Common use of Cause Clause in Contracts

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. 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 the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the ExecutiveEmployee’s employment at and all of Employee’s rights to receive Base Salary and any time Additional Benefits hereunder for Cause. For purposes of this Agreement, the term “Cause” shall mean be defined as any of the following; provided, however, that the Company must determine the presence of such Cause in good faith: (i) Willful misconduct by Employee which materially and demonstrably injures the willful Company, including (1) Employee’s material breach of any material duties and continued failure responsibilities under this Agreement (other than as a result of the Executive incapacity due to perform substantially the ExecutiveEmployee’s duties with Disability), (2) Employee’s commission of a material act of fraud upon the Company or one (3) Employee’s immoderate use of its subsidiaries (alcoholic beverages or narcotics or other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or substance abuse; (ii) the willful Employee willfully engaging in conduct specifically prohibited by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company’s written policies, including, without limitation, unlawful harassment of any other Company or its affiliates, or employee. (iii) the Employee’s conviction of a felony by, or entry of a plea of guilty or nolo contendere plea in, a court of competent and final jurisdiction for a felony or any crime which materially adversely affects the Company and/or its reputation in the community and which involves moral turpitude or is punishable by imprisonment in the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementjurisdiction involved. For purposes of this provisionSection 5, no act or failure to act on the part of the Executive Employee shall be considered “willful” unless it is done, or omitted to be done, by the Executive Employee in bad faith or and without reasonable belief by Employee that the Executive’s act such action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive Employee shall not be deemed to be terminated for Cause unless and until there shall have been delivered pursuant to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph clauses (i), (ii), ) and (iii) or (ivof this Section 5(c) above, unless and specifying until Employee has received notice of a proposed termination for Cause and Employee has had an opportunity to be heard before at least a majority of members of the particulars thereof in detailBoard.

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) the continued and willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s dutiesduties and a reasonable time for such substantial performance has elapsed since delivery of such demand, or or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chairman of the Board or a senior executive officer of the Company 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. The cessation of employment Following a Change in Control (as defined herein), the Company’s termination of the Executive Executive’s employment shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the such Board), finding that, in the good faith opinion of the such Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) a willful act of personal dishonesty taken by the willful Employee in connection with his responsibilities as an employee and continued failure intended to result in substantial personal enrichment of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)Employee, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct Employee being convicted of, or gross misconduct pleading nolo contendere to, a felony that is materially and demonstrably injurious to the Company or its affiliatesCompany, or and (iii) following delivery to the conviction Employee of a felony or entry of a guilty or nolo contendere plea written demand for performance from the Company which describes the basis for the Company’s reasonable belief that the Employee has not substantially performed his duties, continued violations by the Executive with respect thereto, or (iv) a material breach Employee of Sections 5(a) or 5(b) of this Agreementthe Employee’s obligations to the Company which are demonstrably willful and deliberate on the Employee’s part. For the purposes of this provisionSection 5(a), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, done or omitted to be done, by the Executive done in bad faith or and without reasonable belief that the Executive’s act or omission was in or not opposed to the best interests of the Company. Any act, act or failure to act, act based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission of Directors of the Company or based upon the advice of counsel for the Company shall be conclusively presumed to be done, done or omitted to be done, by the Executive done in good faith and in the best interests of the Company. The cessation of employment of Notwithstanding anything herein to the Executive contrary, the Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board of Directors of the Company at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive is given an opportunity (together for the Employee with separate Employee’s counsel if the Board requests its counsel to be present), to be heard before the Board, ) finding that, that in the good faith opinion of the Board, Board the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailEmployee was properly terminated for Cause.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” "Cause shall mean mean: (i) the willful and continued failure of by the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from (1) the Executive's incapacity due to physical or mental Amended and Restated Change in Control Agreement illness), (2) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason or (3) the Company's active or passive obstruction of the performance of the Executive's duties and responsibilities) to perform substantially the duties and responsibilities of the Executive's position with the Company after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, duties or responsibilities; (ii) the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct which, in the good faith opinion of the Company, would impair the Executive's ability to perform his or her duties or impair the business reputation of the Company; or (iii) the willful engaging by the Executive in illegal conduct fraud or gross misconduct that dishonesty which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. 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 the Executive’s act or omission was in the best interests of the Company. Any No act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by on the Board with respect to such act or omission or based upon the advice of counsel for the Company Executive's part shall be conclusively presumed to be donedeemed willful unless committed, or omitted to be done, by the Executive in good bad faith and without reasonable belief that the Executive's act or failure to act was in the best interests interest of the CompanyCompany and the Executive shall have either failed to correct, or failed to take all reasonable steps to correct, such act or failure to act within sixty (60) days from the Executive's receipt of written notice from the Company demanding that the Executive take such action. The cessation of employment of the Executive shall not be deemed to be terminated for Cause unless and until there the Company shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in the Executive's conduct described in subparagraph (i), (ii), (iii) or (iv) above, was Cause and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds three- quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Immediately upon written notice by the Company may terminate to the Executive’s employment at any time Executive of a termination for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure Executive’s conviction of (or a plea of guilty or nolo contendere to) a felony or any crime involving moral turpitude, dishonesty, fraud, theft or financial impropriety; or (ii) a determination by a majority of the Board in good faith that Executive has (A) willfully and continuously failed to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from the Executive’s Disability or incapacity due to bodily injury or physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (iiB) the willful engaging by the Executive engaged in illegal conduct conduct, an act of dishonesty or gross misconduct that misconduct, in each case which is in the course of the Executive’s employment and materially and demonstrably injurious to the Company or its affiliatesCompany, or (iiiC) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) willfully violated a material breach requirement of Sections 5(a) the Company’s code of conduct or 5(b) of this Agreementthe Executive’s fiduciary duty to the Company. For purposes of this provision, no 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 and without reasonable belief that the Executive’s act action or omission was in in, or not opposed to, the best interests of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such Cause shall not include any act or omission or based upon of which 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership Audit Committee of the Board (not including or the Executivefull Board) after reasonable notice is provided to has had actual knowledge of all material facts related thereto for at least 90 days without asserting that the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) act or (iv) above, and specifying the particulars thereof in detailomission constitutes Cause.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for "Cause. For purposes of this Agreement, “Cause” " shall mean (i) the termination as a result of: 3.2.1 The willful and continued failure of the Executive by You to substantially perform substantially the Executive’s your duties with the Company as such employment was performed by You prior to the Change in Control or one of its subsidiaries (other than any such actual or anticipated failure resulting from incapacity due to physical or mental illness), after the issuance by You of a Notice of Termination for Good Reason as defined herein after a written demand for substantial performance is delivered to the Executive You by the Board of Directors of the Company (the “Board”) or its representativesDirectors, which demand specifically identifies the manner in which the Board believes that the Executive has You have not substantially performed the Executive’s your duties, or (ii) the ; or 3.2.2 The willful engaging act by the Executive You in illegal conduct or gross misconduct that is demonstrably and materially injurious to the Company, and demonstrably injurious which the Board deems to cause or will cause substantial economic damage to the Company or its affiliatesinjury to the business reputation of the Company, monetarily or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionSection, no act act, or failure to act act, on the your part of the Executive shall be considered deemed “willful” " unless it is done, or omitted to be done, by the Executive You not in bad good faith or and without a reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive You shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive You a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive You and the Executive is given an opportunity (for You, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board You were guilty of conduct set forth above in the conduct described in subparagraph (i), (ii), (iii) clauses 3.2.1 or (iv) above, 3.2.2 of this Section and specifying the particulars thereof in detail.

Cause. The Company may terminate During the Executive’s employment at any time for two-year period following a Change in Control, "Cause. For purposes of this Agreement, “Cause” " shall mean (i) the willful and continued failure of the Executive Employee to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries Corporation (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), illness or any such failure subsequent to the Employee being delivered a notice of termination without Cause by the Corporation or delivering a notice of termination for Good Reason to the Corporation) after a written demand for substantial performance is delivered to the Executive Employee by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive Employee has not substantially performed the Executive’s Employee's duties, or (ii) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is demonstrably and materially and demonstrably injurious to the Company Corporation or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) subsidiaries. For purpose of this Agreement. For purposes of this provisionparagraph (b), no act or failure to act on by the part of the Executive Employee shall be considered “"willful” " unless it is done, done or omitted to be done, done by the Executive Employee in bad faith or and without reasonable belief that the Executive’s act Employee's action or omission was in the best interests of the CompanyCorporation or its affiliates. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or Board, based upon the advice of counsel for the Company Corporation, shall be conclusively presumed to be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the CompanyCorporation. The cessation of employment of the Executive Cause shall not be deemed to be for Cause exist unless and until there shall have been the Corporation has delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds (2/3) of the entire membership Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive is given an opportunity (for the Employee, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may shall have the right to terminate the Executive’s 's employment at any time for Cause. For purposes of this Agreementhereof, “a termination by the Company for "Cause” " shall mean termination by action of at least two-thirds of the non-management membership of the Board at a meeting duly called and held upon at least 15 days prior written notice to the Executive specifying the particulars of the action or inaction alleged to constitute "Cause" because of (i) the willful and continued failure Executive's conviction of, or plea of the Executive to perform substantially the Executive’s duties with guilty or nolo contendere to, any felony (whether or not involving the Company or one any of its subsidiaries) or any other crime involving moral turpitude which subjects, or if generally known, would subject, the Company or any of its subsidiaries (other than any such failure resulting from incapacity due to physical public ridicule or mental illness)embarrassment, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the fraud or other willful engaging misconduct by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to respect of the Company or its affiliatesExecutive's obligations under this Agreement, or (iii) willful refusal or continuing failure to attempt, without proper cause and, other than by reason of illness, to follow the conviction lawful directions of a felony the Board following thirty days prior written notice to the Executive of the Executive's refusal to perform, or entry of a guilty failure to attempt to perform such duties and which during such thirty day period such refusal or nolo contendere plea failure to attempt is not cured by the Executive. "Cause" shall not include a bona fide disagreement over a corporate policy, so long as the Executive does not willfully violate on a continuing basis specific written directions from the Board, which directions are consistent with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) the provisions of this Agreement. For purposes of this provision, no act Action or failure to act on the part of inaction by the Executive shall not be considered “"willful” " unless it is done, done or omitted to be done, by the Executive in bad faith or intentionally and without the Executive's reasonable belief that the Executive’s act 's action or omission inaction was in the best interests of the Company. Any act, or and shall not include failure to act, based upon express authority given pursuant act by reason of total or partial incapacity due to a resolution duly adopted by the Board with respect to such act physical or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailmental illness.

Cause. The Company may at any time terminate the Executive’s 's employment at any time under this Agreement for Cause. For purposes of this Agreement, “"Cause” shall mean " means: (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or from the termination of this Agreement by the Executive for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies identifying the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s his duties, or and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in illegal criminal conduct or gross misconduct that (including embezzlement and criminal fraud) which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation) or entry the conviction of the Executive of a guilty or nolo contendere plea by misdemeanor which impairs the Executive Executive's ability substantially to perform his duties with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementthe Company. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding anything herein to the contrary, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board then in office (not including other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) iii), above, and specifying the particulars thereof thereon in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” " shall mean termination on account of (iA) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s 's duties with the Company or one of its subsidiaries Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness)illness or Disability or any failure after the issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than three (3) business days after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, duties or (iiB) the willful engaging by the Executive in illegal conduct or gross misconduct that which is demonstrably and materially and demonstrably injurious to the Company Bank or its affiliates, monetarily or (iii) otherwise. Notwithstanding the conviction foregoing, Executive shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to Executive a copy of a felony or entry of a guilty or nolo contendere plea the resolution duly adopted by the affirmative vote of not less than a majority in number of the entire membership of the Board of Directors (excluding Executive if Executive is then a Director) at a meeting of the Board (after reasonable notice to Executive and an opportunity for Executive, together with respect theretoExecutive’s counsel, or (ivto be heard before the Board) a material breach finding that, in the good faith opinion of Sections 5(athe Board, Executive was guilty of conduct set forth above in this Section 4(f)(ii) or 5(b) of this Agreementand specifying the particulars thereof in detail. For purposes of this provisionSection, no act or failure to act on the part of the by Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company Bank 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailBank.

