or is otherwise materially injurious violation results in material damage to the Company or any of its subsidiaries reputation and continues after written notice thereof specifying the particular events or affiliates (for conditions which constitute the avoidance of doubt, alleged misconduct or violation and the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than specific cure requested by the Company or its subsidiariesand a reasonable opportunity to cure (if such misconduct is susceptible to cure by the Executive), including, without limitation, a breach but not limited to (1) intentional violations by the Executive of written policies of the Executive’s confidentiality obligation Company, or specific directions of the Board, which policies or directives are not illegal (or do not involve illegal conduct) and do not require the Executive to violate reasonable business ethical standards, or (2) intentional violations of the Company's code of corporate conduct; or (F) failed, after written notice from the Company to render services to the Company in accordance with this Agreement or the Executive’s engagement 's position and responsibilities with the Company in any Prohibited Activity during a manner that amounts to gross neglect in the performance of his employment duties to the Company. The Company may suspend the Executive, without pay, upon the Executive's indictment for the commission of (1) a felony or (2) a crime involving fraud, dishonesty or moral turpitude. Such suspension may remain effective until such time as the indictment is either dismissed or a verdict of not guilty has been entered, at which time the Executive shall be reinstated with the Company. Upon such reinstatement, the Executive shall be entitled to payment by the Company of all Base Salary to which remains uncured for 30 days after written notice the Executive would have otherwise been entitled to such Executive specifying in reasonable detail during the nature period of such misconductsuspension.

Cause. The term “Cause” used Trust shall have the right to terminate Executive’s employment at any time upon delivery of written notice of termination for Cause (as defined below) to Executive (which notice shall specify in reasonable detail the basis upon which such termination is made), such employment to terminate immediately upon delivery of such notice unless otherwise specified by the Board of Trustees of the Trust if a majority of the Board of Trustees determines that Executive: (i) has misappropriated, stolen or embezzled funds or property from the Trust or an affiliate of the Trust or secured or attempted to secure personally any profit in connection with any transaction entered into on behalf of the termination Trust or any affiliate of the Trust, (ii) has been convicted of a felony or entered a plea of “nolo contendre” which in the reasonable opinion of the Board brings Executive into disrepute or is likely to cause material harm to the Trust’s (or any affiliate of the Trust) business, customer or supplier relations, financial condition or prospects, (iii) has, notwithstanding not less than 30 days’ prior written notice from the Board of Trustees, willfully and persistently failed to perform (other than by reason of illness or temporary disability, regardless of whether such temporary disability is or becomes total Disability, or by reason of vacation or approved leave of absence) his material duties hereunder, or (iv) has willfully violated or breached any provision of this Agreement, any material law or regulation or any written policy or code of business conduct or ethics of the Trust or iStar to the material detriment of the Trust, iStar or any affiliate of the Trust or iStar or its business. For purposes of this provision, no act or failure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that his action or omission was in the best interests of the Trust, prior to the Effective Time of the Merger, and iStar thereafter. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for iStar 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 Trust. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the same meaning ascribed Executive a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to such term in any employment or severance agreement then in effect between the Executive and the Company or one Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, the Executive was guilty of the conduct set forth in writingclause (i), specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (ii), (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to hereof, and specifying the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used particulars thereof in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdetail.

Cause. The term Employee’s employment may be terminated at any time by the Company for Cause (as defined below) or Without Cause (as defined below). For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a material breach by such Executive the Employee of any material provision of his material obligations under this Agreement or any employment agreement which remains uncured for 20 Agreement, which, if curable, is not cured within ten (10) days after the Employee’s receipt from the Company of written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (includingany conduct, without limitation, full cooperation in any audit action or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered behavior by the BoardEmployee, whether or not in writing, specifically identifying connection with the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries)Employee’s employment, including, without limitation, the commission of any felony or a lesser crime involving dishonesty, fraud, misappropriation, theft, wrongful taking of property, embezzlement, bribery, forgery, extortion or other crime of moral turpitude, that has or may reasonably be expected to have a material adverse effect on the reputation or business of the Company, Holdings, or their respective subsidiaries and affiliates (the “Company Group”) or which results in gain or personal enrichment of the Employee to the detriment of the Company Group; (iii) a governmental authority, including, without limitation, the Environmental Protection Agency or the Food and Drug Administration, has prohibited the Employee from working or being affiliated with the Company Group or the business conducted thereby; (iv) the commission of any act by the Employee of gross negligence or malfeasance, or any willful violation of law, in each case, in connection with the Employee’s performance of his duties with the Company Group; (v) performance of the Employee’s duties in an unsatisfactory manner after a written warning and a ten (10) day opportunity to cure or failure to observe material policies generally applicable to employees after a written warning and a ten (10) day opportunity to cure; (vi) breach of the ExecutiveEmployee’s confidentiality obligation duty of loyalty to the Company Group; (vii) chronic absenteeism; (viii) substance abuse, illegal drug use or habitual insobriety; or (ix) violation of obligations of confidentiality to any third party in the Executivecourse of providing services to the Company Group. “Without Cause” shall mean a termination by the Company of the Employee’s engagement in employment during the Employment Period for any Prohibited Activity during his employment with the Companyreason or under any circumstances other than a termination based upon Cause, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdeath or Disability.