Cause. The Company may terminate Terminate the Executive’s employment at any time Employment of the Executive during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of repeated violations by the Executive to perform substantially of the Executive’s duties with the Company or one obligations under Section 3(a) of its subsidiaries this Agreement (other than any such failure resulting from as a result of incapacity due to physical or mental illness)) which are demonstrably willful and deliberate on the Executive’s part, after a written demand for substantial performance is delivered to which are committed in bad faith or without reasonable belief that such violations are in the Executive by the Board of Directors best interests of the Company (and which are not remedied in a reasonable period of time after receipt of written notice from the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, Company specifying such violations or (ii) the willful engaging by conviction of the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementinvolving moral turpitude. For purposes of this provisionSection 4(b), no act act, or failure to act 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 act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company or based upon the advice of counsel for the Company (or any act which the Executive omits to do because of the Executive’s reasonable belief that such act would violate law or the Company’s standards of ethical conduct in its corporate policies) 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board (not including 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 the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if for the Board requests its counsel to be present)Executive, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in committed the conduct described in subparagraph (i), (ii), (iiiSection 4(b)(i) or (iv) above4(b)(ii), and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” " shall mean termination on account of (iA) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s 's duties with the Company or one of its subsidiaries Bank (other than any such failure resulting from Executive's incapacity due to physical or mental illness)illness or Disability or any failure after the issuance of a Notice of Termination by Executive for Good Reason) which failure is demonstrably and materially damaging to the financial condition or reputation of Bank and/or its affiliates, and which failure continues more than 48 hours after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, 's duties or (iiB) the willful engaging by the Executive in illegal conduct or gross misconduct that which is demonstrably and materially and demonstrably injurious to the Company Bank or its affiliates, monetarily or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect theretootherwise. No act, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act act, on the Executive's part of the Executive shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s act 's action or omission was in the best interests interest of Bank. Notwithstanding the Company. Any actforegoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a the resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership of the Board at a meeting of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)Executive's counsel, to be heard before the Board, ) finding that, in the good faith opinion of the Board, the Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph (i), (ii), (iiithis Section 4(f)(ii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) the engaged in or committed willful and continued failure of the Executive misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s duties, disability); (v) engaged in or committed insubordination; (iivi) engaged in or committed any willful act that is likely to and which does in fact have the willful engaging effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 illegal conduct or gross misconduct that is a manner which materially and demonstrably injurious to repeatedly interferes with the Company performance of his duties hereunder or its affiliates, which has the effect of materially injuring the reputation or business of the Company; or (iiixi) the conviction of engaged in or committed a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) any term of this Agreement. For purposes of the above clauses (i) and (vi) of this provisionSection 3(d), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” willful unless it is done, done or omitted to be done, by the Executive in bad faith or him without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without delivery to the Executive a copy of a resolution duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Company’s Chief Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding Officer stating that, in the good faith opinion of the Boardofficer signing such notice, the Executive has engaged in or committed conduct of the conduct nature described above in subparagraph (ithe second sentence of this Section 3(d), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean means (i) the Executive’s willful conduct that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (ii) the Executive’s breach of a covenant set forth in Section 3; (iii) the Executive’s breach of the Executive’s fiduciary duties to the Company or an Affiliate that is demonstrably and materially injurious to the Company or an Affiliate, monetarily or otherwise; (iv) the Executive’s conviction of any crime (or entering a plea of guilty or nolo contendere to any crime) constituting a felony; (v) the Executive’s entering into an agreement or consent decree or being the subject of any regulatory order that in any of such cases prohibits the Executive from serving as an officer or director of a company that has publicly traded securities or (vi) willful and continued continuous nonperformance, lack of performance of or refusal to perform a reasonable order, policy or rule of the Board or the Company involving a material issue concerning the Company after written notice delivered to the Executive describing with specificity the elements of the nonperformance, lack of performance or refusal to perform and the relevant order, policy or rule, and the failure of the Executive to have cured such nonperformance, lack of performance or refusal to perform substantially within thirty (30) days following receipt of such written notice. A termination of the Executive’s duties with Executive shall not be for “Cause” unless the Company or one decision to terminate the Executive is set forth in a resolution of its subsidiaries the Board to that effect and which specifies the particulars thereof and that is approved by a majority of the members of the Board (other than any exclusive of the Executive if the Executive is a member of the Board) adopted at a meeting called and held for such failure resulting from incapacity due to physical or mental illness), purpose (after a written demand for substantial performance is delivered reasonable notice to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that and an opportunity for the Executive has not substantially performed to be heard before the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementBoard). For purposes of this provision, no No act or failure to act by the Executive will be deemed “willful” if it was done or omitted to be done by the Executive in good faith or with a reasonable belief 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 act action or omission was in the best interests interest of the CompanyCompany or an Affiliate. Any act, act or failure to act, act by the Executive based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon on the advice of counsel for to the Company shall be conclusively presumed to be done, done or omitted to be done, done by the Executive in good faith and in the best interests interest of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless Company and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailAffiliates.

Cause. The Company Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, together with his counsel, to be heard before the Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of the Company employment: (the “Board”i) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Bank or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act of Directors or omission a senior officer of the Bank, or based upon the advice of counsel for the Company Bank, 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 CompanyBank. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been discharged for Cause “Cause” unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted certification by the affirmative vote Clerk of not less than the Bank that two-thirds (2/3) of the entire membership Board of Directors found in good faith that the Board (not including Executive was guilty of conduct which is deemed to be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive) after reasonable notice is , except as provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, for in the good faith opinion Section 6.2 of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthis Agreement.

Cause. The Company may EDGEN may, at any time, terminate the Executive’s employment at any time for CauseCause (as herein defined). For purposes of this Agreementhereof, termination for “Cause” shall mean mean: (i) (A) a conviction of, a plea of nolo contendere, a guilty plea or the willful and continued failure of admission (in court) by the Executive to perform substantially an act of fraud, misappropriation or embezzlement or to a felony or (B) any act of fraud, or embezzlement or theft by the Executive, in each case, in connection with the Executive’s duties hereunder or in the course of the Executive’s employment hereunder, in each case, against or affecting the Company; (ii) the willful failure by the Executive to follow the lawful directions of the Board, which directions are consistent with this Agreement (other than any such failure resulting from incapacity due to physical or mental illness) after a written demand for compliance is delivered to the Company Executive by EDGEN which specifically identifies the manner in which the Board believes that the Executive has not complied and the Executive is given a reasonable opportunity of not more than twenty business days to cure any such failure; (iii) the Executive’s habitual drunkenness or one use of its subsidiaries illegal substances; (iv) the material breach by the Executive of this Agreement (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered ; or (v) gross neglect or gross or willful misconduct that relates to the Executive by the Board affairs of Directors of the Company (the “Board”) or its representativesEDGEN, which specifically identifies the manner results in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious material harm to the Company financial condition or its affiliates, or (iii) the conviction reputation of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementEDGEN. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the CompanyEDGEN. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by EDGEN, including, without limitation, the Board with respect to such act or omission Board, or based upon the advice of counsel for the Company EDGEN, 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 CompanyEDGEN. The cessation of employment of If the Executive shall not be deemed receive a Termination Notice with respect to be a termination for Cause unless and until there pursuant to subsections (iii), (iv) and/or (v) hereof, then the Executive shall have been delivered the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership reasonable satisfaction of the Board (not including the Executive) after reasonable notice is provided prior to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present)his employment being terminated for Cause pursuant thereto; provided, to be heard before the Board, finding that, in the good faith opinion of the Boardhowever, the Executive has engaged shall have the right to cure any such breach only one (1) time in the conduct described in subparagraph any twelve (i), (ii), (iii12) or (iv) above, and specifying the particulars thereof in detailmonth period.

Cause. The Company may terminate the Executive’s 's employment at any time under this Agreement for Cause. For purposes of this Agreement, “the term "Cause” " shall mean (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or from the termination of this Agreement by the Executive for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies identifying the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s his duties, or and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in illegal criminal conduct or gross misconduct that (including embezzlement and criminal fraud) which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise, or (iii) the conviction of the Executive of a felony or entry the conviction of the Executive of a guilty or nolo contendere plea by misdemeanor which impairs the Executive Executive's ability substantially to perform his duties with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementthe Company. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding anything herein to the contrary, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board then in office (not including other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) iii), above, and specifying the particulars thereof thereon in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this AgreementAgreement only, the Company shall have “Cause” shall mean to terminate the Executive’s employment hereunder only on the basis of: (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness)illness and other than in respect of any duties inconsistent with, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representativesmore burdensome than, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or duties with the Company immediately prior to a Change in Control of the Company); (ii) misappropriation or embezzlement from the willful engaging Company or any other act or acts of dishonesty by the Executive in illegal conduct or gross misconduct constituting a felony that is materially and demonstrably injurious to the Company or its affiliatesresults, or is intended to result, directly or indirectly, in gain to or personal enrichment of the Executive at the Company’s expense; (iii) the conviction of the Executive of a felony or entry involving the moral turpitude of a guilty or nolo contendere plea by the Executive with respect thereto, or Executive; or (iv) the refusal of the Executive to accept offered employment after a material breach Change in Control which complies with the terms and conditions of Sections 5(aSection 3(g) or 5(b) of this Agreementhereof. For purposes of this provisionSection 3(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 not in bad good faith or and without reasonable belief that the Executive’s act action or omission of the Executive was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)Executive’s counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, that the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph (i), (ii), (iiithis Section 3(c) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for "Cause. For purposes of this Agreement, “Cause” " shall mean termination upon (iA) the willful and continued failure of the Executive by you to substantially perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive you by the Board of Directors Chief Executive Officer of the Company (or the “Compensation Committee of the Board”) or its representatives, which specifically identifies the manner in which the Board such executive or committee believes that the Executive has you have not substantially performed the Executive’s your duties, or (iiB) the willful engaging by the Executive you in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionparagraph, no act act, or failure to act act, on the your part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive you shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by Notice of Termination (as defined below) from the affirmative vote of not less than two-thirds Chief Executive Officer of the entire membership Company or the Compensation Committee of the Board (not including the Executive) Board, after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the BoardCompensation Committee of the Board (or, if there be no such committee or such committee delivers the Notice of Termination, the Board of Directors), finding that, that in the good faith opinion of such committee (or the Board, the Executive has engaged ) you were guilty of conduct set forth above in the conduct described in subparagraph clauses (i), (ii), (iiiA) or (ivB) above, of the first sentence of this paragraph and specifying the particulars thereof in detail.

Cause. The Company may terminate During the Executive’s employment at any time for Period of Employment, "Cause. For purposes of this Agreement, “Cause” shall mean " means termination upon (i) the willful and continued failure of by the Executive Employee to perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after a written demand for a substantial performance is delivered to the Executive Employee by the Board of Directors Chief Executive Officer of the Company (the “Board”"CEO") or its representatives, which specifically identifies the manner in which the Board CEO believes that the Executive Employee has not substantially performed the Executive’s his duties, or (ii) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionSection 2(a), no act act, or failure to act act, on the part of the Executive Employee shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive Employee in bad faith or and without reasonable belief that the Executive’s act Employee's action or omission was in in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 Employee in good faith and in the best interests of the Company. The cessation of employment of Notwithstanding the Executive foregoing, the Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in Employee was guilty of the conduct described set forth above in subparagraph (i), (ii), (iii) or (ivii) above, of this Section 2(a) and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for "Cause. For purposes of this Agreement, “Cause” " shall mean (i) the termination as a result of: 3.2.1 The willful and continued failure of the Executive by You to substantially perform substantially the Executive’s your duties with the Company or one of its subsidiaries as such employment was performed by You prior to the Change in Control (other than any such failure resulting from incapacity due to physical your Disability or mental illness), any such actual or anticipated failure after the issuance by You of a Notice of Termination for Good Reason as defined herein) after a written demand for substantial performance is delivered to the Executive You by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has You have not substantially performed the Executive’s your duties, or (ii) the ; or 3.2.2 The willful engaging act by the Executive You in illegal conduct or gross misconduct that is demonstrably and materially injurious to the Company, and demonstrably injurious which the Board deems to cause or will cause substantial economic damage to the Company or its affiliatesinjury to the business reputation of the Company, monetarily or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionSection, no act act, or failure to act act, on the your part of the Executive shall be considered deemed “willful” " unless it is done, or omitted to be done, by the Executive You not in bad good faith or and without a reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive You shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive You a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive You and the Executive is given an opportunity (for You, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board You were guilty of conduct set forth above in the conduct described in subparagraph (i), (ii), (iii) clauses 3.2.1 or (iv) above, 3.2.2 of this Section and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination (i) the upon your willful and continued failure of the Executive to substantially perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical your Disability or mental illnessany such actual or anticipated failure after your issuance of a Notice of Termination (as defined in Section 4(e)) for Good Reason (as defined in Section 4(d))), after a written demand for substantial performance is delivered to the Executive you by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed the Executive’s your duties, or (ii) upon your willful and continued failure to substantially follow and comply with the willful engaging specific and lawful directives of the Board, as reasonably determined by the Executive Board (other than any such failure resulting from your Disability or any such actual or anticipated failure after your issuance of a Notice of Termination for Good Reason), after a written demand for substantial performance is delivered to you by the Board, which demand specifically identifies the manner in which the Board believes that you have not substantially performed your duties, (iii) upon your commission of an act of fraud or dishonesty resulting in material economic or financial injury to the Company or (iv) upon your engagement in illegal conduct or gross misconduct that misconduct, in each case which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionsubsection (c), no act or failure to act on the part of the Executive shall be considered “willful” unless it is done, done or omitted to be done, by the Executive done in bad faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests of the CompanyCompany or its affiliates. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or Board, based upon the advice of counsel for the Company or upon the instructions of the Company’s chief executive officer shall be conclusively presumed to be done, or omitted to be done, by the Executive you in good faith and in the best interests of the Company. The cessation of employment of the Executive Cause shall not be deemed to be for Cause exist unless and until there shall have been the Company has delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters (3/4) of the entire membership Board (excluding you if you are a Board member) at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board an event set forth in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) above, has occurred and specifying the particulars thereof in detail. The Company must notify you of any event constituting Cause within ninety (90) days following the Company’s knowledge of its existence or such event shall not constitute Cause under this Agreement.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate the Executive's employment only if the Executive (i) has willfully engaged in illegal conduct or gross misconduct which is materially and demonstrably injurious to the willful and continued failure Company, (ii) has engaged in fraud, misappropriation, embezzlement or any other act or acts of dishonesty resulting or intended to result directly or indirectly in a substantial gain or personal enrichment to the Executive at the expense of the Executive Company, or (iii) has willfully and continually failed substantially to perform substantially the Executive’s his or her duties with the Company or one of its subsidiaries (other than any such a failure resulting from the Executive's incapacity due to physical or mental illness), which failure has continued for a period of at least 30 days after a written notice of demand for substantial performance is has been delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies specifying in reasonable detail the manner in which the Board believes that Executive has failed to substantially perform. Notwithstanding the foregoing, the Executive has shall not substantially performed be deemed to have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution (x) duly adopted by three-quarters (3/4) of the entire membership of the Committee, or of the Board, at a meeting called and held for such purpose after reasonable notice to the Executive and an opportunity for the Executive’s duties, together with the Executive's counsel, to be heard before the Committee or the Board, as the case may be, and (iiy) finding that in the willful engaging by good faith opinion of the Committee or the Board, as the case may be, the Executive was guilty of conduct described in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) first sentence of this AgreementSection 2(d) and specifying the particulars of such conduct in detail. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission Board, or, for any Executive other than the Chief Executive Officer of the Company, upon the instructions of the Chief Executive Officer of the Company, or based upon the advice of counsel for the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean the following: (i) a willful breach in any material respect by Executive of a fiduciary duty to the willful and continued Company or to an Affiliate; (ii) a conviction of Executive (or a plea of guilty or a plea of nolo contendere in lieu thereof) by a court of competent jurisdiction for any felony or, with respect to his employment, for a crime involving fraud, embezzlement, dishonesty or moral turpitude, from which conviction no further appeal may be taken; (iii) the failure of the Executive to perform substantially follow the Executive’s duties with the Company reasonable and lawful written instructions or one policies of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or of the Company (with respect to the “Board”) or its representatives, which specifically identifies services to be rendered and the manner in which the Board believes that the Executive has not substantially performed the of rendering such services by Executive’s duties, or ; (iiiv) the willful engaging by the failure of Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to render any material services to the Company or its affiliatesto an Affiliate in accordance with any employment or similar arrangement to which Executive is subject, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) which failure amounts to a material breach neglect of Sections 5(a) or 5(b) of this Agreement. 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 the Executive’s act or omission was in the best interests of the Company. Any act, or failure duties to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company shall be conclusively presumed or to be donean Affiliate. Notwithstanding the foregoing, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of Executive’s employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there (A) reasonable notice shall have been delivered given to him setting forth in detail the Executive a copy of a resolution duly adopted by reasons for the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice Company’s intention to terminate for Cause, and if such Termination is provided pursuant to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) above and such breach or action is curable, only if Executive has been provided a period of thirty (30) days from receipt of such notice to cease the actions or inactions or otherwise cure such breach, and he has not done so; (B) an opportunity shall have been provided for the Executive to be heard before the Board; and (C) if such Termination is pursuant to clause (i), (ii) or (iii) above, and specifying delivery shall have been made to Executive of a notice of Termination from the particulars thereof Board finding that in detailthe good faith opinion of a majority of the Board (excluding the Executive, if applicable) that the condition set forth in clause (i), (ii) or (iii) above has been satisfied.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “the term "Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries as set forth in Section 2.1.2, "Duties," (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board Board, accompanied by a resolution adopted by the vote of Directors two-thirds (2/3) of the Company (entire Board, excluding the “Board”) or its representativesExecutive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or 's duties and Executive has not cured any such failure to perform within thirty (30) business days of such demand; (ii) material violation of any of the willful engaging Company's policies; (iii) breach by the Executive in of his obligations under this Agreement; or (iv) if the Executive is charged with illegal conduct by a governmental body or regulatory authority, or has engaged in gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of as determined by a felony or entry of a guilty or nolo contendere plea resolution adopted by the Executive with respect thereto, or vote of three-fourths (iv) a material breach of Sections 5(a) or 5(b3/4) of this Agreementthe entire Board, excluding the Executive, at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act or omission was in the best interests faith. The vote of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by Board on the Board with respect to such act or omission or based upon the advice resolutions contemplated in (i) and (iv) 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. The cessation of employment of the Executive shall this Section 3.2 will not be deemed to be for Cause unless and taken until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board five (not including the Executive5) after reasonable notice is provided business days to the Executive of the meeting and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), for Executive to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailBoard at such meeting.

Cause. The Termination by the Company may terminate of the ExecutiveEmployee’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (iA) the willful and continued failure of by the Executive Employee to substantially perform substantially the Executive’s his/her duties with the Company or one of its subsidiaries (other than any such failure resulting from the Employee’s physical or mental incapacity due to physical injury or mental illness), ) after a written demand for substantial performance is delivered to the Executive Employee by the Board of Directors of the Company (the “Board”) or its representativesCompany, which demand specifically identifies the manner in which the Board believes that the Executive Employee has not substantially performed the Executive’s his/her duties, or (iiB) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionSubsection (iii), no act act, or failure to act act, on the Employee’s part of the Executive shall be considered deemed “willful” unless it is done, or omitted to be done, by the Executive Employee in bad faith or and without “reasonable belief belief” (as hereinafter defined) that the Executive’s act his/her action or omission was in in, or not opposed to, the best interests of the Company. The phrase “reasonable belief” shall mean the belief that a reasonable and prudent man would have had in the same or similar circumstances as to the act or failure to act. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 Employee in good faith faith, and in the best interests of the Company. The cessation of employment of Notwithstanding the Executive foregoing the Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called for such purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive is given an opportunity (for the Employee, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in Employee was guilty of the conduct described set forth above in subparagraph (i), A) or (ii), B) of this Subsection (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate Cause" shall mean the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean 's (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)conviction, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty plea or a plea of nolo contendere plea by the Executive contendre with respect theretoto, a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations, (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) a breach in any material breach respect of Sections 5(a) or 5(b) any of the provisions of Paragraph 7 of this Agreement resulting in material and demonstrable economic injury to MFA; (v) chronic or persistent substance abuse that materially and adversely affects his performance of his duties under this Agreement. For purposes ; or (vi) breach in any material respect of the terms and provisions of this provisionAgreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, no act (i) the Executive shall be given written notice of any action or failure to act on that is alleged to constitute Cause (a "Default"), and an opportunity for 20 business days from the part date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Executive shall be considered “willful” unless it is done, or omitted to be done, by Board of Directors; and (ii) regardless of whether the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actis able to cure any Default, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without (x) reasonable prior written notice to the Executive a copy of a resolution duly adopted by setting forth the affirmative vote of not less than two-thirds of reasons for the entire membership of decision to terminate the Board Executive for Cause, (not including y) an opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before by the BoardBoard of Directors, finding that, in and (z) delivery to the Executive of a notice of termination approved by said Board of Directors stating its good faith opinion of the Board, that the Executive has engaged in the actions or conduct described in subparagraph (i)the preceding sentence, (ii), (iii) or (iv) above, and specifying which notice specifies the particulars thereof of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the Board of Directors has been exercised, so long as such appearance is within two (2) weeks of the date of suspension.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) the engaged in or committed willful and continued failure of the Executive misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform substantially the Executive’s her duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed her duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s duties, disability); (v) engaged in or committed insubordination; (iivi) engaged in or committed any willful act that is likely to and which does in fact have the willful engaging effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty; (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) 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 illegal conduct or gross misconduct that is a manner which materially and demonstrably injurious to repeatedly interferes with the Company performance of her duties hereunder or its affiliates, which has the effect of materially injuring the reputation or business of the Company; or (iiixi) the conviction of engaged in or committed a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) any term of this Agreement. For purposes of the above clauses (i) and (vi) of this provisionSection 3(d), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” willful unless it is done, done or omitted to be done, by the Executive in bad faith or her without reasonable belief that the Executive’s act her action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without delivery to the Executive a copy of a resolution duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Company’s Chief Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding Officer stating that, in the good faith opinion of the Boardofficer signing such notice, the Executive has engaged in or committed conduct of the conduct nature described above in subparagraph (ithe second sentence of this Section 3(d), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company Employer may terminate the Executive’s Employee's employment at any time under this Agreement for Cause. For purposes of this Agreement, “the Employer shall have "Cause” shall mean " to terminate the Employee's employment under this Agreement upon (ia) the willful and continued failure of by the Executive Employee to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries under this Agreement (other than any such failure resulting from the Employee's incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representativesEmployer, which in writing, specifically identifies identifying the manner in which the Board Employer believes that the Executive Employee has not substantially performed his duties and the Executive’s dutiesEmployee fails to perform as required within 15 days after such demand is made, or (iib) the willful engaging by the Executive Employee in illegal conduct or gross criminal misconduct that (including embezzlement and criminal fraud) which is materially and demonstrably injurious to the Company Employer, monetarily or its affiliates, otherwise or (iiic) the conviction of a felony or entry the Employee of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementfelony. For purposes of this provisionparagraph, no act act, or failure to act act, on the Employee's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the CompanyEmployer. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution resolution, duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board (not including other than the ExecutiveEmployee) at a meeting of the Board called and held for such purpose (after reasonable written notice is provided to the Executive Employee and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Employee was guilty of conduct set forth above in the conduct described in subparagraph clause (ia), (ii), (iiib) or (iv) abovec), and specifying the particulars thereof in detail.

Cause. The Company may terminate this Agreement and the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the willful and continued failure part of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or ; (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) the any conviction of, or plea of a felony or entry of a guilty or nolo contendere plea by to, the Executive with respect thereto, or to 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 divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a 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. 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 for a material breach by the Executive of Sections 5(a) or 5(b) his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this Agreementparagraph. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it 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 done, or omitted based and (B) to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests given within 90 days of the Company. Any act, ’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, based upon express authority given pursuant to the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a resolution duly adopted hearing before the Board. Such hearing shall be held within 25 days of such notice 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 with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding confirming that, in its judgment, grounds for Cause on the good faith opinion basis of the Boardoriginal notice exist, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailhe shall thereupon be terminated for Cause.