Cause. The term “Cause” used Subject to Executive’s failure to cure a breach in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive manner and time described below, the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of may terminate Executive’s employment only because for Cause immediately. As used in this Agreement, the Board determines that one or more of term “for Cause” shall be limited to a termination for the following events have occurredacts by Executive: (i) any act misappropriation or omission that constitutes a material breach by such Executive embezzlement of any of his material obligations under this Agreement the funds or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business property of the Company or any of its subsidiariessubsidiary, material violation falsification of any policies Company or subsidiary documents or records or any unauthorized attempt by the Executive to take any business or business opportunities of the Company and/or its subsidiaries, or indictment any subsidiary for his or conviction of such Executive her own personal gain; (ii) Executive’s failure or inability to perform any material duties contemplated by this Agreement for a felonyperiod of thirty (30) days, except in the event that the Executive is determined to have a Disability (as defined in Section 9(d)) or conviction in the event of such Executive Executive’s death; (iii) grossly negligent, reckless or willful misconduct or insubordination in connection with Executive’s performance of any willful perpetration of a common law fraudhis duties; or (iv) any other willful misconduct material breach by such Executive which is materially injurious to of any agreement (including this Agreement or the financial condition Confidentiality Agreement (as defined in Section 11)) between Executive and the Company; (v) Executive’s conviction (including any plea of guilty or business reputation ofnolo contendere) of any felony, any misdemeanor involving dishonesty or fraud, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies criminal act that impairs or could impair Executive’s ability to perform his or her duties; (vi) the Executive’s material violation of Vestar other than the Company or its subsidiaries)policies, including, without limitation, policies on prohibition of unlawful harassment or (vii) any illegal drug or illegal substance abuse, illegal drug or illegal substance addiction, or chronic addiction to alcohol on the part of Executive, other than any use of medication prescribed by a breach doctor. The determination of Cause shall be made by HemaCare’s President and Chief Executive Officer in her reasonable discretion. Anything herein to the contrary notwithstanding, as to any termination based upon clause (iii) above, the Company shall give the Executive written notice prior to terminating this Agreement of the Executive’s confidentiality obligation employment, setting forth a general description of the grounds for termination and the conduct required to cure such grounds for termination. The Executive shall have thirty (30) days from the receipt of such notice within which to cure any such grounds for termination to the Company or the Executive’s engagement in any Prohibited Activity during his employment with satisfaction of the Company, which remains uncured for 30 days after written notice to such Executive specifying shall be determined by the Company in its reasonable detail the nature of such misconductdiscretion.

Cause. The term “Company may terminate the Officer’s employment hereunder for Cause” used . The following shall constitute Cause: (i) the willful and continued failure by the Officer to substantially perform his/her duties or discharge his/her responsibilities to the Company, or to follow the reasonable requests of his/her supervisor to undertake actions falling within the scope of such duties and responsibilities; or (ii) any fraudulent or intentional misconduct by the Officer that causes or might reasonably be expected to cause material reputational, financial or other harm to the Company, or any improper or grossly negligent failure by the Officer, including in a supervisory capacity, to identify, escalate, monitor or manage, in a timely manner and as reasonably expected, risks that cause or might reasonably be expected to cause material reputational, financial or other harm to the Company; or (iii) any conduct that violates the covenants set forth in Sections 5, 6 and 7 hereof, or violates requirements of the Company embodied in its employee policies adopted from time to time including, but not limited to, policies directed to ethical business conduct, xxxxxxx xxxxxxx, anti-corruption, harassment, and other policies proscribing or prohibiting conduct as an employee of the Company; or (iv) the Officer becomes subject to a suspension or debarment proceeding, or related investigations, conducted in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment actual or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive suspected violations of any United States Government procurement laws or regulations, or is for any other reason ineligible to participate in the discussion, negotiation and entering into of his material obligations under this Agreement contracts with respect to United States government procurement, or fails to obtain or maintain any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) professional license reasonably required of him (except termination due for the Officer lawfully to death perform his/her duties and responsibilities. No act, or permanent disability) after demand for performance is delivered by failure to act, on the BoardOfficer’s part shall be considered “willful” unless done, in writingor omitted to be done, specifically identifying the manner in which the Board not in good faith determines and without reasonable belief that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal the action or state law or regulation directly related to omission was in the business best interest of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement Company. The Officer shall not be construed deemed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, have been terminated for Cause without limitation, a breach of the Executive’s confidentiality obligation delivery to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after Officer of a written notice to such Executive of termination from the CEO specifying in reasonable detail the nature of such misconductgrounds for Cause.