Cause. The Company may terminate Subject to the notification provisions of Section 7(f) below, Executive’s employment at any time hereunder may be terminated by the Company for Cause. For purposes of this Agreement, the term “Cause” shall mean be limited to (i) willful misconduct by Executive with regard to the Company which has a material adverse effect on the Company; (ii) the willful and continued failure refusal of Executive to attempt to follow the proper written direction of the Board or a more senior officer of the Company, provided that the foregoing refusal shall not be “Cause” if Executive in good faith believes that such direction is illegal, unethical or immoral and promptly so notifies the Board or the more senior officer (whichever is applicable); (iii) substantial and continuing willful refusal by Executive to attempt to perform substantially the Executive’s duties with the Company or one required of its subsidiaries him hereunder (other than any such failure resulting from incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors or a more senior officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes it is believed that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious continually refused to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, attempt to perform his duties hereunder; or (iv) Executive being convicted of a material breach felony (other than a felony involving a traffic violation or as a result of Sections 5(a) or 5(b) of this Agreementvicarious liability). For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” unless it is done, done or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given A notice by the Company of a non-renewal of the Employment Term pursuant to a resolution duly adopted Section 1 hereof shall be deemed an involuntary termination of Executive by the Board with respect to Company without Cause as of the end of the then Employment Term, but Executive may terminate at any time after the receipt of such act or omission or based upon the advice of counsel for the Company notice and shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in the best interests treated as if he was terminated without Cause as 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailsuch date.

Cause. The Company may terminate your employment for Cause as provided below. Termination of your employment by the Executive’s employment at any time Company for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (iA) the willful Willful and continued failure of the Executive by you substantially to perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive you by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes it is believed that the Executive has you have not substantially performed the Executive’s dutiesyour duties and a reasonable period of opportunity for such substantial performance is provided, or (iiB) the willful Willful engaging by the Executive you in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionparagraph, no act act, or failure to act act, on the your part of the Executive shall be considered “willfulWillful” unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 you in good faith and in the best interests interest of the Company. The cessation of employment of Notwithstanding the Executive foregoing, you shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board you were guilty of conduct set forth above in the conduct described in subparagraph clauses (i), (ii), (iiiA) or (ivB) above, in this paragraph and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, the term “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries as set forth in Section 2.1.2, “Duties,” (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board Board, accompanied by a resolution adopted by the vote of Directors two-thirds (2/3) of the Company (entire Board, excluding the “Board”) or its representativesExecutive, at a meeting of the Board held for such purpose, which resolution specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or duties and Executive has not cured any such failure to perform within ten (10) business days of such demand; (ii) material violation of any of the willful engaging Company’s policies; (iii) breach by the Executive of his obligations under this Agreement; or (iv) if the Executive is formally charged with material illegal criminal conduct by a governmental body or regulatory authority, which can reasonably be expected to harm the Company, or has engaged in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of as reasonably determined by a felony or entry of a guilty or nolo contendere plea resolution adopted by the Executive with respect thereto, or vote of three-fourths (iv) a material breach of Sections 5(a) or 5(b3/4) of this Agreementthe entire Board at a meeting of the Board held for such purpose, which resolution specifically identifies the alleged illegal conduct or gross misconduct. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act or omission was in the best interests faith. The vote of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by Board on the Board with respect to such act or omission or based upon the advice resolutions contemplated in (i) and (iv) 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. The cessation of employment of the Executive shall this Section 3.2 will not be deemed to be for Cause unless and taken until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote after written notice of not less than two-thirds of the entire membership of the Board five (not including the Executive5) after reasonable notice is provided business days to the Executive of the meeting and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), for Executive to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailBoard at such meeting.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, The Company shall have “Cause” shall mean to terminate the Executive’s employment hereunder upon: (i) the willful and continued failure of the Executive continuous neglect or refusal to perform substantially the Executive’s duties with or responsibilities, or the Company willful taking of actions (or one of its subsidiaries willful failures to take actions) that materially impair the Executive’s ability to perform his duties or responsibilities that in each case continues after being communicated in writing to the Executive (other than any such failure resulting from the Executive’s incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination (as defined in subsection (e) hereof ), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or ; or (ii) the willful engaging any act by the Executive that constitutes gross negligence or willful misconduct in illegal conduct the performance of his duties hereunder, or gross misconduct that the conviction of the Executive for any felony, in each case which is materially and demonstrably manifestly injurious to the Company or and which is brought to the attention of the Executive in writing not more than thirty days from the date of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea discovery by the Executive with respect thereto, Company or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementthe Board. For purposes of this provisionsubsection (c), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” ”, unless it is done, or omitted to be done, by the Executive him not in bad good faith or without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon express authority given the direction or instruction of the Board pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 CompanyCompany absent knowledge by the Executive the contrary. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without (1) written notice to the Executive a copy of a resolution duly adopted by specifying in detail the affirmative vote of not less than two-thirds of specific reasons for the entire membership of the Board Company’s intention to terminate for Cause, (not including 2) an opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board, finding that, (3) with respect to actions or inaction specified in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph paragraph (i), (ii), (iii) or (iv) above, a reasonable opportunity for the Executive to cure the action or inaction specified by the Company, and specifying (4) delivery to the particulars thereof Executive of a Notice of Termination, as defined in detailsubsection (e) hereof.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination on (iA) the willful and continued failure of the Executive by you to substantially perform substantially the Executive’s your duties with the Company in accordance with the instructions of the Board or one of its subsidiaries the executive officers to whom you report (other than any such failure resulting from your incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive you by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has you have not substantially performed the Executive’s your duties, or (iiB) the willful engaging by the Executive you in illegal conduct or gross misconduct that which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise, (C) your embezzlement or misappropriation of funds or property of the Company, (iiiD) the your conviction of a felony or entry the entrance of a plea of guilty or nolo contendere plea by the Executive with respect theretoto a felony, or (ivE) a material your conviction of any crime involving fraud, dishonesty, moral turpitude or breach of Sections 5(a) trust or 5(b) your entrance of this Agreementa plea of guilty or nolo contendere to such a crime. For purposes of this provisionSubsection, no act act, or failure to act act, on the your part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive you not in bad good faith or and without reasonable belief that the Executive’s act your action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive you shall not be deemed to be have been terminated for Cause pursuant to clause (A), (B) or (C) of the first sentence of this Subsection unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged Board you were guilty of conduct set forth above in the conduct described in subparagraph clause (iA), (ii), (iiiB) or (ivC) above, of the first sentence of this Subsection and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time during the Employment Agreement Period for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or , (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or one of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementaffiliated companies. For purposes of this provision, no act act, or failure to act 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 act action or omission was in the best interests of the CompanyCompany and its affiliates. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or of a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless Company and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), affiliates; (iii) the Executive being convicted of or a plea of nolo contendere to the charge of a felony; (iv) above, and specifying a material breach of this Agreement by the particulars thereof in detailExecutive; or (v) a material breach of the Company’s code of conduct or ethics policies by the Executive.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, the Company shall have “Cause” shall mean to terminate the Executive’s employment hereunder upon the Executive’s (i) the 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 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 substantially his employment or other duties in all material respects, other than due to Disability or a condition that with the passage of 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 Board, adversely affects the Company’s reputation or the Executive’s duties ability to carry out the obligations of his employment, (v) failure to reasonably cooperate with the Company in any internal investigation or one of its subsidiaries (other than any such failure resulting from incapacity due to physical administrative, regulatory or mental illness)judicial proceeding, after a written demand for substantial performance is delivered 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 by in violation or disregard of the Board Company’s policies, including but not limited to the harassment and discrimination policies and Standards of Directors Conduct of the Company (then in effect, in such a manner as to cause significant loss, damage or injury to the “Board”) property, reputation or its representativesemployees of the Company. In addition, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutiesemployment shall be deemed to have terminated for Cause if, or (ii) after the willful engaging by the Executive in illegal conduct or gross misconduct Executive’s employment has terminated, facts and circumstances are discovered that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of would have justified a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementtermination for Cause. For purposes of this provisionAgreement, no act or failure to act on the Executive’s part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive him in bad faith or without reasonable belief that the Executive’s act his action or omission was in the best interests of the Company. Any act, act or failure to act, act based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may shall have “Cause” to terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean hereunder upon: (i) the willful and continued Executive’s failure of the Executive to substantially perform substantially the Executive’s duties with as an employee of the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or Disability); (ii) Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the CEO consistent with the terms of this Agreement; (iii) Executive’s material breach of this Agreement; (iv) Executive’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony; (v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or (vi) Executive’s commission of an act of fraud, embezzlement, misappropriation, willful engaging by the Executive in illegal conduct misconduct, or gross misconduct that is materially and demonstrably injurious to breach of fiduciary duty against the Company or any of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, ; provided that 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 act action or omission was in the best interests of the Company. Any act, act or failure to act, based upon express specific authority given pursuant to a resolution duly adopted specific direction given by the Board with respect to such act or omission CEO or based upon on 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. The cessation of employment of Notwithstanding the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding thatforegoing, in the good faith opinion case of the Board, the Executive has engaged in the conduct described in subparagraph clauses (i), (ii), ) and (iii) or (iv) above, no Cause will have occurred unless and specifying until the particulars thereof Company has: (a) provided Executive, within 60 days of the Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same within thirty (30) days after the receipt of such notice; provided, however, that Executive shall be provided only one cure opportunity per category of Cause event in detailany rolling twelve (12) month period. If the Executive fails to cure the same within such thirty (30) days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.

Cause. The Company may shall have the right to terminate the Executive’s 's employment at any time for CauseCause (as defined), 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, “the Company shall have "Cause” shall mean " to terminate Executive's employment upon Executive's: (i) conviction of, or plea of guilty or nolo contendere to, any crime constituting a felony; (ii) commission of a material act of dishonesty, fraud, misrepresentation or other act of moral turpitude that would, in the willful and Board's reasonable judgment, prevent the effective performance of his duties hereunder; (iii) continued failure to substantially perform his duties hereunder to the reasonable satisfaction of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries Board (other than any such failure resulting from Executive's incapacity due to physical or mental illnessillness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 5(d), ) after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which in writing that specifically identifies the manner in which the Board believes that the Executive has not used reasonable best efforts to substantially performed perform his duties; or (iv) willful misconduct (including, but not limited to, a willful breach of the Executive’s dutiesprovisions of Section 8) that is, or (ii) in the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably Board's reasonable judgment, injurious to the Company or its affiliatesto any entity in control of, controlled by or under common control with the Company (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement"AFFILIATE"). For purposes of this provisionSection 5(c), no act act, or failure to act on the part of the act, by Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive committed in bad faith or and without a reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actCompany or any Affiliates thereof; PROVIDED, or failure to actHOWEVER, based upon express authority given pursuant to a resolution duly adopted by that the Board with respect to such act or omission 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 requirements outlined 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), paragraphs (iii) or (iv) aboveabove shall be deemed to have occurred if Executive's action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. This Section 5(c) shall not prevent Executive from challenging the Board's determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board's determination, and specifying under the particulars thereof arbitration procedures set forth in detailSection 10 below.

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For the sole and exclusive purposes of this Agreement, “Cause” shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company may shall have the right to terminate the Executive’s 's employment at any time for Cause. For purposes , and such termination in and of this Agreementitself shall not be, “Cause” nor shall mean (i) the willful and continued failure of the Executive it be deemed to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)be, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionAgreement, the Company shall have "Cause" to terminate Executive's employment hereunder upon: (i) Executive's conviction of, or plea of guilty or no act contest to: (A) any felony or other criminal offense that could result in imprisonment of at least 1 year or (B) a crime involving fraud, theft, misappropriation, dishonesty or embezzlement under either federal or state law; (ii) Executive's dishonesty in communications to the Board, any member of the Board or any other superior officer or superior employee he is required to report to in the course of fulfilling Executive's material employment duties; (iii) Executive's proven commission of intentional or grossly negligent acts that materially impair the goodwill or business of the Company or cause material damage to its property, goodwill or business; or (iv) Executive's willful failure to act on the part perform Executive's employment duties in any material respect (other than as a result of the Executive shall be considered “willful” unless it is doneExecutive's short term disability or medical emergency involving a member of Executive's immediate family, or omitted to be done, by as the Executive in bad faith or without result of any Company approved leave). If the Board has reasonable belief that the Executive’s act or omission was in the best interests Executive has committed any of the Company. Any actacts described above, it may suspend Executive (with pay) while it investigates whether it has or failure could have Cause to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 Companyterminate Executive. The cessation of employment of the Company may terminate Executive shall not be deemed to be for Cause unless and until there shall have been delivered prior to the Executive a copy completion of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present)investigation; provided, to be heard before the Board, finding that, in if it is ultimately determined that Executive has not committed an act which would constitute Cause, Executive, at the good faith opinion option of the Board, shall be reinstated effective as of the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) date of suspension or (iv) above, and specifying the particulars thereof in detailshall be treated as if he were terminated without Cause.