Cause. The term Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause. “Cause” used in connection with the termination shall mean, for purposes of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredthis Agreement: (i) any act or omission that constitutes a material breach the continued failure by such Executive of any of his material obligations to substantially perform Executive’s duties under this Agreement (other than any such failure resulting from Disability or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature other allowable leave of such breachabsence); (ii) the willful refusal and continued failure criminal felony indictment (or non-U.S. equivalent) of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required by a court of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecompetent jurisdiction; (iii) conviction of such the engagement by Executive of any willful and in misconduct that has caused, or, is reasonably likely to cause, material violation of any federal harm (financial or state law or regulation directly related otherwise) to the business Company, including (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company, (B) the debarment of the Company by the U.S. Food and Drug Administration or any of its subsidiariessuccessor agency (the “FDA”) or any non-U.S. equivalent, material violation of any policies or (C) the registration of the Company and/or its subsidiaries, or indictment or conviction with the U.S. Drug Enforcement Administration of such any successor agency (the “DEA”) being revoked; (iv) the debarment of Executive for a felony, or conviction of such by the FDA; (v) the continued material breach by Executive of this Agreement; (vi) any willful perpetration material breach by Executive of a common law fraudCompany policy; (vii) any breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), (iv) any other willful misconduct by such and (vii) above), the Company must deliver a written demand to Executive which is materially injurious specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct, events or circumstances, and Executive must have failed to the financial condition or business reputation of, or is otherwise materially injurious cure such conduct (if curable) within thirty (30) days after such demand. References to the Company or any in subsections (i) through (viii) of its subsidiaries or this paragraph shall also include affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term Company may terminate this Agreement and the Executive’s employment hereunder for Cause. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredmean: (i) any act or omission that constitutes a of material breach by such Executive insubordination on the part of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachExecutive; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered engaging by the BoardExecutive in misconduct, in writingincluding but not limited to, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction any type of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive sexual harassment which is materially injurious to the financial condition or business reputation of, or is otherwise materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates affiliates, monetarily or otherwise; (for the avoidance iii) any conviction of, or plea of doubtguilty or nolo contendere to, the term “affiliate” as used in this Agreement shall not be construed Executive with respect to include any other portfolio companies of Vestar a felony (other than a traffic violation); (iv) the commission (or attempted commission) of any act of fraud or dishonesty by the Executive which is materially detrimental to the business or reputation of the Company or any of its subsidiaries)divisions, including, without limitation, subsidiaries or affiliates; (v) the engaging by the Executive in an act or series of acts constituting misconduct resulting in a breach misstatement of the Company’s financial statements due to material non-compliance with any financial reporting requirement within the meaning of Section 304 of The Sarbanes Oxley Act of 2002; (vi) the Executive’s confidentiality obligation breach of any of the covenants set forth in Article IV of this Agreement; or (vii) the Executive’s refusal to follow reasonable and lawful directives of the Board of Directors or the Chief Executive Officer without a valid reason for such refusal. The right of the Company to terminate this Agreement for “Cause” shall be distinct from and shall not limit any remedies available under law to the Company or for a material breach by the Executive’s engagement in any Prohibited Activity during Executive of his employment obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this paragraph. Executive shall be given written notice by the Company of its intention to terminate him for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within 90 days of the Company, which remains uncured for 30 's learning of such act or acts or failure or failures to act. Executive shall have 20 days after the date that such written notice has been given to him in which to cure such conduct, to the extent such cure is possible. If he fails to cure such conduct, Executive specifying in reasonable detail shall then be entitled to a hearing before the nature Board of Directors (the “Board”). Such hearing shall be held within 25 days of such misconductnotice to Executive, provided he requests such hearing within 10 days of the written notice from the Company of the intention to terminate him for Cause. If, within five days following such hearing, Executive is furnished written notice by the Board confirming that, in its judgment, grounds for Cause on the basis of the original notice exist, he shall thereupon be terminated for Cause.

Cause. The term Company shall have the right to terminate Executive’s employment for Cause, and such termination in and of itself shall not be, nor shall it be deemed to be, a breach of this Agreement. For purposes of this Agreement, “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act habitual drug or omission that constitutes a material breach by such alcohol use which impairs the ability of Executive of any of to perform his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breachduties hereunder; (ii) Executive’s conviction during the willful refusal and continued failure Employment Period by a court of such Executive competent jurisdiction, or a pleading of “no contest” or guilty to substantially perform a felony or the material duties equivalent if outside the United States; (includingiii) Executive’s engaging in fraud, without limitation, full cooperation in embezzlement or any audit or investigation involving other illegal conduct with respect to the Company and/or its subsidiarieswhich acts are materially harmful to, either financially, or to the business reputation of, the Company or any other member of the Group; (iv) reasonably required Executive willfully violating the Restrictive Covenants set forth in Section 9 of him this Agreement; (except termination due v) Executive’s willful failure or refusal to death perform his duties hereunder (other than such failure caused by Executive’s Disability or permanent disability) while on vacation), after a written demand for performance is delivered to Executive by the Board, in writing, Board that specifically identifying identifies the manner in which the Board in good faith determines believes that such Executive has not performed his material obligations and such Executive fails failed or refused to perform as required his duties; (vi) Executive otherwise breaches any material provision of this Agreement or any Group policies related to conduct which is not cured, if curable, within 20 10 days after such demand written notice thereof; or (vii) Executive’s willful misconduct which is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, employment relationship and which has a material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to and detrimental effect on the Company or the Group. No act or failure to act by Executive shall be deemed “willful” unless done, or omitted to be done, (i) by Executive not in good faith and (ii) without a reasonable belief that his action or omission was in the best interest of the Company. However, acts or failures to act will not be deemed to be “willful” if Executive is specifically directed to take (or not take) such action by the Board, unless Executive in good faith believes such directives are illegal and Executive promptly notifies the Board thereof. The Company shall have the right to suspend Executive with pay in order to investigate any event which it reasonably believes may provide a basis to terminate Executive’s engagement in any Prohibited Activity during employment for Cause and such action shall not give Executive Good Reason to terminate his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductemployment.