Cause. The Company may shall have the right to terminate the Executive’s 's employment at any time for Cause. For purposes of this Agreement, “Cause” and such termination shall mean (i) the willful and continued failure of the Executive not be, nor shall it be deemed to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)be, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionAgreement, the Company shall have "Cause" to terminate Executive's employment upon: (i) Executive's conviction of a felony by a federal or state court of competent jurisdiction; or (ii) an act or acts of dishonesty taken by Executive and intended to result in substantial personal enrichment of Executive at the expense of the Company; or (iii) Executive's "willful" failure to follow a direct, reasonable and lawful order from the Board and/or the Chairman and Chief Executive Officer, within the reasonable scope of Executive's duties, which failure is not cured within thirty (30) days. For purposes of this Section 6(c), no act act, or failure to act on the part of the act, by Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without a reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive Cause shall not be deemed to be for Cause exist under paragraphs (i), (ii) or (iii) above unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds of the entire membership fourths (3/4ths) of the Board (not including the excluding Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in was guilty of the conduct described set forth in subparagraph paragraphs (i), (ii), i),(ii) or (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, term “Cause” shall mean (iA) the Executive’s willful and continued failure of the Executive to substantially perform substantially the Executive’s duties with to the Company or one any of its subsidiaries Subsidiaries or Affiliates (other than any such failure resulting from as a result of total or partial incapacity due to physical or mental illness), after illness or as a result of Executive resigning as Chief Executive Officer of Apria) which failure has continued for a period of at least 20 days following delivery to Executive of written demand for substantial performance is delivered to the Executive by the Board Company or any of Directors of the Company (the “Board”) its Subsidiaries or its representatives, which specifically identifies Affiliates specifying the manner in which the Board believes that the Executive has not substantially performed willfully failed to so perform; (B) Advisor’s engagement in fraud or willful dishonesty (other than dishonesty that has no material detrimental impact on the Executive’s duties, reputation or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to business of the Company or and its affiliates, or Affiliates); (iiiC) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to any act on the part of the Executive shall be considered “willful” unless it is donethat constitutes a felony (other than traffic offenses), or omitted to be done, by the Executive in bad faith or without reasonable belief its equivalent under applicable non-U.S. law (provided that the if Executive’s act or omission was in the best interests employment is terminated for “Cause” as a result of the Company. Any any such act, but is not convicted in respect of, and does not plead guilty or failure to actnolo contendere to, based upon express authority given pursuant to the applicable conduct before a resolution duly adopted by the Board with respect to such act or omission or based upon the advice court of counsel for competent jurisdiction, then the Company shall have the burden of establishing by clear and convincing evidence that such conduct occurred and could reasonably be conclusively presumed expected to be done, have a material detrimental impact on the reputation or omitted business of the Company and its Affiliates (and the failure to be done, by the Executive in good faith and so satisfy such burden shall result in the best interests termination of Executive’s employment being without Cause) or (D) Executive’s material breach of the Company. The cessation provisions of employment Appendix A hereto; provided, further, that “Cause” shall cease to exist for an event on the 90th day following the later of its occurrence or the knowledge thereof by a majority of the Board, unless the Company or any of its Subsidiaries or Affiliates has given Executive written notice thereof prior to such date. A termination of Executive shall not be deemed to be for with Cause unless and until there shall have been delivered to the Executive a copy of a resolution finding duly adopted approved by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding concluding that, in the good faith opinion of the Boardsuch majority, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) one or (iv) more of the clauses above, and specifying the particulars thereof in detailreasonable detail and demonstrating that no cure by Executive was effected following giving Executive 20 days to cure the negative impact of such conduct after written notice by the Company or any of its Subsidiaries or Affiliates to Executive of such conduct, or, in the Board’s good faith reasonable judgment, no cure was possible.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Parent Board of Directors (as defined herein) or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Parent Board or the Chief Executive Officer of the Company believes that the Executive has not substantially performed the Executive’s 's duties, ; or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementParent Group. For purposes of this provision, no act or failure to act 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 act 's action or omission was in the best interests of the CompanyParent Group. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Parent Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of Parent or the Company or based upon the advice of counsel for Parent or the Company shall be conclusively presumed to be done, or omitted to be done, by the Executive Executive, in good faith and in the best interests of the CompanyParent 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 Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Parent Board at a meeting of the Parent Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Parent Board), finding that, in the good faith opinion of the Parent Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail. As used in this Paragraph, "Parent Board" means the board of directors of the Parent, except that in the event that the Parent no longer owns 50% of the outstanding voting securities of the Company, then the Parent Board shall mean the Board of Directors of the Company.

Cause. The Company may terminate the Executive’s employment at any time for After a Change of Control, "Cause. For purposes of ," as used in this Agreement, “Cause” shall mean have the following meaning and not the meaning given in Section 3.3: (i) the willful and continued failure of the Executive Employee to perform substantially the Executive’s Employee's duties with the Company or one of its subsidiaries hereunder (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive Employee by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive Employee has not substantially performed the Executive’s Employee's duties, or or (ii) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act act, on the part of the Executive Employee, shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive Employee in bad faith or without reasonable belief that the Executive’s act Employee's action or omission was in the best interests of the CompanyCompany or its affiliates. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of a senior officer of the Company or based upon the advice of counsel for the Company or its affiliates shall be conclusively presumed to be done, or omitted to be done, by the Executive Employee in good faith and in the best interests of the CompanyCompany or its affiliates. The cessation of employment of the Executive Employee shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive Employee is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive Employee has engaged in the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company Employer may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of a material breach by the Executive to perform substantially of the Executive’s duties with the Company or one of its subsidiaries obligations under Paragraph 2 above (other than any such failure resulting from as a result of temporary incapacity due to physical or mental illness), after a written demand for substantial performance or Disability) which is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed demonstrably willful and deliberate on the Executive’s dutiespart, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. 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 committed in bad faith or without reasonable belief that such breach is in the best interests of the Employer and which is not remedied in a reasonable period of time after receipt of written notice from the Employer specifying such breach; (ii) the conviction of the Executive of a capital felony; or (iii) a material breach of the Executive’s fiduciary duty to the Employer or a willful and deliberate violation in the course of performing his duties for the Employer of relevant laws, rules or regulations (other than traffic violations or other minor offenses) which causes substantial loss, material damage or significant injury to the property or reputation of the Company. (No act or failure to act on the Executive’s part shall be considered willful unless done or omitted in bad faith and without reasonable belief that the action or omission was in the best interests interest of the Company. Any actEmployer.) Notwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds at least eighty percent (80%) of the entire membership of the Board (deemed to not including include Executive should he be a member of the ExecutiveBoard as of such time) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), remedied and cured as provided herein and/or to be heard before by the Board), finding that, in the good faith opinion of the Board, Executive was culpable of the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) act or (iv) above, omission giving rise to Cause and specifying the particulars thereof in detail. For the avoidance of doubt, Executive shall be provided a reasonable period of time to remedy or cure the matters identified by Employer as constituting Cause, as provided herein, before any resolution alleging Cause on the part of Executive is considered by the Board for adoption.

Cause. The Company may terminate this Agreement and the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean mean: (i) any act of material insubordination on the willful and continued failure part of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or ; (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that misconduct, including but not limited to, any type of sexual harassment which is materially and demonstrably injurious to the Company or any of its divisions, subsidiaries or affiliates, monetarily or otherwise; (iii) the any conviction of, or plea of a felony or entry of a guilty or nolo contendere plea by to, the Executive with respect thereto, or to 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 divisions, subsidiaries or affiliates; or (v) Executive engages in an act or series of acts constituting misconduct resulting in a 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. 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 for a material breach by the Executive of Sections 5(a) or 5(b) his obligations under this Agreement (“Material Breach”). A termination for Cause shall not take effect unless there is compliance with the provisions of this Agreementparagraph. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willful” unless it 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 done, or omitted based and (B) to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests given within 90 days of the Company. Any act, ’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, based upon express authority given pursuant to the extent such cure is possible. If he fails to cure such conduct, Executive shall then be entitled to a resolution duly adopted hearing before the Board of Directors (the “Board”). Such hearing shall be held within 25 days of such notice 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 with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding confirming that, in its judgment, grounds for Cause on the good faith opinion basis of the Boardoriginal notice exist, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailhe shall thereupon be terminated for Cause.

Cause. The Company may terminate For purposes of this Agreement, a termination of employment is for "Cause" if the Executive’s employment (a) has been convicted of a felony (including a plea of nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company or an Employing Affiliate (other than a failure resulting from the Executive's incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at any time least thirty days after a written notice of demand for Causesubstantial performance, signed by a duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform such duties; or (c) intentionally engaged in illegal conduct or willful misconduct, which is demonstrably and materially injurious to the Company or an Employing Affiliate. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued no act, or failure of the Executive to perform substantially act, on the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that 's part shall be considered "intentional" unless the Executive has not substantially performed the Executive’s dutiesacted, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially failed to act, with a lack of good faith and demonstrably injurious to the Company or its affiliates, or (iii) the conviction with a lack of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. 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 the Executive’s 's action or failure to act or omission was in the best interests interest of the CompanyCompany or an Employing Affiliate. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Company's Chairman of the Board, Chief Executive Officer or a senior officer of the Company 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 CompanyCompany or an Employing Affiliate. The cessation termination of employment of the Executive shall not be deemed to be for Cause pursuant to subparagraph (b) or (c) above unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board, ) finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iiib) or (ivc) above, and specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Company by the Executive shall constitute Cause for purposes of this Agreement.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this AgreementAgreement only, the Company shall have “Cause” shall mean to terminate the Executive’s employment hereunder only upon (i) the willful and continued failure of the Executive to attempt to perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illnessDisability), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representativesCompany, which specifically identifies the manner in which the Board believes that the Executive has not attempted to substantially performed the Executive’s perform his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross willful misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionSection 3(d), no act act, or failure to act 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 and without reasonable belief that the Executive’s act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company 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. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership at least ¾ of the Board (not including excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if for the Board requests its counsel to be present)Executive, to be heard before the Board, ) finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph (i), (ii), (iiisecond sentence of this Section 3(d) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” shall mean " means: (i) the willful Willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or or (ii) the willful Willful engaging by the Executive in illegal conduct or gross misconduct that which is materially materi-ally and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive shall Executive, will be considered “willful” "Willful" unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s act Execu-tive's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company or based upon the advice of counsel for the Company shall will 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 will not be deemed to be for Cause unless and until there shall will have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate termination of the Executive’s 's employment at any time by the Company for "Cause. ." For purposes of this Agreement, “Cause” termination of the Executive's employment by the Company for Cause shall mean termination for one of the following reasons: (i) the willful and continued failure conviction of the Executive to perform substantially the Executive’s duties with the Company of a felony by a federal or one state court of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or competent jurisdiction; (ii) the willful engaging an act or acts of dishonesty taken by the Executive and intended to result in illegal conduct or gross misconduct that is materially and demonstrably injurious to substantial personal enrichment of the Executive at the expense of the Company or its affiliates, shareholders; or (iii) the conviction Executive's "willful" failure to follow a direct lawful written order from his supervisor, within the reasonable scope of a felony or entry of a guilty or nolo contendere plea the Executive's duties, which failure is not cured by the Executive with respect theretowithin 30 days after the receipt of written notice thereof given by the Company. Further, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For for purposes of this provisionSection (b): (1) No act, no act or failure to act act, on the Executive's part of the Executive shall be considered “deemed "willful” " unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s act 's action or omission was in the best interests interest of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. . (2) The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a the resolution duly adopted by the affirmative vote of not less than twothree-thirds fourths (3/4ths) of the entire membership of the Board of Directors of the Company (not including the Executive"Board") at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)Executive's counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph clauses (i), (ii), or (iii) or (iv) above, above and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” "Cause shall mean mean: Amended and Restated Change in Control Agreement (i) the willful and continued failure of by the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from (1) the Executive's incapacity due to physical or mental illness), (2) any such actual or anticipated failure after the issuance of a Notice of Termination by the Executive for Good Reason or (3) the Company's active or passive obstruction of the performance of the Executive's duties and responsibilities) to perform substantially the duties and responsibilities of the Executive's position with the Company after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which demand specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, duties or responsibilities; (ii) the conviction of the Executive by a court of competent jurisdiction for felony criminal conduct which, in the good faith opinion of the Company, would impair the Executive's ability to perform his or her duties or impair the business reputation of the Company; or (iii) the willful engaging by the Executive in illegal conduct fraud or gross misconduct that dishonesty which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. 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 the Executive’s act or omission was in the best interests of the Company. Any No act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by on the Board with respect to such act or omission or based upon the advice of counsel for the Company Executive's part shall be conclusively presumed to be donedeemed willful unless committed, or omitted to be done, by the Executive in good bad faith and without reasonable belief that the Executive's act or failure to act was in the best interests interest of the CompanyCompany and the Executive shall have either failed to correct, or failed to take all reasonable steps to correct, such act or failure to act within sixty (60) days from the Executive's receipt of written notice from the Company demanding that the Executive take such action. The cessation of employment of the Executive shall not be deemed to be terminated for Cause unless and until there the Company shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)Executive's counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in the Executive's conduct described in subparagraph (i), (ii), (iii) or (iv) above, was Cause and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause, provided that the Notice of Termination is delivered to the Executive not more than 180 days after the discovery by the Company of the Cause event. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the conviction of, or pleading guilty to, a felony or crime involving moral turpitude, or (ii) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illnessillness which results in a Disability), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of regular outside 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) abovedescribed, and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time ------ hereunder for Cause. For purposes of this Agreement, “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder upon (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries hereunder (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or any such actual or anticipated failure after the issuance of a Notice of Termination, as defined in Section 7(e), by the Executive for Good Reason, as defined in Section 7(d)(ii)), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise (including, but not limited to, conduct that constitutes Competitive Activity, as defined in Section 10), or (iii) the Executive's conviction of a felony or entry the entering of a guilty or nolo plea of no lo contendere plea by the Executive with respect thereto, or (iv) to a material breach of Sections 5(a) or 5(b) of this Agreementfelony charge. For purposes of this provisionSection 7(c), no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given the Executive may not be terminated for Cause pursuant to a resolution duly adopted by clause (i) or (ii) above without (1) reasonable notice from the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by setting forth the affirmative vote of not less than two-thirds of reasons for the entire membership of the Board Company's intention to terminate for Cause, (not including 2) an opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board, and (3) delivery to the Executive of a Notice of Termination from the Board finding that, in the good faith opinion of three-quarters (3/4) of the Board, the Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph clause (i), (ii), (iii) or (ivii) above, as applicable, and specifying the particulars thereof in detail. No such notice or meeting before the Board shall be required if the termination for Cause is due to conduct described in clause (iii) of the second sentence of this Section 7(c).

Cause. The Company may terminate During the Executive’s employment at any time for Cause. For purposes Period of this AgreementEmployment, “Cause” shall mean means termination upon (i) the willful and continued failure of by the Executive Employee to perform substantially the Executive’s her duties with the Company or one of its subsidiaries (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), ) after a written demand for a substantial performance is delivered to the Executive Employee by the Board of Directors Chief Executive Officer of the Company (the “BoardCEO”) or its representatives, which specifically identifies the manner in which the Board CEO believes that the Executive Employee has not substantially performed the Executive’s her duties, or (ii) the willful engaging by the Executive Employee in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionSection 2(a), no act act, or failure to act act, on the part of the Executive Employee shall be considered “willful” unless it is done, or omitted to be done, by the Executive Employee in bad faith or and without reasonable belief that the Executive’s act Employee's action or omission was in in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 Employee in good faith and in the best interests of the Company. The cessation of employment of Notwithstanding the Executive foregoing, the Employee shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive Employee a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds three quarters of the entire membership of the Board at a meeting of the Board called and held for that purpose (not including the Executive) after reasonable notice is provided to the Executive Employee and the Executive is given an opportunity (for her, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in Employee was guilty of the conduct described set forth above in subparagraph (i), (ii), (iii) or (ivii) above, of this Section 2(a) and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (iA) the willful and continued failure of the Executive by you to perform substantially the Executive’s your duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive you by an officer or other person authorized by the Board of Directors of the Company (the “Board”) or to act on its representatives, behalf in this matter which specifically identifies the manner in which the Board believes it is believed that the Executive has you have not substantially performed the Executive’s your duties, or (iiB) the willful engaging by the Executive you in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionparagraph (iii), no act act, or failure to act act, on the your part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or you without reasonable belief that the Executive’s act your action or omission was in in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 you in good faith and in the best interests of the Company. The cessation of employment It is also expressly understood that your attention to matters not directly related to the business of the Executive Company shall not provide a basis for termination for Cause so long as the Board has approved your engagement in such activities. Notwithstanding the foregoing, you shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in Board you were guilty of the conduct described set forth above in subparagraph (i), A) or (ii), B) of this paragraph (iii) or (iv) above, and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the Executive’s of your employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (ia) the willful and continued failure of the Executive by you to perform substantially the Executive’s your assigned duties with the Company or one of its subsidiaries (other than any such failure resulting from your incapacity due to physical or mental illness), ) after a written demand for substantial performance is delivered to the Executive you by the Chairman of the Board of Directors or Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board such executive believes that the Executive has you have not substantially performed the Executive’s duties, your duties or (iib) the willful engaging by the Executive you in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionparagraph (ii), no act act, or failure to act act, on the your part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive you in knowing bad faith or and without reasonable belief that the Executive’s act your action or omission was in in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 you in good faith and in the best interests of the Company. The cessation of employment of Notwithstanding the Executive foregoing, you shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive you a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for the purpose (not including the Executive) after reasonable notice is provided to the Executive you and the Executive is given an opportunity (for you, together with separate counsel if the Board requests its counsel to be present)your counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in Board you were guilty of the conduct described set forth above in subparagraph (i), (ii), (iiia) or (ivb) above, of this paragraph (ii) and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s 's employment at any time under this Agreement for Cause. For purposes of this Agreement, “the term "Cause” " shall mean (i) the willful and continued failure of by the Executive to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries under this Agreement (other than any such failure resulting from the Executive's incapacity due to physical or mental illnessillness or from the termination of this Agreement by the Executive for Good Reason), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies identifying the manner in which the Board Company believes that the Executive has not substantially performed the Executive’s his duties, or and the Executive shall have failed to resume substantial performance of such duties within thirty (30) days of receiving such demand, (ii) the willful engaging by the Executive in illegal criminal conduct or gross misconduct that (including embezzlement and criminal fraud) which is demonstrably and materially and demonstrably injurious to the Company Company, monetarily or its affiliatesotherwise, or (iii) the conviction of the Executive of a felony (other than a traffic violation) or entry the conviction of the Executive of a guilty or nolo contendere plea by misdemeanor which impairs the Executive Executive's ability substantially to perform his duties with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementthe Company. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive's part of the Executive shall be considered “"willful” " unless it is done, or omitted to be done, by the Executive him not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding anything herein to the contrary, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution resolution, duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board then in office (not including other than the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph clause (i), (ii), (iii) or (iv) iii), above, and specifying the particulars thereof thereon in detail.

Cause. The Company Bank may terminate the Executive’s employment for Cause (a “Termination for Cause”) at any time for Cause. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered notice to the Executive setting forth in reasonable detail the nature of the Cause and after an opportunity for the Executive, together with her counsel, to be heard before the Board of Directors. The following, as determined by the Board of Directors in its reasonable judgment, shall constitute Cause for termination of the Company employment: (the “Board”i) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, deliberate dishonesty with respect to the Bank or any subsidiary or affiliate thereof; or (ii) conviction of a crime related to banking activity or moral turpitude; or (iii) gross and willful failure to perform (other than on account of a medically determinable disability which renders the Executive incapable of performing such services) a substantial portion of the Executive’s duties and responsibilities as an officer of the Bank, which failure continues for more than thirty (30) days after written notice given to the Executive pursuant to a two-thirds (2/3) vote of all of the members of the Board of Directors then in office, such vote to set forth in reasonable detail the nature of such failure; or (iv) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company Bank or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the CompanyBank. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act of Directors or omission a senior officer of the Bank, or based upon the advice of counsel for the Company Bank, 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 CompanyBank. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been discharged for Cause “Cause” unless and until there shall have been delivered to the Executive her a copy of a resolution duly adopted certification by the affirmative vote Clerk of not less than the Bank that two-thirds (2/3) of the entire membership Board of Directors found in good faith that the Board (not including Executive was guilty of conduct which is deemed to be Cause. In the event of a Termination for Cause, the Bank shall have no further obligation to the Executive) after reasonable notice is , except as provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, for in the good faith opinion Section 6.2 of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthis Agreement.

Cause. The Company may will have the right to terminate the Executive’s employment at any time for Cause. For purposes , and such termination in and of this Agreementitself shall not be, “Cause” nor shall mean (i) the willful and continued failure of the Executive it be deemed to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)be, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionAgreement, the Company will have “Cause” to terminate Executive’s employment upon Executive’s: (i) conviction of, or plea of guilty or nolo contendere to, a felony; (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive has not used reasonable best efforts to substantially perform his duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of Section 10) that is materially economically injurious to the Company. For purposes of this Section 6(c), no act act, or failure to act on the part of the act, by Executive shall will be considered “willful” unless it is done, or omitted to be done, by the Executive committed in bad faith or and without a reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any act, Cause will not exist under paragraph (ii) or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause (iii) above unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds a majority of the entire membership members of the Board of Trustees of the Company or of the Compensation Committee or Corporate Governance and Nominating Committee thereof (not including excluding, if applicable, Executive for purposes of determining such majority) at a meeting of the Executive) Board or such committee called and held for such purpose (after reasonable (but in no event less than 30 days) notice is provided to the Executive and the Executive is given an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in was guilty of the conduct described set forth in subparagraph (i), paragraph (ii), ) or (iii) or (iv) above, and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board’s determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination.

Cause. The Company may shall have the right to terminate the Executive’s employment at any time for Cause. For purposes , and such termination in and of this Agreementitself shall not be, “Cause” nor shall mean (i) the willful and continued failure of the Executive it be deemed to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness)be, after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provisionAgreement, the Company shall have “Cause” to terminate Executive’s employment upon Executive’s: (i) conviction of, or plea of guilty or nolo contendere to, a felony; or (ii) willful and continued failure to use reasonable best efforts to substantially perform his duties hereunder (other than such failure resulting from Executive’s incapacity due to physical or mental illness or subsequent to the issuance of a Notice of Termination by Executive for Good Reason (as defined in Section 6(d)) after demand for substantial performance is delivered by the Company in writing that specifically identifies the manner in which the Company believes Executive has not used reasonable best efforts to substantially perform his duties; or (iii) willful misconduct (including, but not limited to, a willful breach of the provisions of Section 10) that is materially economically injurious to the Company or to any Affiliate. For purposes of this Section 6(c), no act act, or failure to act on the part of the act, by Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive committed in bad faith or and without a reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actCompany or any Affiliates thereof; provided, however, that the willful requirement outlined in paragraphs (ii) or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company (iii) above 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 have occurred if the Executive’s action or non-action continues for more than ten (10) days after Executive has received written notice of the inappropriate action or non-action. Failure to achieve performance goals, in and of itself, shall in no event be grounds for a termination for Cause hereunder. Cause shall not exist under paragraph (ii) or (iii) above unless and until there shall have been the Company has delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board (not including excluding Executive for purposes of determining such majority) at a meeting of the Executive) Board called and held for such purpose (after reasonable (but in no event less than thirty (30) days) notice is provided to the Executive and the Executive is given an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, the Executive has engaged in was guilty of the conduct described set forth in subparagraph (i), paragraph (ii), ) or (iii) or (iv) above, and specifying the particulars thereof in detail. This Section 6(c) shall not prevent Executive from challenging in any court of competent jurisdiction the Board’s determination that Cause exists or that Executive has failed to cure any act (or failure to act) that purportedly formed the basis for the Board’s determination.