Cause. The term “Cause” used in connection with Thirty (30) days after written notice by the Company to the Executive of a termination of employment of for Cause if the Executive shall have failed to cure or remedy such matter, if curable, within such thirty (30) day period. In the same meaning ascribed to event that the basis for Cause is not curable, then such term in any thirty (30) day cure period shall not be required, and such termination shall be effective on the date the Company delivers notice of such termination for Cause. “Cause” shall mean the Company’s termination of the Executive’s employment or severance agreement then in effect between Executive and with the Company or one any of its subsidiaries or, if no such agreement containing as a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredresult of: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement fraud, embezzlement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature willful act of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered dishonesty by the Board, Executive in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal connection with or state law or regulation directly related relating to the business of Executive’s employment with the Company or any of its subsidiaries; (ii) theft or misappropriation of property, material violation of any policies of information or other assets by the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to in connection with the financial condition or business reputation of, or is otherwise materially injurious to Executive’s employment with the Company or any of its subsidiaries which results in or affiliates could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iii) the Executive’s conviction, guilty plea, no contest plea, or similar plea for any felony or any crime that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (iv) the Executive’s use of alcohol or drugs while working that materially interferes with the ability of Executive to perform the Executive’s material duties hereunder; (v) the Executive’s material breach of a material Company policy, or material breach of a Company policy that results in or could reasonably be expected to result in material loss, damage or injury to the Company and its subsidiaries, their goodwill, business or reputation; (vi) the Executive’s material breach of any of his obligations under this Agreement; or (vii) the Executive’s repeated insubordination, or refusal (other than as a result of a Disability or physical or mental illness) to carry out or follow specific reasonable and lawful instructions, duties or assignments given by the CEO which are consistent with Executive’s position with the Company; provided, that, for clauses (i) – (vii) above, the Company delivers written notice to Executive of the condition giving rise to Cause within ninety (90) days after the Company becomes aware of its initial occurrence. For avoidance of doubt, the term Executive being deemed an Unsuitable Person, as defined in that certain Amended and Restated Articles of Incorporation of the Company as in effect on the Effective Date (an “affiliate” as used in this Agreement Unsuitable Person”), shall not be construed to include independently constitute Cause (but any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation circumstances giving rise to the Company or Executive being deemed an Unsuitable Person shall constitute Cause to the Executive’s engagement extent such circumstances are grounds provided in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductclauses (i) – (vii) above).

Cause. The term Company may terminate Executive’s employment during the Employment Period for Cause or without Cause. For purposes of this Agreement, a termination shall be considered to be for “Cause” used if it occurs in connection conjunction with a good faith determination by the termination Board, after following the substantive and procedural provisions and applying the standard of employment review set forth on Exhibit A to this Agreement, that any of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of following has occurred: (i) Executive’s employment only because conviction of or plea of nolo contendere to a felony or other crime involving fraud, dishonesty or moral turpitude; (ii) Executive’s misconduct in the Board determines performance of his or her duties which results in a material adverse effect to the Company; (iii) Executive’s violation or disregard of the code of business conduct which results in a material adverse effect to the Company; (iv) Executive’s violation or disregard of a Company policy, standard or process which results in a material adverse effect to the Company; or (v) Executive’s habitual or gross neglect of duties; provided, however, that for purposes of clauses (ii) and (v), Cause shall not include any one or more of the following events have occurred: following: (iA) bad judgment or negligence, other than Executive’s habitual neglect of duties or gross negligence; (B) any act or omission believed by Executive in good faith, after reasonable investigation, to have been in or not opposed to the interest of the Company (without intent of Executive to gain, directly or indirectly, a profit to which Executive was not legally entitled); (C) any act or omission with respect to which a determination could properly have been made by the Board that constitutes a material breach by such Executive had satisfied the applicable standard of conduct for indemnification or reimbursement under the Company’s by-laws, any of his material obligations under this Agreement applicable indemnification agreement, or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying applicable law, in reasonable detail each case as in effect at the nature time of such breachact or omission; or (D) after the Effective Date, failure to meet performance goals, objectives or measures following good faith efforts to meet such goals, objectives or measures; and further provided that, for purposes of clauses (ii) the willful refusal and continued through (v) if an act, or a failure of such to act, which was done, or omitted to be done, by Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines and with a reasonable belief, after reasonable investigation, that such Executive has not performed his material obligations and such Executive fails Executive’s act, or failure to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to act, was in the business best interests of the Company or any of its subsidiarieswas ADMIN/21794887v3 required by applicable law or administrative regulation, material violation of any policies of the Company and/or its subsidiariessuch breach shall not constitute Cause if, or indictment or conviction within 10 business days after Executive is given written notice of such breach that specifically refers to this Section 5(b), Executive for a felony, or conviction of cures such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious breach to the financial condition fullest extent that it is curable. With respect to the above definition of “Cause,” no act or business reputation of, conduct by Executive will constitute “Cause” if Executive acted: (i) in accordance with the instructions or is otherwise materially injurious to advice of counsel representing the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall there was a conflict such that Executive could not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment consult with counsel representing the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductor (ii) as required by legal process.