Cause. The Termination by the Company may terminate of the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean will mean: (i) the Executive’s willful and continued failure to substantially perform the duties of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (position, other than any such failure resulting from Executive’s complete or partial incapacity due to physical or mental illnessillness or impairment; (ii) Executive’s willful and continued failure to substantially perform the specific and lawful directives of the Board, as reasonably determined by the Board, other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in, or that is likely to result in, material economic or financial injury to the Company; or (iv) Executive’s willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company; For purposes of this Section 7(a), after a written demand for substantial performance is delivered no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith. In the Executive by the Board event of Directors any alleged breach pursuant to (i) or (ii) of this Section 7(a), the Company (the “Board”) or its representatives, will first give Executive written notice which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutiesconduct constitutes the alleged performance breach to enable Executive to correct the deficiency within a reasonable time period, which will not be less than thirty (30) days, before the Company can proceed with a termination for Cause under either (i) or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementSection 7(a). For purposes In the event 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 the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the any alleged conduct described in subparagraph (i), (ii), (iii) or (iv) aboveof this Section 7(a), the Company will deliver to Executive written notice which sets forth the Board’s finding that Executive engaged in such conduct and specifying the particulars thereof in detailthereof. In the event of a Change of Control pursuant to which the Company is not the surviving entity, then on and after such Change of Control, all determinations and actions required to be taken by the Board under this Section 7(a) shall be made or taken by the board of directors of the surviving entity, or if the surviving entity is a subsidiary, then by the board of directors of the ultimate parent corporation of the surviving entity.

Cause. The Company may terminate the Executive’s employment at any time hereunder for Cause. For purposes of this Agreement, “Cause” shall mean that the Company, acting in good faith based upon the information then known to the Company, determines that the Executive has (i) the engaged in or committed willful and continued failure of the Executive misconduct; (ii) engaged in or committed theft, fraud or other illegal conduct; (iii) refused or demonstrated an unwillingness to substantially perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which that specifically identifies the manner in which the Board Company believes that the Executive has not substantially performed his duties; (iv) refused or demonstrated an unwillingness to reasonably cooperate in good faith with any Company or government investigation or provide testimony therein (other than such failure resulting from the Executive’s dutiesdisability); (v) engaged in or committed insubordination; (vi) engaged in or committed any willful act that is likely to and which does in fact have the effect of injuring the reputation or business of the Company; (vii) violated any fiduciary duty, (viii) violated Executive’s duty of loyalty to the Company; (ix) violated the Company’s Code of Ethical Business Conduct; (x) used alcohol or drugs (ii) other than drugs prescribed to the willful engaging Executive by a physician and used by the Executive for their intended purpose for which they had been prescribed) in illegal conduct or gross misconduct that is a manner which materially and demonstrably injurious to repeatedly interferes with the Company performance of his duties hereunder or its affiliates, which has the effect of materially injuring the reputation or business of the Company; or (iiixi) the conviction of engaged in or committed a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) any term of this Agreement. For purposes of the above clauses (i) and (vi) of this provisionSection 3(d), no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” willful unless it is done, done or omitted to be done, by the Executive in bad faith or him without reasonable belief that the Executive’s act his action or omission was in the best interests interest of the Company. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without delivery to the Executive a copy of a resolution duly adopted notice of termination signed by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Company’s Chief Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding Officer stating that, in the good faith opinion of the Boardofficer signing such notice, the Executive has engaged in or committed conduct of the conduct nature described above in subparagraph (ithe second sentence of this Section 3(d), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.. <PAGE 4> (c)

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s (i) commission of a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors or the CEO that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the willful and continued failure Executive shall be given written notice of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act action or failure to act on that is alleged to constitute Cause (a “Default”), and an opportunity for 20 business days from the part date of such notice in which to cure such Default, such period to be subject to extension in the discretion of the Executive shall be considered “willful” unless it is done, or omitted to be done, by CEO and (ii) regardless of whether the Executive in bad faith or without reasonable belief that the Executive’s act or omission was in the best interests of the Company. Any actis able to cure any Default, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without (A) reasonable prior written notice to the Executive a copy of a resolution duly adopted by setting forth the affirmative vote of not less than two-thirds of reasons for the entire membership of decision to terminate the Board Executive for Cause, (not including B) an opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before by the BoardCEO and (C) delivery to the Executive of a Notice of Termination approved by the CEO, finding that, in the stating its good faith opinion of the Board, that the Executive has engaged in the actions or conduct described in subparagraph (i)the preceding sentence, (ii), (iii) or (iv) above, and specifying which notice specifies the particulars thereof of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the CEO, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension.

Cause. The Company may terminate the Executive’s employment at any time for CauseCause without the Executive being entitled to the compensation provided in Section 4. For purposes of this Agreement, the Company shall have “Cause” shall mean to terminate the Executive’s employment only on the basis of (i) the Executive’s willful and continued failure of the Executive substantially to perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from his incapacity due to physical or mental illness), illness or any such failure or anticipated failure after the issuance of an Executive Notice of Termination (as defined in Section 3(g) by the Executive) after a written demand for substantial performance is delivered to the Executive by the Chief Executive Officer (or, if the Executive is the Chief Executive Officer, by the Board of Directors of the Company (the “Board”Directors) or its representatives, which specifically identifies the manner in which the Chief Executive Officer (or the Board of Directors if the Executive is the Chief Executive Officer) believes that the Executive has not substantially performed the Executive’s his duties, or (ii) the Executive’s willful engaging by the Executive engagement in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionsubsection, no act or failure to act on the Executive’s part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive not in bad good faith or and without reasonable belief that the Executive’s act his action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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 interest of the Company. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a written statement of the Chief Executive Officer (or, if the Executive is the Chief Executive Officer, a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if of Directors at a meeting of the Board requests its counsel to be presentof Directors called and held for the purpose), to be heard before the Board, finding that, that in the good faith opinion of the Board, Chief Executive Officer (or the Board of Directors if the Executive has engaged is the Chief Executive Officer) the Executive was guilty of conduct set forth in the conduct described in subparagraph clause (i), (ii), (iii) or (ivii) above, of the second sentence of this Section 3(d) and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time during the Employment Period for Cause. For purposes of this Agreement, “Cause” shall mean (based upon any of the following occurrences: i) the The willful and continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries Affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s duties, or (; or ii) the The willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provisionsubsection, no act or failure to act act, on the part of the Executive 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 act action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or other senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds of the entire membership quarters of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided given to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The the Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, will have “Cause” shall mean to terminate Executive’s services under this Agreement for any of the following reasons: ​ (iA) Executive’s conviction of, or plea of nolo contendere to, any felony or crime involving moral turpitude in connection with the performance of his duties to the Partnership Parties; ​ (B) Executive being charged with, or a defendant in, an action brought by the SEC or another federal or state regulator based primarily on Executive’s individual alleged acts or omissions during Executive’s appointment as an officer of, or while providing services to, the Partnership Parties; ​ (C) Executive’s commission of a willful and continued failure material act of fraud or embezzlement of the Executive Company’s funds or other assets causing material damage to perform substantially the Company; or ​ (D) Executive’s duties with willful and material misrepresentations or ​ concealments on any written reports submitted to the Company Board; ​ provided, that, any of the events described in Section 4(b)(ii)(C) or one Section 4(b)(ii)(D) above shall constitute Cause only if Executive fails to cure such event to the reasonable satisfaction of its subsidiaries the Board within thirty (30) calendar days of receiving written notice from the Board of the event which allegedly constitutes Cause; and provided further that a termination shall not be deemed to be for Cause under Section 4(b)(ii)(C) or Section 4(b)(ii)(D) unless and until there shall have been delivered to Executive a copy of a resolution duly adopted by the affirmative vote of a majority of the members of the Board (other than any such failure resulting from incapacity due to physical or mental illnessExecutive), after at a written demand for substantial performance is delivered to the Executive by meeting of the Board of Directors called and held for such purpose (after reasonable notice is provided to Executive, and Executive is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Company (Board, Executive is guilty of the “Board”conduct described in Section 4(b)(ii)(C) or its representativesSection 4(b)(ii)(D), which specifically identifies above, and specifying the manner particulars thereof in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementdetail. For the 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 and without reasonable belief that the Executive’s act actions or omission was in the best interests of the CompanyPartnership Parties. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act Board, or omission upon the instructions of the Board, or based upon the advice of counsel for the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the conduct described in subparagraph (i), (ii), (iii) or (iv) above, and specifying the particulars thereof in detailPartnership Parties.

Cause. The Company may terminate the Executive’s 's employment at any time during the Employment Period for Cause. For purposes of this Agreement, “"Cause” " shall mean mean: (i) the willful and continued failure of the Executive to perform substantially the Executive’s 's duties with the Company or one of its subsidiaries affiliates (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board or Chief Executive Officer believes that the Executive has not substantially performed the Executive’s 's duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementCompany. For purposes of this provision, no act or failure to act to. act, on the part of the Executive 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 act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly duty adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer or a senior officer of the Company 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds three quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iii) or (ivii) above, and specifying the particulars thereof in detail.

Cause. The Company may terminate Termination by the Bank of the Executive’s 's employment at any time for "Cause. For purposes of this Agreement, “Cause” " shall mean termination upon (i) the willful and continued failure of the Executive Employee to observe or perform substantially the Executive’s duties with the Company or one of its subsidiaries (other than by reason of illness, injury or incapacity) any such of the material terms or provisions of this Agreement; (ii) the failure resulting from incapacity due of Employee to physical or mental illness), after a written demand for substantial performance is delivered to comply fully with the Executive by lawful directives of the Board of Directors of the Company Bank (the “"Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or "); (iii) willful misconduct; (iv) material neglect of the business of the Bank; (v) conviction of a felony or entry other crime involving moral turpitude; (vi) misappropriation of funds; or (vii) habitual insobriety or drug addiction. In the case of a guilty or nolo contendere plea by termination for "cause," the Executive with respect thereto, or (iv) a material breach notice of Sections 5(a) or 5(b) termination shall specify the basis for the Bank's determination of this Agreement. For purposes of this provision, no "cause." Any 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 act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission or based upon the advice of counsel for the Company Bank shall be conclusively presumed to be done, or omitted to be done, by the Executive in good faith and in Executive's attention to matters not directly related to the best interests business of the CompanyBank shall not provide a basis for termination for Cause. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive him a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership a majority of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for him, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before the Board), finding that, that in the good faith opinion of the Board, Board the Executive has engaged in was guilty of the conduct described in subparagraph (i), (ii), (iii) or (iv) above, set forth above and specifying the particulars thereof in detail.

Cause. The Company may terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean the Executive’s (i) commission of a felony, a crime of moral turpitude or any crime committed against MFA, other than traffic violations; (ii) engagement in willful misconduct, willful or gross negligence, or fraud, embezzlement or misappropriation relating to significant amounts, in each case in connection with the performance of his duties under this Agreement; (iii) failure to adhere to the lawful directions of the Board of Directors that are reasonably consistent with his duties and position provided for herein; (iv) breach in any material respect of any of the provisions of Section 7 of this Agreement; or (v) breach in any material respect of the terms and provisions of this Agreement resulting in material and demonstrable economic injury to MFA. Notwithstanding the foregoing, (i) the willful and continued Executive shall be given written notice of any action or failure of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries act that is alleged to constitute Cause (other than any such failure resulting from incapacity due to physical or mental illnessa “Default”), after a written demand and an opportunity for substantial performance is delivered 20 business days from the date of such notice in which to cure such Default, such period to be subject to extension in the Executive by discretion of the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or and (ii) the willful engaging by regardless of whether the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious able to the Company or its affiliatescure any Default, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. 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 the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered without (A) reasonable prior written notice to the Executive a copy of a resolution duly adopted by setting forth the affirmative vote of not less than two-thirds of reasons for the entire membership of decision to terminate the Board Executive for Cause, (not including B) an opportunity for the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (, together with separate counsel if the Board requests its counsel to be present)his counsel, to be heard before by the BoardBoard of Directors and (C) delivery to the Executive of a Notice of Termination approved by the Board of Directors, finding that, in the stating its good faith opinion of the Board, that the Executive has engaged in the actions or conduct described in subparagraph (i)the preceding sentence, (ii), (iii) or (iv) above, and specifying which notice specifies the particulars thereof of such action or conduct in reasonable detail; provided, however, MFA may suspend the Executive with pay until such time as his right to appear before the Board of Directors, as the case may be, has been exercised, so long as such appearance is within two weeks of the date of suspension.