Cause. The term Company may terminate Executive’s employment for Cause (as defined below), effective as of the date of the Notice of Termination (as defined in Section 7 below) that notifies Executive of Executive’s termination for Cause and as evidenced by a resolution adopted by at least two-thirds of the independent members of the Board. “Cause” used in connection with the termination shall mean, for purposes of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurredthis Agreement: (i) any act or omission that constitutes a material breach the continued failure by such Executive to use good faith efforts in the performance of any of his material obligations Executive’s duties under this Agreement (other than any such failure resulting from Disability, illness or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature other allowable leave of such breachabsence); (ii) the willful refusal and continued failure criminal felony indictment (or non-U.S. equivalent) of such Executive to substantially perform the material duties (including, without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required by a court of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madecompetent jurisdiction; (iii) conviction of such the engagement by Executive of any willful and in misconduct that has caused, or, is reasonably likely to cause, material violation of any federal harm (financial or state law or regulation directly related otherwise) to the business Company, including, without limitation (A) the unauthorized disclosure of material secret or Confidential Information (as defined in Section 10(d) below) of the Company or any of its subsidiariesaffiliates, material violation (B) the debarment of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries affiliates by the U.S. Food and Drug Administration or affiliates any successor agency (for the avoidance “FDA”) or any non-U.S. equivalent, or the debarment, suspension or other exclusion of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or any of its subsidiariesaffiliates by any other governmental authority, or (C) the revocation, suspension or denial of any registration, license, or other governmental authorization of the Company or any of its affiliates, including any registration of the Company or any of its affiliates with the U.S. Drug Enforcement Administration or any successor agency (the “DEA”) and any registration or marketing authorization of the FDA or any non-U.S. equivalent; (iv) the debarment of Executive by the FDA or the debarment, suspension or other exclusion of Executive by any other governmental authority; (v) the continued material breach by Executive of this Agreement; (vi) any material breach by Executive of a Company policy; (vii) any material breach by Executive of a Company policy related to sexual or other types of harassment or abusive conduct, which breach is injurious to the Company; or (viii) Executive making, or being found to have made, a certification relating to the Company’s financial statements and public filings that is known to Executive to be false. Notwithstanding the foregoing, prior to having Cause for Executive’s termination (other than as described in clauses (ii), including(iv) and (vii) above), without limitation, the Company must deliver a breach written demand to Executive which specifically identifies the conduct that may provide grounds for Cause within ninety (90) calendar days of the Company’s actual knowledge of such conduct, events or circumstances. During the thirty (30) day period after receipt of such demand, Executive shall have an opportunity to cure or remedy such conduct, events or circumstances and present Executive’s confidentiality obligation case to the full Board (with the assistance of counsel chosen by Executive) before any termination for Cause is finalized by a vote by at least two-thirds of the independent members of the Board at a meeting of the Board called and held for such purpose. References to the Company or the Executive’s engagement in any Prohibited Activity during his employment with subsections (i) through (viii) of this paragraph shall also include affiliates of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term “Company or Pacer may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for Cause” used , effective as of the date (the "Termination Date") of written notice (the "Termination Notice") to the Executive specifying the nature of such Cause (or, if the termination is pursuant to Section 7(a)(i), the Termination Date shall be the last day of the applicable cure period if Executive has not cured the action or actions set forth in the Termination Notice). For purposes of this Agreement, "Cause" shall mean if the Executive (i) fails or refuses to act in any material respect in accordance with the reasonable directions of the Board of Directors or Chief Executive Officer of Pacer or the Company in a manner that would constitute an act of insubordination or is in continuing, willful, material breach of this Agreement; provided, however, that in such case the Company or Pacer shall give Executive a Termination Notice specifying the directions the Executive failed to follow or the material breach of this Agreement, and the Executive shall have a reasonable period of time after the date of the notice to cure such action; (ii) has been convicted of a felony; or (iii) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment. During the termination cure period referred to in subsection (i), the Board of Directors of Pacer or the Company may cause the Company and Pacer to suspend the employment of the Executive hereunder if the Executive's continued presence at the Company or Pacer is deemed to have a potential negative affect on the Company or Pacer as determined in good faith by the Board of Directors of Pacer or the Company in its sole determination. If the Executive has not cured such action within the specified cure period, the employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and be terminated by the Company or one of its subsidiaries or, if no such agreement containing a definition of “for Cause” is then in effect, shall mean . If the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under hereunder is terminated pursuant to this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform the material duties (includingSection 7(a), without limitation, full cooperation in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material and Pacer shall have no further obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of Executive hereunder after the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar Termination Date other than the Company payment of accrued Base Salary, vacation and bonuses granted but unpaid under Sections 4 and 5(a)(i) hereof through the Termination Date, or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductexcept as otherwise provided by law.

Cause. The term “Cause” used in connection with the termination Notwithstanding any other provisions of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries orthis Agreement, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Bank and/or Corporation may terminate Executive’s employment only because the Board determines that one or more of the following events hereunder for “Cause.” As used in this Agreement, Bank and/or Corporation shall have occurredCause to terminate Executive’s employment hereunder upon: (i) any act the willful failure by Executive to substantially perform his duties hereunder (other than a failure resulting from Executive’s incapacity because of physical or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying mental illness, as provided in reasonable detail the nature of such breachSection 12(b) hereof); (ii) the willful refusal and continued failure of such engaging by Executive in misconduct injurious to substantially perform the material duties (including, without limitation, full cooperation in any audit Corporation or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is madeBank; (iii) conviction of such the willful violation by Executive of any willful and material the provisions of Sections 3, 8, 9 or 11 hereof; (iv) the dishonesty or gross negligence of Executive in the performance of his duties; (v) the breach of Executive’s fiduciary duty involving personal profit; (vi) the violation of any federal or state law law, rule or regulation directly related governing banks or bank officers or any final cease and desist order issued by a bank regulatory authority; (vii) conduct on the part of Executive which brings public discredit to Corporation or Bank; (viii) unlawful discrimination by Executive, including harassment against Corporation’s or Bank’s employees, customers, business associates, contractors or visitors; (ix) theft or abuse by Executive of Corporation’s or Bank’s property or the property of Corporation’s or Bank’s customers, employees, contractors, vendors or business associates; (x) failure of Executive to follow the good faith lawful instructions of the Company Board of Directors of Corporation or Bank with respect to its operations and a failure to cure such violation within five (5) working days of notice from the Board of Directors of such failure; (xi) the direction or recommendation of a state or federal bank regulatory authority to remove Executive’s position with Corporation and/or Bank as identified herein; (xii) any of its subsidiariesfinal removal or prohibition order to which Executive is subject, material violation of any policies by a federal banking agency pursuant to Section 8(e) or Section 8(g) of the Company and/or its subsidiariesFederal Deposit Insurance Act, or indictment or a state banking agency pursuant to Pennsylvania Law; (xiii) Executive’s conviction of such Executive for or plea of guilty or nolo contendere to a felony, crime of falsehood or conviction a crime involving moral turpitude, or the actual incarceration of such Executive; (xiv) any act of fraud, misappropriation or personal dishonesty; (xv) insubordination; (xvi) misrepresentation of a material fact, or omission of information necessary to make the information supplied not materially misleading, in an application or other information provided by Executive to Bank or Corporation or any representative of Bank or Corporation in connection with Executive’s employment with Bank or Corporation; (xvii) the existence of any willful perpetration material conflict between the interests of a common law fraudCorporation and Executive that is not disclosed in writing by Executive to Bank or Corporation and approved in writing by the Board of Directors of Bank or Corporation; or (ivxviii) any other willful misconduct an action by such Executive which that is materially injurious clearly contrary to the financial condition best interests of Bank or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductCorporation.

Cause. The term “Cause” used in connection with In the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of event Executive’s employment only because is terminated for Cause, the Board determines that one or more of the following events have occurred: (i) Company shall be released from any act or omission that constitutes a material breach by such Executive of any of his material and all further obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice subject to such Executive specifying in reasonable detail the nature provisions of such breach; (ii) the willful refusal and continued failure Section 13 herein concerning Arbitration of such Executive to substantially perform the material duties (includingdisputes, without limitation, full cooperation in any audit or investigation involving except the Company and/or its subsidiaries) reasonably required shall be obligated to pay Executive his Base Salary, reimbursable expenses and benefits owing to Executive through the Termination Date (any vested retirement benefits of him (except termination due to death or permanent disability) after demand for performance is delivered Executive shall be payable in accordance with such plans). Termination by the BoardCompany for “Cause” shall mean (i) Executive’s conviction by a court (or plea of guilty, in writingno contest, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iiideferred adjudication or probation) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiariesof, material violation of any policies of the Company and/or its subsidiariesto, or indictment or conviction of such Executive for a felony, or conviction any crime involving theft, fraud, dishonesty, embezzlement, or any other crime which involves immoral conduct or actions likely to harm the reputation of such the Company, whether or not committed in the course of performing services for the Company; (ii) Executive’s breach of any fiduciary duty to the Company; (iii) material act(s) or omission(s) taken by Executive in connection with his employment which are dishonest or fraudulent; (iv) the commission by Executive of any willful perpetration material actions in violation of a common law fraud; the written rules, policies, ethical standards or (iv) any other willful misconduct codes of conduct of the Company or Affiliates, conduct by such Executive that is insubordinate or involves repeated absenteeism, or Executive’s performance of his duties hereunder which is materially injurious deemed to be unsatisfactory job performance either in the financial condition