Cause. The Company may terminate the Executive’s 's employment at any time for Cause. For purposes of this AgreementAgreement only, “the Company shall have "Cause” shall mean " to terminate the Executive's employment hereunder only upon (i) the willful and continued failure of the Executive to attempt to perform substantially the Executive’s his duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illnessDisability), after a written demand for substantial performance is delivered to the Executive by the Board of Directors or the Chief Executive Officer of the Company (the “Board”) or its representativesCompany, which specifically identifies the manner in which the Board believes that the Executive has not attempted to substantially performed the Executive’s perform his duties, or (ii) the willful engaging by the Executive in illegal conduct or gross willful misconduct that which is materially and demonstrably injurious to the Company Company, monetarily or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementotherwise. For purposes of this provisionSection 3(d), no act act, or failure to act 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 and without reasonable belief that the Executive’s act 's action or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Chief Executive Officer of the Company or a senior officer of the Company 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. The cessation of employment of Notwithstanding the foregoing, the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership at least 3/4 of the Board (not including excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if for the Board requests its counsel to be present)Executive, to be heard before the Board, ) finding that, that in the good faith opinion of the Board, Board the Executive has engaged was guilty of conduct set forth in the conduct described in subparagraph (i), (ii), (iiisecond sentence of this Section 3(d) or (iv) above, and specifying the particulars thereof in detailthereof.

Cause. The Company may shall have “Cause” to terminate the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean hereunder upon: (i) the willful and continued Executive’s failure of the Executive to substantially perform substantially the Executive’s duties with as an employee of the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or Disability); (ii) Executive’s failure in any material respect to carry out or comply with any lawful and reasonable directive of the Board consistent with the terms of this Agreement; (iii) Executive’s material breach of this Agreement; (iv) Executive’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony; (v) Executive’s unlawful use (including being under the influence) or possession of illegal drugs on the Company’s (or any of its affiliate’s) premises or while performing Executive’s duties and responsibilities under this Agreement; or (vi) Executive’s commission of an act of fraud, embezzlement, misappropriation, willful engaging by the Executive in illegal conduct misconduct, or gross misconduct that is materially and demonstrably injurious to breach of fiduciary duty against the Company or any of its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, ; provided that 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 act action or omission was in the best interests of the Company. Any act, act or failure to act, based upon express specific authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission a committee thereof or based upon on 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. The cessation of employment of Notwithstanding the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding thatforegoing, in the good faith opinion case of the Board, the Executive has engaged in the conduct described in subparagraph clauses (i), (ii), ) and (iii) or (iv) above, no Cause will have occurred unless and specifying until the particulars thereof Company has: (a) provided Executive, within 60 days of the Company’s knowledge of the occurrence of the facts and circumstances underlying the Cause event, written notice stating with specificity the applicable facts and circumstances underlying such finding of Cause; and (b) provided Executive with an opportunity to cure the same within 30 days after the receipt of such notice; provided, however, that Executive shall be provided only one cure opportunity per category of Cause event in detailany rolling twelve (12) month period. If the Executive fails to cure the same within such 30 days, then “Cause” shall be deemed to have occurred as of the expiration of the 30-day cure period. For the avoidance of doubt, Executive’s death or Disability shall not constitute “Cause” hereunder.

Cause. The Termination of the Executive‘s employment by the Company may terminate the Executive’s employment at any time or a Subsidiary for Cause. For purposes of this Agreement, “Cause” shall mean termination by reason of (iA) the Executive‘s willful and continued failure engagement in conduct which involves dishonesty or moral turpitude which either (1) results in substantial personal enrichment of the Executive to perform substantially at the Executive’s duties with expense of the Company or one any of its subsidiaries Subsidiaries, or (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance 2) is delivered demonstrably and materially injurious to the Executive by the Board of Directors financial condition or reputation of the Company or any of its Subsidiaries, (B) the “Board”) Executive‘s willful violation of the provisions of the confidentiality or non-competition agreement entered into between the Company or any of its representatives, which specifically identifies the manner in which the Board believes that Subsidiaries and the Executive has not substantially performed the Executive’s duties, or (iiC) the willful engaging commission by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementfelony. For purposes of this provision, no An act or failure to act on the part of the Executive omission shall be considered deemed “willful” unless it is only if done, or omitted to be done, by the Executive in bad faith or and without reasonable belief that the Executive’s act or omission it was in the best interests interest of the CompanyCompany and its Subsidiaries. Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive a copy written notice of a resolution duly adopted by termination from the affirmative vote of not less than two-thirds of the entire membership Compensation and Nominating Committee of the Board or any successor thereto (not including the Executive“Committee”) after reasonable notice is provided to the Executive and the Executive is given an opportunity (for the Executive, together with separate counsel if the Board requests its counsel to be present)his or her counsel, to be heard before the BoardCommittee, finding that, in the good faith opinion of the Boardsuch Committee, the Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph clause (i), (ii), (iiiA) or (ivB) above, of the first sentence of this subsection (b) and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate the (or its subsidiaries) of Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean termination upon (iA) the willful and continued failure of the by Executive to substantially perform substantially the Executive’s his or her duties with the Company (or one of its subsidiaries (subsidiaries) other than any such failure resulting from his incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors Chief Executive Officer of the Company (or the “Board”) or its representativesCompensation Committee of the Board of Directors, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s his or her duties, or (iiB) the willful engaging by the Executive in illegal conduct or gross misconduct that which is materially and demonstrably injurious to the Company (or its affiliatessubsidiaries), monetarily or (iii) otherwise, and that constitutes on the conviction part of a felony Executive common law fraud or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreementfelony. For purposes of this provisionparagraph, no act act, or failure to act act, on the Executive’s part of the Executive shall be considered “willful” unless it is done, or omitted to be done, by the Executive him or her not in bad good faith or and without reasonable belief that the Executive’s act his or her action or omission was in the best interests interest of the CompanyCompany (or its subsidiaries). Any actNotwithstanding the foregoing, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be have been terminated for Cause unless and until there shall have been delivered to the Executive him or her a copy of a resolution duly adopted by Notice of Termination from the affirmative vote of not less than two-thirds Chief Executive Officer of the entire membership Company or the Compensation Committee of the Board (not including the Executive) of Directors after reasonable notice is provided to the Executive and the Executive is given an opportunity (for Executive, together with separate counsel if the Board requests its counsel to be present)his or her counsel, to be heard before the BoardCompensation Committee of the Board of Directors (or, if there is no such Committee or such Committee delivers the Notice of Termination, the Board of Directors), finding that, that in the good faith opinion of such Committee (or the Board, the ) Executive has engaged was guilty of conduct set forth above in the conduct described in subparagraph clauses (i), (ii), (iiiA) or (ivB) above, of the first sentence of this subparagraph and specifying the particulars thereof in detail.

Cause. The Termination by the Company may terminate of the Executive’s employment at any time for Cause. For purposes of this Agreement, “Cause” shall mean will mean: (i) the Executive’s willful and continued failure to substantially perform the duties of the Executive to perform substantially the Executive’s duties with the Company or one of its subsidiaries (position, other than any such failure resulting from Executive’s complete or partial incapacity due to physical or mental illnessillness or impairment; (ii) Executive’s willful and continued failure to substantially perform the specific and lawful directives of the Board, as reasonably determined by the Board, other than failure resulting from Executive’s complete or partial incapacity due to physical or mental illness or impairment; (iii) Executive’s willful commission of an act of fraud or dishonesty resulting in, or that is likely to result in, material economic or financial injury to the Company; or (iv) Executive’s willful engagement in illegal conduct which was or is reasonably likely to be materially injurious to the Company. For purposes of this Section 7(a), after a written demand for substantial performance is delivered no act, or failure to act, on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith. In the Executive by the Board event of Directors any alleged breach pursuant to (i) or (ii) of this Section 7(a), the Company (the “Board”) or its representatives, will first give Executive written notice which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s dutiesconduct constitutes the alleged performance breach to enable Executive to correct the deficiency within a reasonable time period, which will not be less than thirty (30) days, before the Company can proceed with a termination for Cause under either (i) or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this AgreementSection 7(a). For purposes In the event 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 the Executive’s act or omission was in the best interests of the Company. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission 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. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than two-thirds of the entire membership of the Board (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (together with separate counsel if the Board requests its counsel to be present), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive has engaged in the any alleged conduct described in subparagraph (i), (ii), (iii) or (iv) aboveof this Section 7(a), the Company will deliver to Executive written notice which sets forth the Board’s finding that Executive engaged in such conduct and specifying the particulars thereof in detailthereof. In the event of a Change of Control pursuant to which the Company is not the surviving entity, then on and after such Change of Control, all determinations and actions required to be taken by the Board under this Section 7(a) shall be made or taken by the board of directors of the surviving entity, or if the surviving entity is a subsidiary, then by the board of directors of the ultimate parent corporation of the surviving entity.

Cause. The For purposes of this Agreement, a termination of employment is for “Cause” if the Executive (a) has been convicted of a felony (including a plea of nolo contendere); (b) intentionally and continually failed substantially to perform his reasonably assigned duties with the Company may terminate or an Employing Affiliate (other than a failure resulting from the Executive’s employment incapacity due to physical or mental illness or from the assignment to the Executive of duties that would constitute Good Reason) which failure continued for a period of at any time least thirty days after a written notice of demand for Causesubstantial performance, signed by a duly authorized officer of the Company, has been delivered to the Executive specifying the manner in which the Executive has failed substantially to perform such duties; or (c) intentionally engaged in illegal conduct or willful misconduct, which is demonstrably and materially injurious to the Company or an Employing Affiliate. For purposes of this Agreement, “Cause” shall mean (i) the willful and continued no act, or failure of the Executive to perform substantially act, on the Executive’s duties with the Company or one of its subsidiaries (other than any such failure resulting from incapacity due to physical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board of Directors of the Company (the “Board”) or its representatives, which specifically identifies the manner in which the Board believes that the Executive has not substantially performed the Executive’s duties, or (ii) the willful engaging by the Executive in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its affiliates, or (iii) the conviction of a felony or entry of a guilty or nolo contendere plea by the Executive with respect thereto, or (iv) a material breach of Sections 5(a) or 5(b) of this Agreement. For purposes of this provision, no act or failure to act on the part of the Executive shall be considered “willfulintentional” unless it is donethe Executive has acted, or omitted failed to be doneact, by the Executive in bad with a lack of good faith or without and with a lack of reasonable belief that the Executive’s action or failure to act or omission was in the best interests interest of the CompanyCompany or an Employing Affiliate. Any act, or failure to act, based upon express authority given pursuant to a resolution duly adopted by the Board with respect to such act or omission upon the instructions of the Company’s Chairman of the Board, Chief Executive Officer or a senior officer of the Company 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 CompanyCompany or an Employing Affiliate. The cessation termination of employment of the Executive shall not be deemed to be for Cause pursuant to subparagraph (b) or (c) above unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than twothree-thirds fourths of the entire membership of the Board at a meeting of the Board called and held for such purpose (not including the Executive) after reasonable notice is provided to the Executive and the Executive is given an opportunity (opportunity, together with separate counsel if the Board requests its counsel to be present)counsel, to be heard before the Board, ) finding that, in the good faith opinion of the Board, the Executive has engaged in is guilty of the conduct described in subparagraph (i), (ii), (iiib) or (ivc) above, and specifying the particulars thereof in detail. Notwithstanding anything contained in this Agreement to the contrary, no failure to perform by the Executive after a Notice of Termination is given to the Company by the Executive shall constitute Cause for purposes of this Agreement.