manner of fulfillment of such duties or business reputation ofthe results achieved, but only after written warning to Executive advising him of the deficiencies in job performance and/or objectives and describing the improvement needed; (v) conduct by Executive giving rise to a claim by another employee of unlawful harassment or discrimination, which claim, after a complete and diligent investigation, would lead a reasonable person to conclude that Executive has violated state or federal discrimination laws, in a manner which would reasonably and customarily require the discharge of an executive employee; (vi) conduct by Executive, or is otherwise materially injurious Executive’s failure to act giving rise to Legitimate Claims by any persons that the Company or any of its subsidiaries is in violation of any federal, state or affiliates local civil or criminal statute or act (for the avoidance of doubt, the term “affiliateLegitimate Claims” as used shall mean conduct by the Executive, or Executive’s failure to act, undertaken in this Agreement shall not be construed dereliction of his duties, gross negligence or without a good-faith belief in the lawfulness of such action resulting in any claims, allegations or assertions which, in the reasonable opinion of the Company (after a diligent investigation of the facts), have substantial merit and which would reasonably and customarily require the discharge of an executive employee; (vii) Executive’s disregard of the lawful and reasonable directives of the CEO or Board communicated to include any other portfolio companies Executive; (viii) Executive’s failure to maintain the privacy of Vestar other than Confidential Information of the Company or its subsidiaries), including, without limitation, Affiliates except for such disclosure in connection with the good faith performance of Executive’s duties or as may be required by subpoena or in connection with any allegation of wrongdoing; (ix) a breach by Executive of any covenant or agreement between Executive and the Company set forth in Sections 4 and 5 hereof; or (x) the Company is temporarily or permanently enjoined from employing Executive, or a court otherwise orders the Company to cease employing Executive, or the Company determines in its reasonable discretion that it is in the best interests of the Company and/or its employees, officers or directors that Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company be terminated due to restrictions or covenants to which Executive agreed with a prior entity which is likely to impact Executive’s ability to timely perform his duties herein on behalf of the Company. Provided, which remains uncured for 30 however, that the Company shall not terminate the employment of the Executive as a result of the alleged events described in clauses (iv) or (vii) above unless the Company provides the Executive written notice and the Executive thereafter fails to cure such event (if in the reasonable determination of the Company such matters are curable), within thirty (30) days after written notice to such Executive specifying in reasonable detail the nature receipt of such misconductnotice.

Cause. The term following shall constitute “Cause” used in connection with the for termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more of the following events have occurred: your employment: (i) the material failure by you to perform your duties (other than any act such failure resulting from your incapacity due to physical or omission that constitutes a material breach by such Executive mental illness) that, if capable of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 being cured, has not been cured within ten (10) days after written notice to such Executive specifying you setting forth in reasonable detail the nature of such breachmanner in which you have not performed your duties; or (ii) the willful refusal and continued failure conviction of such Executive or plea of guilty or nolo contendere to substantially perform the material duties (includinga felony or any other crime involving dishonesty, without limitation, full cooperation in any audit fraud or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is mademoral turpitude; or (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious deliberate dishonesty with respect to the Company or any of its subsidiaries affiliates; or affiliates September 13, 2023 Page 4 of 12 (for iv) being found liable in any Securities and Exchange Commission or other civil or criminal securities law action, or the avoidance entry of doubtany cease and desist order with respect to such action (regardless of whether or not you admit or deny liability); or (v) breach of your fiduciary duties to the Company which may reasonably be expected to have a material adverse effect on the Company; or (vi) obstructing or impeding, or failing to materially cooperate with, any investigation authorized by the term “affiliate” as used in this Agreement shall Board or any governmental or self regulatory entity; or (vii) violation of any nondisclosure, nonsolicitation, non-hire, or noncompete agreement or policy that is applicable to you, including but not limited to the Non-Compete, which violation may reasonably be construed expected to include any other portfolio companies of Vestar other than have a material adverse effect on the Company or its subsidiaries), reputation; or (viii) violation of any policy of the Company that is generally applicable to all employees or officers of the Company including, without limitationbut not limited to, policies concerning insider xxxxxxx, xxxxxxace violence, discrimination, or sexual harassment, or the Company’s code of conduct, that you know or reasonably should know could reasonably be expected to result in a breach material adverse effect on the Company or its reputation; or (ix) willful action or gross negligence that results in any restatement of earnings of the Executive’s confidentiality obligation Company; or (x) unlawful conduct pertaining to the Company or any of its affiliates involving a criminal act; material or conscious falsification or unauthorized disclosure of important records or reports; embezzlement or unauthorized conversion of property; violation of conflict of interest or vendor relations policies, willful disclosure of significant trade secrets or other information likely to be used to the Executive’s engagement in any Prohibited Activity during his employment with detriment of the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconduct.

Cause. The term “Cause” used in connection with the termination of employment of the Executive shall have the same meaning ascribed to such term in any employment or severance agreement then in effect between Executive and the Company or one obligations of its subsidiaries or, if no such agreement containing a definition of “Cause” is then in effect, the Companies under this Agreement may be terminated by the RT Board at any time for "cause" (as hereinafter defined). Termination for "cause" shall mean the termination of Executive’s employment only because the Board determines that for any one or more of the following events have occurredreasons: (iA) any act or omission that constitutes a material breach misappropriation by such the Executive of any corporate funds, (B) conviction of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such the Executive specifying in reasonable detail of a felony, (C) willful failure by the nature of such breach; (ii) the willful refusal and continued failure of such Executive to substantially perform devote his full business time to the material duties Companies, (includingD) employment of the Executive by any person other than the Companies except as otherwise permitted herein, without limitation, full cooperation in any audit (E) willful or investigation involving grossly negligent violation by the Company and/or its subsidiaries) reasonably required Executive of him (except termination due to death or permanent disability) after demand for performance is delivered by directions of the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations (F) gross and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such the Executive which is materially injurious resulting in material damage (monetarily or otherwise) to the financial condition or business reputation ofCompanies, or is otherwise materially injurious to (G) material breach of this Agreement. Notwithstanding anything herein, upon prior approval of the Company or any of its subsidiaries or affiliates (for the avoidance of doubtBoard, the term “affiliate” Executive may serve on a less than full time basis as used a director, officer or agent of non-profit corporations, or as a director of for-profit corporations, not engaged in this Agreement the Business (as hereinafter defined in Section 5), and such service shall not be construed deemed "cause". Such approval shall be deemed given if the Executive provides written notice of intent to include serve in any other portfolio companies such capacity to the Board and does not receive written directions not to serve from the Board within fourteen (14) days of Vestar other than such notice of intent to serve. If the Company Companies at any time terminate this Agreement for "cause," the Executive shall be entitled to all compensation, including the Bonus amount which is accrued and due and payable to him, at the date of termination, and all incidental benefits from the Companies provided hereunder. Timely written notice of any actions, acts, omissions, failures or its subsidiaries)refusals to act, including, without limitation, a breach or events which may or will give rise to the termination of the Executive’s confidentiality obligation Executive for cause shall be provided to the Company or Executive. Thereafter, if the Companies elect to terminate this Agreement for "cause," it shall do so by giving written notice thereof to the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail shall set forth the nature effective date of such misconducttermination.

Cause. The term “Company may terminate the Executive's employment during the Employment Period for Cause” used in connection . For purposes of this Agreement, "Cause" shall mean the Executive's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, willful failure to perform stated duties including, without limitation, the legitimate directions of the Board of Directors consistent with the termination Executive's position as Executive Vice President, General Counsel and Chief Operating Officer, willful violation of any law, rule or regulation (other than traffic violations or similar offenses) or final cease-and-desist order, or willful material breach of any provision of this Agreement. Without limiting the foregoing, drunkenness or abuse of any controlled substance or excessive absenteeism not related to illness shall constitute a material breach of this Agreement. To the extent that you unintentionally violate this Agreement or written policies, standards and regulations of the Company, such violation shall not, by itself, constitute "cause" under this paragraph unless (i) it results in material harm to the Company or its subsidiaries; or (ii) if curable, it shall continue uncured for five business days after written notice thereof from the Company to you; or (iii) it recurs after you have received actual notice of the same or substantially similar violation; or (iv) it is part of a pattern of violations evidencing a disregard of the Executive's duties and obligations under this Agreement and as the Executive Vice President, General Counsel and Chief Operating Officer. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company 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 Company. After the Effective Date, the cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the same meaning ascribed Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice is provided to such term in any employment or severance agreement then in effect between the Executive and the Company or one of its subsidiaries orExecutive is given an opportunity, if no such agreement containing a definition of “Cause” is then together with counsel, to be heard before the Board), finding that, in effect, shall mean the termination of Executive’s employment only because the Board determines that one or more good faith opinion of the following events have occurred: Board, the Executive is guilty of the conduct described in subparagraph (i) any act or omission that constitutes a material breach by such Executive of any of his material obligations under this Agreement or any employment agreement which remains uncured for 20 days after written notice to such Executive specifying in reasonable detail the nature of such breach; (ii) above, and specifying the willful refusal and continued failure of such Executive to substantially perform the material duties (including, without limitation, full cooperation particulars thereof in any audit or investigation involving the Company and/or its subsidiaries) reasonably required of him (except termination due to death or permanent disability) after demand for performance is delivered by the Board, in writing, specifically identifying the manner in which the Board in good faith determines that such Executive has not performed his material obligations and such Executive fails to perform as required within 20 days after such demand is made; (iii) conviction of such Executive of any willful and material violation of any federal or state law or regulation directly related to the business of the Company or any of its subsidiaries, material violation of any policies of the Company and/or its subsidiaries, or indictment or conviction of such Executive for a felony, or conviction of such Executive of any willful perpetration of a common law fraud; or (iv) any other willful misconduct by such Executive which is materially injurious to the financial condition or business reputation of, or is otherwise materially injurious to the Company or any of its subsidiaries or affiliates (for the avoidance of doubt, the term “affiliate” as used in this Agreement shall not be construed to include any other portfolio companies of Vestar other than the Company or its subsidiaries), including, without limitation, a breach of the Executive’s confidentiality obligation to the Company or the Executive’s engagement in any Prohibited Activity during his employment with the Company, which remains uncured for 30 days after written notice to such Executive specifying in reasonable detail the nature of such misconductdetail.